Sample Business Contracts

Stock Pledge Agreement - Rentrak Corp. and Michael Lightbourne

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                             STOCK PLEDGE AGREEMENT

DATE:             August 30, 2000

BETWEEN:          Michael Lightbourne (Pledgor)

AND:              Rentrak Corporation ("Secured Party" or "Company")


A. Pledgor and Secured Party entered into a Loan Agreement of even date herewith
(the  "Loan  Agreement"),  wherein  the  Secured  Party  agreed to loan funds to
Pledgor to  exercise  certain  options to  purchase  stock of the  Company,  and
Pledgor agreed to execute and deliver a Promissory  Note to the Secured Party in
payment therefor, a copy of which is attached to the Loan Agreement as Exhibit A
(the "Note").

B. Pledgor  agreed  within the Loan  Agreement to grant Secured Party a security
interest in the shares of the common stock of the Company that Pledgor purchased
with the  proceeds of the Note (the  "Shares" or  "Pledged  Shares"),  to secure
payment of Pledgor's obligations under the Loan Agreement and the Note.

     NOW,  THEREFORE,  in order to secure payment of the Note, the parties agree
as follows:


1. Grant of Security Interest.  Pledgor grants to Secured Party a first priority
security interest in the Shares.

2. Obligations. The obligations secured by this Agreement are the obligations of
Pledgor  on the Note,  the Loan  Agreement  and this  Agreement,  including  the
obligation to make all payments on the Note.

3. Delivery of Certificates for Pledged Shares. Pledgor has delivered to Secured
Party  one or  more  stock  certificates  evidencing  the  Pledged  Shares  (the
"Certificates"),  together with a stock power endorsed in blank, to hold subject
to the terms of this Agreement.

4. Care of Certificates. Secured Party shall take reasonable care in the custody
and  the  preservation  of the  Certificates.  On  performance  in  full  of all
obligations  secured  by  this  Agreement,   Secured  Party  shall  deliver  the
Certificates  to Pledgor,  together with the stock power  endorsed by Pledgor in

5. Covenants of Pledgor with Respect to Pledged Shares. Pledgor agrees that:

          (a)  Pledgor  shall  not allow or grant  any  other  lien or  security
interest with respect to the Pledged Shares.

          (b) Pledgor shall procure,  execute, and deliver from time to time any
endorsements,  assignments,  financing  statements,  and other  writings  deemed
necessary or  appropriate  by Secured  Party to perfect,  maintain,  and protect
Secured Party's security interest and priority in the Pledged Shares.

6.  Authorized  Action by Secured Party;  Proxy.  Pledgor  irrevocably  appoints
Secured Party as  attorney-in-fact  and grants  Secured Party a proxy to do (but
Secured  Party  shall not be  obligated  to, and shall  incur no  liability  to,
Pledgor  or any  third  party for  failure  to, do so),  after  and  during  the
continuance  of an Event of Default  (as defined in Section 8,  below),  any act
that Pledgor is obligated  by this  Agreement to do and to exercise  such rights
and powers as Pledgor might  exercise with respect to the Pledged  Shares.  With
respect to voting the Pledged Shares,  this Section 6 constitutes an irrevocable
appointment of a proxy, coupled with an interest, which shall continue until all
obligations secured hereunder are performed in full, provided,  however, Secured
Party  shall  have no rights  under  such  proxy  unless  and until  there is an
occurrence of an Event of Default by Pledgor hereunder.

7. Voting Pledged Shares; Custody of Certificates.

               (a) As long as no Event of  Default  (as  defined  in  Section 8,
below) shall have occurred,  and further subject to the other provisions of this
Agreement, Pledgor shall be entitled to vote the Pledged Shares.

               (b) If at any time or from  time to  time,  with  respect  to the
Pledged  Shares,  Pledgor shall receive or shall become  entitled to receive any
dividend,  warrant,  option, or any other distribution (including bonus payments
as discussed in the Loan  Agreement),  whether in securities or other  property,
for  any  reason,  including  without  limitation,   liquidation,  stock  split,
spin-off,  split-up or reclassification,  combination of shares, or the like, or
in  case  of  any  reorganization,   consolidation,  or  merger,  Pledgor  shall
immediately  deliver all such  dividends or other  distribution,  in pledge,  to
Secured  Party as security for the payment and  performance  of the  obligations
secured by this Agreement.  Pledgor shall immediately notify the Company to make
all such distributions  directly to Secured Party. Secured Party may endorse, in
Secured Party's name or in the name of Pledgor, any and all instruments by which
any  payment  on the  Pledged  Shares  may be made and may take  such  action as
Secured Party may deem appropriate from time to time, in Secured Party's name or
in the name of Pledgor,  to enforce  collection of the Pledged Shares.  For such
purpose, Pledgor appoints Secured Party the attorney-in-fact of Pledgor, under a
power coupled with an interest, with full power of substitution.

               (c) So long as the obligations  secured by this Agreement  remain
outstanding, Pledgor will not transfer, whether by sale, gift, or otherwise, any
ownership interest in the Shares without Secured Party's prior written approval.


