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EXHIBIT 10.9
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (the "PLEDGE AGREEMENT") is made and entered
into as of March 1, 2000 between Virage Logic Corporation, a California
corporation (the "COMPANY"), and Xxxxxxxxx Xxxxxx (the "PLEDGOR"). Capitalized
terms that are not defined herein shall have the meanings ascribed to them in
the Secured Full Recourse Promissory Note of even date herewith delivered by
Pledgor to the Company (the "NOTE").
RECITALS
A. In exchange for delivery of the Note to the Company, the Company has
issued and sold to Pledgor [ ] shares of its Common Stock (the "SHARES")
pursuant to the terms and conditions of that certain Purchase Agreement.
B. Pledgor has agreed that repayment of the Note will be secured by the
pledge of the Shares pursuant to this Pledge Agreement.
NOW, THEREFORE, the parties agree as follows:
1. CREATION OF SECURITY INTEREST. Pursuant to the provisions of
the California Commercial Code, Pledgor hereby grants to the Company, and the
Company hereby accepts, a first and present security interest in (i) the Shares,
(ii) all Dividends (as defined in Section 5 hereof), and (iii) all Additional
Securities (as defined in Section 6 hereof), to secure payment of the Note and
performance of all Pledgor's obligations under this Pledge Agreement. Pledgor
herewith delivers to the Company Common Stock certificate(s) No(s).
_____________, representing all the Shares, together with one or more stock
power(s) for each certificate so delivered in the form attached as an Exhibit to
the Purchase Agreement, duly executed (with the date and number of shares left
blank) by Pledgor and Pledgor's spouse, if any. For purposes of this Pledge
Agreement, the Shares, all Dividends, and all Additional Securities will
hereinafter be collectively referred to as the "COLLATERAL." Pledgor agrees that
the Collateral will be deposited with and held by the Escrow Holder (as defined
in the Purchase Agreement) and that, notwithstanding anything to the contrary in
the Purchase Agreement, for purposes of carrying out the provisions of this
Pledge Agreement, Escrow Holder will act solely for the Company as its agent.
2. REPRESENTATIONS AND WARRANTIES AND COVENANTS REGARDING
COLLATERAL. Pledgor hereby represents and warrants to the Company that Pledgor
has good title (both record and beneficial) to the Collateral, free and clear of
all claims, pledges, security interests, liens or encumbrances of every nature
whatsoever, and that Pledgor has the right to pledge and grant the
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Company the security interest in the Collateral granted under this Pledge
Agreement. Pledgor further agrees that, until all sums due under the Note have
been paid in full, and all of Purchaser's obligations under this Pledge
Agreement have been performed, Purchaser will not, without the Company's prior
written consent, (i) sell, assign or transfer, or attempt to sell, assign or
transfer, any of the Collateral, or (ii) grant or create, or attempt to grant or
create, any security interest, lien, pledge, claim or other encumbrance with
respect to any of the Collateral or (iii) suffer or permit to continue upon any
of the Collateral during the term of this Pledge Agreement, an attachment, levy,
execution or statutory lien.
3. RIGHTS ON DEFAULT. Upon an occurrence of an Event of Default
under the Note, the Company will have full power to sell, assign and deliver or
otherwise dispose the whole or any part of the Collateral at any broker's
exchange or elsewhere, at public or private sale, at the option of the Company,
in order to satisfy any part of the obligations of Pledgor now existing or
hereinafter arising under the Note or under this Pledge Agreement. On any such
sale, the Company or its assigns may purchase all or any part of the Collateral.
In addition, at its sole option, the Company may elect to retain all the
Collateral in full satisfaction of Pledgor's obligation under the Note, in
accordance with the provisions and procedures set forth in the California
Uniform Commercial Code. Pledgor agrees at the Company's request, to cooperate
with the Company in connection with the disposition of any and all of the
Collateral and to execute and deliver any documents which the Company shall
reasonably request to permit disposition of the Collateral.
4. ADDITIONAL REMEDIES. The rights and remedies granted to the
Company herein upon an Event of Default will be in addition to all the rights,
powers and remedies of the Company under the California Uniform Commercial Code
and applicable law and such rights, powers and remedies will be exercisable by
the Company with respect to all of the Collateral. Pledgor agrees that the
Company's reasonable expenses of holding the Collateral, preparing it for resale
or other disposition, and selling or otherwise disposing of the Collateral,
including attorneys' fees and other legal expenses, will be deducted from the
proceeds of any sale or other disposition and will be included in the amounts
Pledgor must tender to redeem the Collateral. All rights, powers and remedies of
the Company will be cumulative and not alternative. Any forbearance or failure
or delay by the Company in exercising any right, power or remedy hereunder will
not be deemed to be a waiver of any such right, power or remedy and any single
or partial exercise of any such right, power or remedy hereunder will not
preclude the further exercise thereof.
