Exhibit 10.10
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STOCK PLEDGE AGREEMENT
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THIS STOCK PLEDGE AGREEMENT is given as of the ___ day of February, 2001,
by and between Integrated Spatial Information Solutions, Inc., a Colorado
corporation ("ISIS"), to and in favor of Human Vision L.L.C., a Maryland limited
liability company ("Human Vision").
RECITALS:
A. ISIS currently owns all of the issued and outstanding shares of stock in
PlanGraphics, Inc., a Maryland corporation, having its principal office at 000
Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("PlanGraphics").
B. PlanGraphics desires to extend its financing arrangement ("Loan") with
National City Bank of Kentucky ("Bank") under that certain loan agreement,
security agreement and related instruments between PlanGraphics and the Bank
dated November 5, 1999 ("Loan Documents") for financing the operation of its
business.
C. As a condition to extending the Loan, the Bank has required that
PlanGraphics obtain a letter of credit in the amount of $325,000 that will be
available to the Bank if an event of default occurs under the Loan Documents or
if the Loan is not repaid in full by April 30, 2001 ("Letter of Credit")
D. Human Vision is willing to obtain the Letter of Credit from its banking
sources, but only if, among other things, (i) PlanGraphics will indemnify Human
Vision against any draws or other claims that may be presented under the Letter
of Credit, (ii) ISIS will guarantee PlanGraphics' indemnification obligations,
and (iii) ISIS will pledge its stock in PlanGraphics as security for its
obligations under the Guaranty.
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E. The extending of the Loan is of substantial benefit to ISIS, as the sole
shareholder of PlanGraphics, and therefore ISIS has agreed to guarantee
PlanGraphics' obligations to indemnify Human Vision and to secure its
obligations under the Guaranty by pledging its stock in PlanGraphics upon the
following terms and conditions.
F. Simultaneously with the execution of this Agreement, PlanGraphics has
incurred certain obligations ("PlanGraphics' Obligations") to Human Vision
pursuant to that certain indemnity agreement of even date herewith ("Indemnity
Agreement");
G. Simultaneously with the execution of this Agreement, ISIS has guaranteed
PlanGraphics' Obligations pursuant to that certain guaranty of even date
herewith (the "Guaranty");
H. ISIS has agreed to pledge to Human Vision all of the issued and
outstanding stock it owns in PlanGraphics as security for ISIS's obligations
under the Guaranty in accordance with the provisions thereof.
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing recitals, the promises
and mutual covenants and agreements contained herein, and for other good and
valuable consideration, and intending to be legally bound hereby, the parties
agree as follows:
1. The term "Pledged Stock" shall mean all of the capital stock of
PlanGraphics, the certificate of which is delivered to Human Vision herewith,
with blank stock powers attached, together with all certificates, options,
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rights, or other distributions issued as an addition to, in substitution or
exchange for, or on account of, any such shares and all proceeds of the
foregoing, now or hereafter owned or acquired by ISIS.
2. (a) As security for the prompt satisfaction of the Guaranty and
PlanGraphics' Obligations, ISIS hereby pledges to Human Vision the Pledged Stock
and grants Human Vision a lien on and security interest therein under the
Uniform Commercial Code of Kentucky.
(b) If ISIS shall become entitled to receive or shall receive, in
connection with any of the Pledged Stock, any (i) stock certificate, including,
but without limitation, any certificate representing a stock dividend or in
connection with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off; or (ii) option, warrant or right, whether as an addition to or in
substitution or in exchange for any of the Pledged Stock, or otherwise, then
ISIS shall accept the same as Human Vision's agent, in trust for Human Vision,
and shall deliver them forthwith to Human Vision in the exact form received,
with appropriate stock powers duly executed in blank, to be held by Human
Vision, subject to the terms hereof, as part of the Pledged Stock.
(c) Upon the occurrence of any event of default ("Event of Default")
set forth and described in the Indemnity Agreement or Guaranty, Human Vision (i)
shall be entitled to exercise any voting and/or consensual powers pertaining to
the Pledged Stock attributable to such stock or any part thereof, and (ii) may,
without demand of performance or other demand, advertisement or notice of any
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kind (except the notice specified below of time and place of public or private
sale) to or upon ISIS or any other person (any and all such notices are, to the
extent permitted by law, hereby expressly waived), forthwith realize upon the
Pledged Stock, or any part thereof, and may forthwith
(d) sell or otherwise dispose of and deliver the Pledged Stock or any
part thereof or interest therein, in one or more parcels at public or private
sale or sales, at any exchange, broker's board or at any of Human Vision's
offices or elsewhere, at such prices and on such terms (including, but without
limitation, a requirement that any purchaser of all or any part of the Pledged
Stock purchase the shares constituting the Pledged Stock for investment and
without any intention to make a distribution thereof) as it may deem best, for
cash or on credit, or for future delivery without assumption of any credit risk,
with the right to Human Vision or any purchaser to purchase upon any such sale
the whole or any part of the Pledged Stock free of any right or equity of
redemption in ISIS, which right or equity is hereby expressly waived and
released.