8. Events of Default.  Any one or more of the following  events  constitutes  an
event of default under this Agreement ("Event of Default"):

               (a)  The  occurrence  of an  Event  of  Default  under  the  Loan
Agreement,  as  such  term  is  defined  in  the  Loan  Agreement,  specifically
including, without limitation, failure of the Pledgor to comply with any term or
condition of, or fulfill any of Pledgor's  obligations  under, the Note attached
as an Exhibit to the Loan Agreement within the applicable cure periods,  if any,
set forth therein.

               (b) A breach of or failure  to  perform  any of the terms of this
Agreement, which has not been cured within 5 days after notice has been given of
such breach or failure,  including,  without limitation, the covenants contained
in this Agreement.

9.  Remedies  Upon  Default.  Upon the  occurrence  of any Event of  Default  by
Pledgor,  Secured  Party  may,  in Secured  Party's  sole  discretion,  take the
following steps:

               (a) Secured Party may  foreclose on its security  interest in the
Pledged Shares in accordance with the Oregon Uniform Commercial Code,  provided,
however,  in no event  shall  Pledgor be  personally  liable  for any  Principal
Deficiency  (such term meaning that portion of the Note balance  attributable to
principal (but not to interest)  under the terms of the Note and Loan Agreement)
in any action or suit to foreclose on Secured Party's  security  interest in the
Pledged Shares, or any deficiency resulting from the sale of the Pledged Shares,
nor shall any  action or  proceeding  be  brought  against  Pledgor  to  recover
judgment  against  Pledgor upon any  outstanding  obligations  or liabilities of
Pledgor under the Loan Agreement or any of the  Agreements  attached as Exhibits
thereto; and

               (b) Pursue any other remedy available at law or equity to recover
any sums other than a Principal Deficiency.

10. Limited Recourse. Notwithstanding any provision express or implied herein to
the contrary,  in the event of the  occurrence of an Event of Default by Pledgor
hereunder,  including a default by Pledgor in the payment of  principal,  on the
Note,  Pledgor shall not be personally  liable therefor and Secured Party's sole
remedy for such default  shall be limited to the remedies set forth in Section 9
above.  This Agreement and the Note are  non-recourse to Pledgor with respect to
Principal Deficiencies, but not with respect to payment of interest. In no event
shall Pledgor be personally liable for any Principal Deficiency in any action or
suit to foreclose on Secured Party's security interest in the Pledged Shares.

11.   Miscellaneous.

          11.1 Entire  Agreement;  Amendment.  This  document and the  documents
referenced herein are the entire, final and complete Agreement and understanding
of the parties with respect to the subject  manner  hereof,  and  supersedes and
replaces all written and oral agreements and  understandings  heretofore made or
existing  by and  between  the  parties or their  representatives  with  respect
thereto.  No supplement,  modification  or amendment of this Agreement  shall be
valid, unless the same is in writing and signed by all parties hereto.


          11.2 Waiver.  No waiver of any  provision of this  Agreement  shall be
deemed,  or shall  constitute,  a waiver of any other provision,  whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

          11.3 Binding Effect. All rights, remedies and liabilities herein given
to or imposed  upon the  parties  shall  extend to,  inure to the benefit of and
bind, as the circumstances may require,  the parties and their respective heirs,
personal representatives, administrators, successors and assigns.

          11.4 Notices. Any notice or other communication  required or permitted
under this  Agreement  shall be in writing and shall be deemed given on the date
of  transmission  when  sent by telex or  facsimile  transmission,  on the third
business day after the date of mailing when mailed by  certified  mail,  postage
prepaid, return receipt requested, from within the United States, or on the date
of  actual  delivery,  whichever  is the  earliest,  and  shall  be  sent to the
following  addresses,  or to such  other  address  as any  party  may  hereafter
designate by written notice to the others:

            Secured Party                 Pledgor
            Rentrak Corporation           Michael Lightbourne
            One Airport Center            P.O. Box 510
            7700 N.E. Ambassador Place    Gresham, Oregon 97030
            Portland, Oregon 97220

          11.5 Severability. If any portion of this Agreement or its application
is construed to be invalid, illegal or unenforceable, then the other portions of
the Agreement or its application thereof shall not be affected thereby and shall
be given full force and effect  without  regard to the invalid or  unenforceable

          11.6  Attorney's  Fees.  In the event any suit,  action or other legal
proceeding  shall be  instituted to declare or enforce any right created by this
Agreement,  or by reason of any breach of this Agreement,  the prevailing  party
shall be  entitled  to recover  reasonable  attorney  fees as fixed by the trial
court and all appellate courts.

          11.7 Governing Law. This  Agreement  shall be governed,  construed and
enforced  in  accordance  with the laws of the State of  Oregon,  excluding  its
conflict of law principles. 11.8 Counterparts. This Agreement may be executed in
any  number of  counterparts,  each of which  shall be deemed to be an  original
instrument and all of which together shall constitute a single agreement.

          11.8  Counterparts.  This  Agreement  may be executed in any number of
counterparts, each of which shall be deemed to be an original instrument and all
of which together shall constitute a single agreement


          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed in duplicate as of the day and year first above written.

PLEDGOR:                                 /s/ Michzel Lightbourne
                                         Name: Michael Lightbourne

SECURED PARTY:                           RENTRAK CORPORATION

                                         /s/ Ron Berger
                                         By:  Ron Berger
                                         Title:  Chairman & Chief Executive