5. DIVIDENDS; VOTING. All dividends hereinafter declared on or
payable with respect to any Collateral during the term of this Pledge Agreement
(excluding only ordinary cash dividends, which will be payable to Pledgor so
long as no Event of Default has occurred under the Note) (the "DIVIDENDS") will
be immediately delivered to the Company to be held in pledge under this Pledge
Agreement. Notwithstanding this Pledge Agreement, so long as Pledgor owns the
Shares and no Event of Default has occurred under the Note, Pledgor will be
entitled to vote any shares comprising the Collateral, subject to any proxies
granted by Pledgor.
6. ADJUSTMENTS. In the event that during the term of this Pledge
Agreement, any stock dividend, reclassification, readjustment, stock split or
other change is declared or made with respect to the Collateral, or if warrants
or any other rights, options or securities are issued in respect of the
Collateral, (the "ADDITIONAL SECURITIES") then all new, substituted and/or
additional
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shares or other securities issued by reason of such change or by reason of the
exercise of such warrants, rights, options or securities, will be (if delivered
to Pledgor, immediately surrendered to the Company and) pledged to the Company
to be held under the terms of this Pledge Agreement as and in the same manner as
the Collateral is held hereunder.
7. RIGHTS UNDER PURCHASE AGREEMENT; SETOFF. Pledgor understands
and agrees that the Company's rights to repurchase the Collateral under the
Purchase Agreement, if any, will continue for the periods and on the terms and
conditions specified in the Purchase Agreement, whether or not the Note has been
paid in full during such period of time, and that to the extent that the Note is
not paid in full during such period of time, the repurchase by the Company of
the Collateral may be made by way of cancellation of all or any part of
Pledgor's indebtedness under the Note.
8. REDELIVERY OF COLLATERAL; NO RELEASE FOR PARTIAL PAYMENT.
(a) Until all obligations of Pledgor under the Note and
under this Pledge Agreement have been satisfied in full, all Collateral will
continue to be held in pledge under this Pledge Agreement. If Pledgor prepays
all or a portion of the principal amount of the Note, the portion of the Shares
for which such pre-payment would represent the purchase price under the Purchase
Agreement (the "PAID SHARES") will be treated as independent collateral for the
remaining balance of the Note for the purpose of commencing the holding period
under Rule 144(d) of the Securities and Exchange Commission with respect to
other Shares purchased with the Note.
(b) Upon performance of all Pledgor's obligations under
the Note and this Pledge Agreement, and subject to the terms and conditions of
the Purchase Agreement, the Company will immediately redeliver the Collateral to
Pledgor and this Pledge Agreement will terminate; provided, however, that all
rights of the Company to retain possession of the Shares pursuant to the
Purchase Agreement will survive termination of this Pledge Agreement.
9. FURTHER ASSURANCES. Pledgor shall, at the Company's request,
execute and deliver such further documents and take such further actions as the
Company shall reasonably request to perfect and maintain the Company's security
interest in the Collateral, or in any part thereof
10. SUCCESSORS AND ASSIGNS. This Pledge Agreement will inure to
the benefit of the respective heirs, personal representatives, successors and
assigns of the parties hereto.
11. GOVERNING LAW; SEVERABILITY. This Pledge Agreement will be
governed by and construed in accordance with the internal laws of the State of
California, excluding that body of law relating to conflicts of law. Should one
or more of the provisions of this Pledge Agreement be determined by a court of
law to be illegal or unenforceable, the other provisions nevertheless will
remain effective and will be enforceable.
12. MODIFICATION; ENTIRE AGREEMENT. This Pledge Agreement will
not be amended without the written consent of both parties hereto. This Pledge
Agreement, together with the Note constitute the entire agreement of the parties
hereto with respect to the subject
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matter hereof and supersedes all prior agreements and understandings related to
such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Pledge
Agreement as of the date and year first above written.
VIRAGE LOGIC CORPORATION PLEDGOR
By:
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(Signature)
Xxxx Xxxxxxxxx
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(Please print name) (Please print name)
President and CEO
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(Please print title)
[Signature page to Virage Logic Corporation Stock Pledge Agreement]