(d) The proceeds of any such disposition or other action by Human
Vision shall be applied as follows:
(i) First, to the costs and expenses incurred in connection
therewith or incidental thereto or to the care or safekeeping of any
of the Pledged Stock or in any way relating to the rights of Human
Vision hereunder, including reasonable attorneys' fees and legal
expenses;
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(ii) Second, to the satisfaction of the Guaranty and
PlanGraphics' Obligations;
(iii)Third, to the payment of any other amounts required by
applicable law; and
(iv) Fourth, to ISIS or any other person or persons legally
entitled thereto to the extent of any surplus proceeds.
(e) Human Vision need not give more than 30 days notice of the time
and place of any public sale or of the time after which a private sale may take
place, which notice ISIS hereby acknowledges to be reasonable.
3. ISIS represents and warrants that:
(a) It is the legal and beneficial owner of Pledged Stock standing in
its name as stated in Section 1 above;
(b) All of the shares of the Pledged Stock have been duly and validly
issued, are fully paid and nonassessable, and owned by ISIS free of any pledge,
mortgage, hypothecation, lien, charge, encumbrance, or security interest in such
shares or the proceeds thereof, except for that granted hereunder;
(c) Upon delivery of the Pledged Stock to Human Vision, this Agreement
shall create a valid first lien upon and perfected security interest in the
Pledged Stock and the proceeds thereof, subject to no prior security interest,
lien, charge, or encumbrance, or agreement purporting to grant to any third
party a security interest in the property or assets of ISIS which would include
the Pledged Stock.
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4. (a) ISIS hereby covenants that, until all of the obligations under the
Guaranty and Indemnity Agreement have been satisfied in full, ISIS will not,
without Human Vision's written consent:
(i) Sell, assign, hypothecate, convey, or otherwise dispose of
any of the Pledged Stock or any interest therein;
(ii) Create, incur, or permit to exist any pledge, mortgage,
lien, charge, encumbrance or any security interest whatsoever in or
with respect to any of the Pledged Stock or the proceeds thereof,
other than that created hereby; or
(iii)Consent to or approve the liquidation, dissolution, or
cessation of business of the issuer of the Pledged Stock.
(b) ISIS warrants and will, at its own expense, defend Human Vision's
right, title, special property and security interest in and to the Pledged Stock
against the claims of any person, firm, corporation, or other entity.
5. (a) If Human Vision shall elect to exercise its right to sell or
otherwise dispose of all or any part of the Pledged Stock, and if, in the
opinion of counsel for Human Vision, it is necessary to have the Pledged Stock
or that portion thereof to be sold registered under the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), ISIS will use its
best efforts to cause:
(i) The issuer of the Pledged Stock, its directors and officers,
to take all action necessary to register the Pledged Stock or that
portion thereof to be disposed of under the provisions of the
Securities Act, at ISIS's expense;
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(ii) The registration statement relating thereto to become
effective and to remain so for not less than one year from the date of
the first public offering of the Pledged Stock or that portion thereof
so to be disposed of, and to make all amendments thereto and to the
related prospectus which, in the opinion of Human Vision or its
counsel, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of
the Securities and Exchange Commission applicable thereto;
(iii) The issuer of the Pledged Stock to comply with the
provisions of the "Blue Sky" laws of any jurisdiction which Human
Vision shall designate; and
(iv) The issuer of the Pledged Stock to make available to its
security holders, as soon as practicable, an earnings statement (which
need not be audited) covering a period of at least twelve months but
not more than eighteen months, beginning with the first month after
the effective date of any such registration statement, which earnings
statement will satisfy the provisions of Section 11(a) of the
Securities Act.
(b) ISIS acknowledges that a breach of any of the covenants contained
in Section 5(a) above may cause irreparable injury to Human Vision; that Human
Vision will have no adequate remedy at law with respect to such breach; and, as
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a consequence, that ISIS's covenants in Section 5(a) shall be specifically
enforceable against ISIS; and ISIS hereby waives, to the extent such waiver is
enforceable under law, and shall not assert, any defenses against an action for
specific performance of such covenants, except for a defense that no Event of
Default has occurred.
(c) Notwithstanding the foregoing, ISIS recognizes that Human Vision
may be unable to effect a public sale of all or part of the Pledged Stock and
may be compelled to resort to one or more private sales to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire the
Pledged Stock for their own account, for investment and not with a view to the
distribution or resale thereof. ISIS acknowledges that any such private sales
may be at prices and on terms less favorable to Human Vision than those of
public sales, and agrees that such private sales shall be deemed to have been
made in a commercially reasonable manner and that Human Vision has no obligation
to delay sale of any Pledged Stock to permit the issuer thereof to register it
for public sale under the Securities Act.
