Pledge Agreement - Tickets.com Inc. and Ronald Bension
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("Agreement") is made as of the 18th day of
December, 2001, by and between Ronald Bension ("Pledgor') and Tickets.com, Inc.,
a Delaware corporation ("Pledgee").
R E C I T A L S
A. Under that certain Secured Full Recourse Promissory Note
("Note") dated as of even date herewith by Pledgor in favor of Pledgee, Pledgee
has agreed to loan to Pledgor the principal amount of Two Hundred Seventy-Eight
Thousand Nine Hundred Seventy-Seven Dollars and Fifty Cents ($278,977.50).
B. Pledgor is the owner of 100,000 shares of stock of Borrower
(the "Shares").
C. In order to secure Pledgor's obligations under the Note,
Pledgor and Pledgee desire that Pledgor pledge the Shares to Pledgee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, and
the covenants and agreements contained herein, the parties hereto agree as
follows:
Section 1. Pledge. Pledgor hereby pledges to Pledgee, and grants
to Pledgee a security interest in, all of his right, title and interest in and
to the Shares and the certificate(s) representing the Shares (collectively, the
"Pledged Collateral").
Section 2. Security for Obligations. The Pledged Collateral shall
secure (i) the payment of all principal, interest and other sums now or
hereafter due and payable to Pledgee pursuant to the terms and conditions of the
Note and (ii) the performance of all covenants, agreements and other obligations
of Pledgor under the Note (collectively, the "Obligations").
Section 3. Delivery of Pledged Shares. All certificates and
instruments representing or evidencing the Shares shall be delivered to Pledgee
concurrently with the execution hereof, and shall be held by Pledgee pursuant
hereto. Said certificates and instruments shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to Pledgee.
Section 4. Representations and Warranties. Pledgor hereby
represents and warrants to Pledgee as follows:
(a) This Agreement constitutes the legal, valid and
binding obligation of Pledgor, enforceable against Pledgor in accordance with
its terms.
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(b) Except as provided herein, the Pledged Collateral is
not subject to any lien, mortgage, pledge or security interest.
Section 5. Further Assurances. Pledgor agrees that, at any time
and from time to time, it will promptly execute and deliver all further
instruments and documents, and take all further action, that may be reasonably
necessary or that Pledgee may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable Pledgee to exercise and enforce its rights and remedies hereunder with
respect to any Pledged Collateral.
Section 6. Transfers and Other Liens; Additional Shares.
(a) Pledgor agrees that it will neither (i) sell or
otherwise dispose of, or grant any option with respect to, any of the Pledged
Collateral, nor (ii) create or permit to exist any lien, security interest, or
other charge or encumbrance upon or with respect to any of the Pledged
Collateral, except for the security interest granted under this Agreement.
(b) If any stock dividend, stock split, reclassification,
readjustment, reorganization or similar changes are declared or made in the
capital structure of the Company, all new, substituted and/or additional shares
or other securities issued to Pledgor by reason thereof (including, without
limitation, securities of other issuers received in exchange for the Shares
pursuant to any merger, consolidation or other reorganization) shall be
immediately pledged to Pledgee as additional Pledged Collateral hereunder and
Pledgor shall, immediately upon acquisition (directly or indirectly) thereof,
deliver to Pledgee the certificates, instruments and assignments relating to
such additional Pledged Collateral in accordance with Section 3 hereof.
Section 7. Pledgee Appointed Attorney-in-Fact. With respect to
this Pledge Agreement only, Pledgor hereby irrevocably constitutes and appoints
Pledgee, with full power of substitution, as its true and lawful attorney, in
its name, place and stead, from time to time and in Pledgee's discretion, to
take any and all action and to execute any and all instruments which Pledgee may
deem reasonably necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation, any and all actions relating to the
sale of the Shares to satisfy amounts due and payable to Pledgee pursuant to the
terms of the Note.
Section 8. Events of Default; Remedies upon Default.
