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Exhibit 10.05
PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of October 11, 2001 between FIRST REALTY
INVESTMENTS, INC., a Nevada corporation (the "PLEDGOR"), and QUEPASA.COM, INC.,
a Delaware corporation (the "LENDER").
The Pledgor has simultaneously herewith executed and delivered a guaranty
(the "GUARANTY") to the Lender in connection with the loan (the "LOAN") in the
amount of $500,000 to Great Western Land and Recreation, Inc., a Delaware
corporation (the "BORROWER"), from the Lender evidenced by a promissory note
dated as of the date hereof (the "NOTE"). The obligation of the Lender to make
the Loan to the Pledgor is conditioned on, among other things, the execution and
delivery by the Pledgor of this pledge agreement ("PLEDGE AGREEMENT") in the
form hereof to secure the due and punctual payment by the Pledgor of (a) all
amounts due under the Note, when and as due, whether at maturity, by
acceleration, or otherwise; and (b) all other obligations of the Pledgor to the
Lender under the Note (all of the foregoing obligations being collectively
called the "OBLIGATIONS"). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Note.
1. PLEDGE. As security for the timely payment and performance in full of the
Obligations, the Pledgor hereby pledges and grants to the Lender a
security interest in (a) the membership interest and the certificates
representing or evidencing all such interest of the Pledgor in Laguna
Investments, L.L.C., an Arizona limited liability company (the "PLEDGED
INTEREST") (b) all payments of principal or interest, distributions,
dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of, in exchange
for or upon the conversion of the Pledged Interest; (c) except as provided
in Section 5, all rights and privileges of the Pledgor with respect to the
Pledged Interest; and (d) all proceeds of any of the foregoing (the items
referred to in clauses (a) through (d) being collectively called the
"COLLATERAL"). Upon delivery to the Lender, any stock certificates, notes
or other securities or instruments now or hereafter included in the
Collateral (the "PLEDGED SECURITIES") shall be duly endorsed and delivered
to the Lender or accompanied by stock powers duly executed in blank or
other instruments of transfer satisfactory to the Lender and by such other
instruments and documents as the Lender may reasonably request, and all
other property comprising part of the Collateral shall be accompanied by
proper instruments of assignment duly executed by the Pledgor and such
other instruments or documents as the Lender may reasonably request. Each
delivery of Pledged Securities shall be accompanied by a schedule
describing the securities theretofore and then being pledged hereunder,
which schedule shall be attached hereto as SCHEDULE A and made a part
hereof. Each schedule so delivered shall supersede any prior schedules so
delivered.
2. DELIVERY OF THE COLLATERAL, FURTHER ASSURANCES. The Pledgor agrees to
promptly deliver or cause to be delivered to the Lender any and all
Pledged Securities, and any and all certificates or other instruments or
documents representing the Collateral. At any time and from time to time,
upon the written request of the Lender, and at the sole expense of
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the Pledgor, the Pledgor will promptly and duly execute and deliver any
and all such further documents and take such further action as the Lender
may reasonably deem desirable in obtaining the full benefits of this
Pledge Agreement and of the rights and powers herein granted, including,
without limitation, the filing of any financing or continuation statements
under the Uniform Commercial Code in effect in any jurisdiction with
respect to the security interests granted hereby, or providing any other
necessary documentation thereof to the Lender in order to secure "control"
of the securities, as such term is used and defined in the Uniform
Commercial Code.
3. REPRESENTATIONS AND WARRANTIES. The Pledgor hereby represents, warrants
and covenants to and with the Lender that:
(a) Except for the security interest granted
hereunder, the Pledgor (i) is and will at all times continue to be the
direct owner, beneficially and of record, of the Pledged Securities; (ii)
holds the same free and clear of all liens, charges or other encumbrances
("LIENS"); (iii) will make no assignment, pledge, hypothecation or
transfer of, or create any security interest in, the Collateral; and (iv)
will cause any and all certificates, instruments or other documents
representing or evidencing Collateral to be forthwith deposited with the
Lender and pledged or assigned thereunder;
(b) By virtue of the execution and delivery by the
Pledgor of this Pledge Agreement, and when the Pledged Securities,
certificates, instruments or other documents representing or evidencing
the Collateral are delivered to the Lender in accordance with this Pledge
Agreement, the Lender will obtain a valid, legal and perfected first
priority lien upon and security interest in such Pledged Securities as
security for the repayment of the Obligations, free and clear of all
Liens; and
(c) The pledge effected hereby is effective to vest
in the Lender the rights of the Lender in the Collateral and Pledged
Securities as set forth herein.