6. ISIS will promptly deliver to Human Vision all written notices, and
will promptly give Human Vision written notice of any other notices received by
ISIS, with respect to the Pledged Stock.
7. ISIS shall at any time, and from time to time, upon the written
request of Human Vision, execute and deliver such further documents and do such
further acts and things as Human Vision may reasonably request to effect the
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purposes of this Agreement, including, without limitation, delivering to Human
Vision upon the occurrence of an Event of Default irrevocable proxies with
respect to the Pledged Stock in form satisfactory to Human Vision.
8. (a) Beyond the exercise of reasonable care to assure the safe custody
of the Pledged Stock while held hereunder, Human Vision shall have no duty or
liability to preserve rights pertaining thereto and shall be relieved of all
responsibility for the Pledged Stock upon surrendering it or tendering surrender
of it to ISIS.
(b) No course of dealing between ISIS and Human Vision, nor any
failure to exercise, nor any delay in exercising, any right, power, or privilege
of Human Vision hereunder or under the Guaranty or PlanGraphics' Obligations or
any other agreement relating thereto shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power, or privilege hereunder
or thereunder preclude any other or further exercise thereof or the exercise of
any other right, power, or privilege.
(c) The rights and remedies provided herein, in the Guaranty, in the
Indemnity Agreement, and in all other agreements, instruments, and documents
delivered pursuant to or in connection with the Transaction are cumulative and
are in addition to and not exclusive of any rights or remedies provided by law,
including, but without limitation, the rights and remedies of a secured party
under the Uniform Commercial Code of Kentucky. This Agreement shall remain valid
and enforceable notwithstanding (i) any release of any other collateral or
security for or any person liable on the Guaranty or PlanGraphics' Obligations,
(ii) any waiver of any of the rights and remedies of Human Vision against
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PlanGraphics, ISIS, or any other person, (iii) the amendment, impairment, or
invalidity of the Guaranty, PlanGraphics' Obligations, or any other agreement or
instrument, or (iv) any extension, increase, decrease, or other modification of
the Guaranty or PlanGraphics' Obligations. It is further understood that Human
Vision may enforce its rights and remedies under this Agreement without first
proceeding against PlanGraphics and against other collateral or security for the
Guaranty and PlanGraphics' Obligations.
(d) The provisions of this Agreement are severable, and if any clause
or provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision or part thereof in such jurisdiction and shall not in any
manner affect such clause or provision in any other jurisdiction or any other
clause or provision in this Agreement in any jurisdiction. 9. Any notice
required or permitted by this Agreement shall be effective when deposited in the
United States mail, certified or registered, postage prepaid, addressed to the
party to receive such notice at the following address or at such other address
as such party may designate in writing to the other party in accordance with
this paragraph:
If to ISIS: Xxxx Xxxxxxx, Vice President Finance and Administration
Integrated Spatial Information Solutions, Inc.
Plaza Center 00000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
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If to Human Vision: Human Vision L.L.C.
0000 Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxxx 00000
10. This Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the parties hereto.
11. This Agreement shall be construed in accordance with the substantive
law of the State of Kentucky without regard to principles of conflicts of law
and is intended to take effect as an instrument under seal.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
Attest/Witness: Integrated Spatial Information Solutions, Inc.
By:_________________ By: ____________________
Its:_________________ Its: ____________________
Attest/Witness: Human Vision L.L.C.
By:_________________ By: _____________________
Its:__________________ Its: _____________________
STATE OF KENTUCKY
COUNTY OF FRANKLIN
The foregoing Stock Pledge Agreement was acknowledged before me on this
_____ day of February, 2001, by ________________________,
________________________ of Integrated Spatial Information Solutions, Inc., a
Colorado corporation, on behalf of the corporation.
My commission expires:_______________
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Notary Public State-at-Large
STATE OF KENTUCKY
COUNTY OF FRANKLIN
The foregoing Stock Pledge Agreement was acknowledged before me on this
_____ day of February, 2001, by ________________________,
________________________ of Human Vision L.L.C. a Maryland limited liability
company.
My commission expires:_______________
----------------------------
Notary Public State-at-Large
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STOCK POWER
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For value received, the undersigned hereby sells, assigns and transfers
unto _____________________________, one share of common stock of PlanGraphics,
Inc., a Maryland corporation, represented by Certificate No. ____, and hereby
irrevocably constitutes and appoints ___________________________ its Attorney to
transfer the said share on the books of PlanGraphics, Inc., with full power of
substitution in the premises.
Dated:_______________________
Integrated Spatial Information Solutions, Inc.
By:_______________________________
Its:_______________________________
Dated:
STATE OF KENTUCKY
COUNTY OF FRANKLIN
The foregoing Stock Power was acknowledged before me on this _____ day of
February, 2001, by ___________________________, _____________________________ of
Integrated Spatial Information Solutions, Inc., a Colorado corporation, on
behalf of the corporation.
My commission expires:_____________
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Notary Public State-at-Large