(a) Any default under the Note shall constitute an Event
of Default under this Agreement.
(b) If any Event of Default shall have occurred hereunder,
Pledgee shall thereupon and thereafter be entitled to exercise with respect to
the Pledged Collateral, in addition to all other rights and remedies provided
for herein, under the Note or otherwise available to Pledgee, all of the rights
and remedies of a secured party upon a default under the California Uniform
Commercial Code.
Section 9. Expenses. Pledgor shall, upon demand, pay to Pledgee
the amount of any and all reasonable expenses, including, without limitation,
reasonable fees and expenses
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of Pledgee's counsel and any experts and agents, which Pledgee may incur in
connection with (i) the exercise or enforcement of any of the rights or remedies
hereunder, or (ii) the failure by Pledgor to perform or observe any of the
provisions of the Note.
Section 10. Indemnity. Pledgor promises and agrees to hold
harmless and indemnify Pledgee from and against any and all losses, liabilities,
damages, expenses, costs and reasonable attorneys' fees incurred by Pledgee in
or by exercising any right, power or remedy of Pledgee pursuant to this
Agreement or defending, protecting, enforcing, or prosecuting the security
interest created hereby. Payment of any such loss, liability or expense so
incurred shall become part of the Obligations secured hereby.
Section 11. Voting and Dividend Rights. Pledgor shall retain the
right to vote the Shares and receive any dividends or distributions thereon
until the Shares are realized upon as provided in this Agreement.
Section 12. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the
entire agreement between the parties pertaining to the subject matter contained
herein and supercedes all prior and contemporaneous agreements, representations,
and understandings of the parties.
(b) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
(c) Amendments, Waiver and Consents. No amendment or
waiver of any provision of this Agreement nor consent to any departure by
Pledgor from the provisions of this Agreement, shall in any event be effective
unless the same shall be in writing and signed by Pledgee, and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
(d) Continuing Security Interest; Release of Pledged
Collateral. This Agreement shall create a continuing security interest in the
Pledged Collateral and shall (i) remain in full force and effect until all of
the Obligations have been satisfied (the "Expiration Date"); (ii) be binding
upon Pledgor and his successors and assigns; and (iii) inure to the benefit of
Pledgee and his successors, transferees and assigns. Upon the Expiration Date,
this Agreement shall terminate and all right, title and interest in and to the
Pledged Collateral shall be revested in Pledgor, and Pledgee shall execute and
deliver all documents and instruments reasonably necessary to accomplish such
revesting.
(e) Governing Law; Terms. This Agreement shall be governed
by and construed in accordance with the internal laws (as opposed to conflicts
of law provisions) and decisions of the State of California.
(f) Recovery of Litigation Costs. If any legal action or
other proceeding is brought for the enforcement of this Agreement or the Note,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and disbursements and all
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of the costs and expenses incurred in that action or proceeding in addition to
any and all other relief to which it may be entitled.
(g) Severability. If any provision of this Agreement is
found to be invalid by any court of competent jurisdiction, the invalidity of
such provision shall not affect the validity of the remaining provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the date first above written.
"PLEDGOR"
/s/ Ronald Bension
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Ronald Bension
"PLEDGEE"
TICKETS.COM, INC.,
a Delaware corporation
By: /s/ Eric P. Bauer
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Eric P. Bauer
Chief Financial Officer
Exhibit 10.41 - Pledge Agreement
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STOCK POWER
For value received, the undersigned hereby sells, assigns and
transfers unto Tickets.com, Inc., a Delaware corporation ("Pledgee"), One
Hundred Thousand (100,000) shares of common stock of Pledgee, represented by
Certificate(s) No. _________, and does hereby irrevocably constitute and appoint
Pledgee, with full power of substitution, in its name and stead, from time to
time and in Pledgee's discretion, to transfer said shares on the books of
Pledgee.
Dated: December 18, 2001.
/s/ Ronald Bension
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Ronald Bension