(d) NO CONFLICTS. The execution and delivery of
the Guaranty and this Pledge Agreement do not and will not (i) violate or
conflict with any provision of, or give rise to any right of termination
or acceleration under, (a) the certificate of formation or operating
agreement or any other organization and governance documents of the
Guarantor or Laguna Investments, L.L.C., (b) any statute, rule,
regulation, order or decree of any public body or authority applicable to
Pledgor or Laguna Investments, L.L.C. or by which Borrower or its assets
are bound or (c) any contract instrument or other agreement to which
Pledgor or Laguna Investments, L.L.C. is a party or by which Pledgor or
Laguna Investments, L.L.C. or their respective assets are bound, or (ii)
result in the creation of any encumbrance on any of the Pledgor's or
Laguna Investments, L.L.C.'s assets or any equity interests in Pledgor or
Laguna Investments, L.L.C., other the security interests created by this
Pledge Agreement and the Guaranty.
(e) The Pledged Interest represents a 100%
ownership interest in Laguna Investments, L.L.C., which owns a 25%
interest in the Laguna Apartments condominium complex in Glendale,
Arizona.
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4. REGISTRATION IN NOMINEE NAME; DENOMINATIONS. The Lender shall have the
right (in its sole and absolute discretion) to hold the Pledged Securities
in its own name, the name of its nominee or the name of the Pledgor,
endorsed or assigned in blank or in favor of the Lender. The Pledgor will
promptly give to the Lender copies of any notices or other communications
received by it with respect to Pledged Securities registered in the name
of the Pledgor. The Lender shall at all times have the right to exchange
the certificates representing Pledged Securities for certificates of
smaller or larger denominations for any purposes consistent with this
Pledge Agreement.
5. VOTING RIGHTS; DIVIDENDS AND INTEREST; ETC.
(a) Unless and until an Event of Default shall have
occurred and be continuing:
(i) The Pledgor shall be entitled to
exercise any and all voting rights accruing to it as the owner of Pledged
Securities for any purpose consistent with the terms of this Pledge
Agreement and the Note as long as such exercise of rights could not
reasonably be expected to adversely affect the rights and remedies of the
Lender or the ability of the Lender to exercise the same.
(ii) Any and all dividends and distributions
made on or in respect of Pledged Securities, whether paid or payable in
cash, securities or other property and, whether resulting from a
subdivision, combination or reclassification of the outstanding membership
interest of the issuer of any Pledged Securities or received in exchange
for or in redemption of Pledged Securities or any part thereof, or as a
result of any merger, consolidation, acquisition or other exchange of
assets to which such issuer may be a party or otherwise, shall be and
become part of the Collateral and, if received by the Pledgor, shall not
be commingled by the Pledgor with any of its other funds or property but
shall be held separate and apart therefrom in trust for the benefit of the
Lender and shall be delivered to the Lender in the same form as so
received (with any necessary endorsement).
(b) All dividends and distributions which are
received by the Pledgor shall be received in trust for the benefit of the
Lender, shall be segregated from other property or funds of the Pledgor
and shall be immediately delivered to the Lender in the same form as so
received (with any necessary endorsement). Any and all money and other
property paid over to or received by the Lender pursuant to the provisions
of this Section 5(b) shall be deposited by the Lender in an account to be
established by the Lender upon receipt of such money or other property.
(c) Upon the occurrence and during the continuance
of an Event of Default, all rights of the Pledgor to exercise the voting
rights which it is entitled to exercise pursuant to Section 5(a)(i) shall
cease, and all such rights shall thereupon become vested in the Lender,
which shall have the sole and exclusive right (but not the obligation) and
authority to exercise such voting rights. The Pledgor shall execute and
deliver to the Lender, all such proxies, powers of attorney, and other
instruments as the
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Lender shall request for the purpose of enabling the Lender to exercise
the voting rights which it is entitled to exercise pursuant to this
Section 5(c) during the continuance of such Event of Default.
6. REMEDIES UPON DEFAULT. Upon the occurrence and during the continuance of
an Event of Default, whether or not all of the Obligations shall have
become due and payable, in addition to its rights under the Note:
(a) The Lender shall have all of the rights and
remedies with respect to the Collateral of a secured party under the
Uniform Commercial Code as in effect in the State of Arizona and such
additional rights and remedies to which a secured party is entitled under
the laws in effect in any jurisdiction where any rights and remedies
hereunder may be asserted, including without limitation the right, to
maximum extent permitted by law, to become the owner of the collateral and
to exercise all voting, consensual and other powers of ownership
pertaining to the Collateral as if the Lender were the sole and absolute
owner thereof (and the Pledgor agrees to take all such action as may be
appropriate to give effect to such right);
(b) The Lender in its discretion may, in its name
or in the name of the Pledgor or otherwise, demand, sue for, collect or
receive any money or property at any time payable or receivable on account
of or in exchange for any of the Collateral, but shall be under no
obligation to do so; and
(c) The Lender may, with respect to the Collateral
or any part thereof which shall then be or shall thereafter come into the
possession, custody or control of the Lender, sell, lease, assign or
otherwise dispose of all or part of such Collateral, at such place or
places or to such person or persons as the Lender deems best, and for cash
or for credit or for future delivery (without thereby assuming any credit
risk).
The Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and
applicable state securities laws, the Lender may be compelled, with
respect to any sale of all or any part of the Collateral, to limit
purchasers to those who will agree, among other things, to acquire the
Collateral for their own account, for investment and not with a view to
the distribution or resale thereof. The Pledgor acknowledges that any such
private sales may be at prices and on terms less favorable to the Lender
than those obtainable through a public sale without such restrictions,
and, notwithstanding such circumstances, agrees that any such private sale
shall be deemed to have been made in a commercially reasonable manner and
that the Lender shall have no obligation to engage in public sales and no
obligation to delay the sale of any Collateral for the period of time
necessary to permit the Pledgor to register such Collateral for public
sale.
7. RIGHTS OF LENDER. If an Event of Default shall occur, the Lender shall
have the right to receive any and all cash dividends or distributions paid
in respect of the Pledged Securities and make application thereof to the
Loan, in such order as Lender, in its sole discretion, may elect. If an
Event of Default shall occur, then all such Pledged Securities
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at Lender's option shall be registered in the name of Lender or its
nominee, and Lender or its nominee may thereafter exercise (i) all voting,
and all limited liability company and other rights pertaining to the
Pledged Securities and (ii) any and all rights of conversion, exchange,
and subscription and any other rights, privileges or options pertaining to
such Pledged Securities as if it were the absolute owner thereof
(including, without limitation, the right to exchange at its discretion
any and all of the Pledged Securities upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the
organizational structure of the Pledgor or upon the exercise by the Lender
of any right, privilege or option pertaining to such Pledged Securities,
and in connection therewith, the right to deposit and deliver any and all
of the Pledged Securities with any committee, depository, transfer agent,
registrar or other designated agency upon such terms and conditions as it
may determine), all without liability except to account for property
actually received by it, but the Lender shall have no duty to exercise any
such right, privilege or option and shall not be responsible for any
failure to do so or delay in so doing.
8. REIMBURSEMENT OF LENDER. The Pledgor hereby agrees to reimburse the
Lender, on demand and to the extent of the Pledged Securities, for all
expenses incurred by the Lender in connection with the administration and
enforcement of this Pledge Agreement and agrees to indemnify the Lender
and hold the Lender harmless from and against any and all liability
incurred by the Lender hereunder or in connection herewith, unless such
liability shall have been determined by a final, non-appealable order of a
court of competent jurisdiction to have resulted solely from willful
misconduct or gross negligence on the part of the Lender.
9. LENDER APPOINTED ATTORNEY-IN-FACT. Except as otherwise provided herein,
the Pledgor hereby appoints the Lender the attorney-in-fact of the Pledgor
for the purposes of carrying out the provisions of this Pledge Agreement
or taking any action or executing any instrument that the Lender may deem
necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting
the generality of the foregoing, the Lender shall have the right, upon the
occurrence and during the continuance of an Event of Default, with full
power of substitution either in the Lender's name or in the name of the
Pledgor, to ask for, demand, sue for, collect, receive and give
acquittance for any and all monies due or to become due under or by virtue
of any Collateral, to endorse checks, drafts, orders and other instruments
for the payment of money payable to the Pledgor constituting Collateral or
any part thereof or on account thereof and to give full discharge for the
same, to settle, compromise, prosecute or defend any action, claim or
proceeding with respect thereto, and to sell, assign, endorse, pledge,
transfer and make any agreement respecting, or otherwise deal with, the
same; provided, however, that nothing herein contained shall be construed
as requiring or obligating the Lender to make any commitment or to make
any inquiry as to the nature or sufficiency of any payment received by the
Lender, or to present or file any claim or notice, or to take any action
with respect to
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the Collateral or any part thereof or the monies due or to become due in
respect thereof or any property covered thereby, and no action taken by
the Lender or omitted to be taken with respect to the Collateral or any
part thereof shall give rise to any defense, counterclaim or offset in
favor of any of the Pledgor or to any claim or action against the Lender.
10. NO WAIVER. No failure on the part of the Lender to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such
right, power or remedy by the Lender preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. All
remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law. The Lender shall not be deemed to have waived
any rights hereunder or under any other agreement or instrument unless
such waiver shall be in writing and signed by such parties.
11. SECURITY INTEREST ABSOLUTE. All rights of the Lender hereunder, the grant
of a security interest in the Collateral and all obligations of the
Pledgor hereunder shall be absolute and unconditional irrespective of (a)
any lack of validity or enforceability of the Note or this Pledge
Agreement, any agreement with respect to any of the Obligations or any
other agreement or instrument relating to any of the foregoing; (b) any
change in the time, manner or place of payment of, or in any other term
of, all or any of the Obligations, or any other amendment or waiver of or
any consent to any departure from the Note or this Pledge Agreement; (c)
any exchange, release, amendment or waiver of, or consent to or departure
from, any guaranty for all or any of the Obligations; or (d) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the Pledgor in respect of the Obligations or in respect of
this Pledge Agreement.
12. TERMINATION. This Pledge Agreement shall terminate when all the
Obligations have been fully and indefeasibly paid, at which time the
Lender shall reassign and deliver to the Pledgor, or to such person or
persons as the Pledgor shall designate, against receipt therefor, such of
the Collateral (if any) as shall not have been sold or otherwise applied
by the Lender pursuant to the terms hereof and shall still be held by it
hereunder, together with appropriate instruments of reassignment and
release. Any such reassignment shall be without recourse to or warranty by
the Lender and at the expense of the Pledgor.
13. NOTICES. All communications and notices hereunder shall be in writing and
given as provided in the Note.
14. FURTHER ASSURANCES. The Pledgor agrees to do such further acts and things,
and to execute and deliver such additional conveyances, assignments,
agreements and instruments, as the Lender may at any time request in
connection with the administration and enforcement of this Pledge
Agreement, with respect to the Collateral or any part thereof or in order
better to assure and confirm unto the Lender its rights and remedies
hereunder.
15. WAIVER OF STATUTORY REMEDIES. The Pledgor hereby waives all rights of
valuation of the Pledged Securities and all rights it now has or may
hereafter have to any amounts that, following any forfeiture of the
Pledged Securities in accordance with this Pledge Agreement (including,
without limitation, application of the Pledged Securities to the
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Loan and forfeiture or liquidation of the Pledged Securities), may exceed
the then outstanding value of the Obligations.
16. BINDING AGREEMENT; ASSIGNMENTS. This Pledge Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, administrators,
successors and assigns, except that without the written consent of the
Lender, the Pledgor shall not be permitted to assign this Pledge Agreement
or any interest herein or in the Collateral or any part thereof, or
otherwise transfer, pledge, encumber or grant any option with respect to
the Collateral or any part thereof.
17. SURVIVAL OF AGREEMENT; SEVERABILITY. All covenants and agreements made by
the Pledgor herein and in the certificates or other instruments prepared
or delivered in connection with this Pledge Agreement shall be considered
to have been relied upon by the Lender, the Lender and shall survive the
making by the Lender of the Loan, the execution and delivery to the Lender
of the Note, and shall continue in full force and effect as long as any
amount under the Loan or any guaranty of the of the Loan remains unpaid.
18. SEVERABILITY. Whenever possible, each provision of this Pledge Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement is held to
be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other
jurisdiction, but this Pledge Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.
19. ENTIRE AGREEMENT. The Note, the Guaranty and this Pledge Agreement and any
other documents delivered pursuant hereto and thereto shall embody the
complete agreement and understanding between the parties with respect to
the subject matter hereof and supersede and preempt any prior
understandings, agreements or representations by or between the parties,
written or oral, which may have related to the subject matter hereof in
any way.
20. COUNTERPARTS. This Pledge Agreement may be executed in separate
counterparts each of which will be an original and all of which taken
together will constitute one and the same agreement.
21. GOVERNING LAW. This Pledge Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Arizona without giving
effect to any choice of law or conflict of law provision or rule (whether
of the State of Arizona or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Arizona.
22. WAIVER OF JURY TRIAL. Each party hereto hereby waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by
jury in respect of any litigation directly or indirectly arising out of,
under or in connection with this Pledge Agreement or any of
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the other documents. Each party hereto (a) certifies that no
representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver; and (b) acknowledges
that it and the other parties hereto have been induced to enter into this
Pledge Agreement and the other documents, as applicable, by, among other
things, the mutual waivers and certifications in this Section 22.
23. HEADINGS. Section headings used herein are for convenience of reference
only, are not part of this Pledge Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Pledge Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Pledgor and the Lender have caused this Pledge
Agreement to be duly executed as of the date first written above.
PLEDGOR:
FIRST REALTY INVESTMENTS, INC.
By:
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Name:
Title:
LENDER:
QUEPASA.COM, INC.
By:
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Name:
Title:
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SCHEDULE A
PLEDGED SECURITIES
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