Exhibit 10.15
SECURITIES PLEDGE AND SECURITY
AGREEMENT
This Securities Pledge and Security
Agreement (the “Agreement”) is made and entered into
this day of December, 2005, by and
between DENNIS L. RYLL (the Pledgor”) and MISSOURI STATE BANK
AND TRUST COMPANY (the “Secured Party”).
WHEREAS, ACCENTIA
BIOPHARMACEUTICALS, INC., a Florida corporation, is indebted to
Secured Party for borrowed money evidenced by its promissory note
dated as of even date herewith in the amount of Three Million
Dollars ($3,000,000) (the “Note”) issued pursuant to a
Revolving Credit Agreement (the “Loan Agreement”) also
dated as of even date herewith; and
WHEREAS, the Note is guaranteed by,
among others, Pledgor, pursuant to that certain Continuing Contract
of Guaranty, dated December 30, 2005 (the “Guaranty”);
and
WHEREAS, Pledgor is the owner of
certain securities more particularly described on Schedule 1 hereto
which are held by H&R Block Financial Advisors (“H&R
Block”) and which Pledgor has agreed to pledge to Lender to
secure the obligations of Pledgor under the Guaranty;
and
WHEREAS, capitalized terms used
herein which are defined in the Loan Agreement shall have the same
meanings when used herein.
NOW THEREFORE, for good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged the parties hereto hereby agree as follows:
1. GRANT OF SECURITY
INTEREST. For valuable consideration, the receipt of which is
hereby acknowledged, Pledgor hereby assigns, transfers and pledges
to Secured Party all right, title and interest of Pledgor in and
to, and hereby gives and grants to Secured Party a security
interest in and to that certain Margin - Account Pledge and
Collateral Assignment Account No. 56674876 (the
“Account”) which has been established pursuant to that
certain Margin - Account Pledge and Collateral Assignment dated as
of December , 2005 (the
“Control Agreement”), a copy of which is attached
hereto as Exhibit A and by this reference incorporated herein,
which Account initially consists of those assets more particularly
described on Schedule 1 hereto, together with proceeds thereof, all
substitutions therefor, all accruals and accessions thereto and all
monies, dividends, rights payments, shares and property received
with respect thereto, or to which Pledgor may be entitled as a
result of Pledgor’s ownership thereof, including, but not
limited to, those by way of corporate reorganization, liquidation,
split or change in capital structure, all of which will be promptly
delivered to the holder hereof duly endorsed, if endorsement is
required, and in proper form for transfer (all of the foregoing
being hereinafter referred to as the “Collateral”).
Notwithstanding the foregoing to the contrary, Secured Party hereby
acknowledges that Pledgor, as part of Pledgor’s estate
planning, may from time to time desire to gift, transfer or
otherwise convey certain of the assets constituting the Collateral
and Secured Party hereby consents to same provided that (i) Pledgor
is not then in default hereunder or under the Note, and no event
which with the passage of time or the giving of notice or both
could become an event of default hereunder or under the Note has
occurred, and (ii) collateral of equal value is transferred to
H&R Block for credit to the Account and the Control Agreement
is amended accordingly.
2. OBLIGATIONS SECURED . The
assignment, transfer, pledge and security interest granted hereby
is to secure: (a) the payment and performance of Pledgor’s
obligations to Secured Party as evidenced by that certain
Continuing Contract of Guaranty dated as of even date herewith (the
“Guaranty”); and (b) the performance of Pledgor’s
obligations under this Agreement (all of the foregoing being
hereinafter referred to as the
“Obligations”).
3. WARRANTIES AND COVENANTS OF
PLEDGOR . Pledgor hereby warrants and covenants
that:
A. All stock certificates, bonds,
receipts, confirmations and other documents in the possession of
Pledgor which evidence any of the Collateral described above, or
any interest therein, have been, or will be, delivered into the
possession of H&R Block for credit to the Account and shall be
held by H&R Block as security for the Obligations in accordance
with the terms of the Control Agreement. Pledgor hereby agrees to
execute any and all documents and notices in addition to this
Agreement (including, but not limited to, stock or bond powers or
transfer instructions) as may be necessary to effect a transfer of
the Collateral to H&R Block for credit to the Account. In the
event that the Collateral includes book-entry or other
uncertificated securities or instruments, or a quantity of
securities which constitute or are part of a fungible bulk of
certificated and uncertificated securities, or if Pledgor’s
interest in any of the collateral is reflected by entries or
notations on the books of a third party (including, but not limited
to any issuer, financial intermediary, depository or clearing
corporation, Pledgor hereby agrees to execute any and all documents
and to do any and all things, including the giving of written
instructions to all issuers, depositories, financial
intermediaries, clearing corporations or other third parties on
whose books or records evidence of ownership of the Collateral is
maintained, in order to transfer such securities to H&R Block
for credit to the Account and complete, effect, confirm and perfect
the security interest therein which is granted
hereunder.
B. If Pledgor’s interest in
any of the collateral is reflected on the books and records of any
issuer, depository, financial intermediary or other third party,
such issuer, depository, financial intermediary or third party is
hereby authorized and instructed to transfer such Collateral, and
all of Pledgor’s right, title and interest therein, to
H&R Block for credit to the Account
C. Pledgor agrees to pay promptly
all taxes, fees and charges of any kind on the purchase, transfer
or ownership of the Collateral, and further agrees that if Pledgor
does not, Secured Party is authorized to do so and to add the
amount of the same to the Obligations of any Pledgor to Secured
Party.
D. Pledgor hereby agrees that the
value of the Collateral held in the Account shall at all times be
sufficient to support a loan to value ratio of fifty percent (50%)
based upon the from time to time outstanding principal balance of
the Note. In the event the value of the Collateral does not meet
such requirement, Pledgor hereby agrees to cause, substitute or
additional collateral to be transferred to H&R Block for credit
to the Account so as to comply with this covenant and the Control
Agreement is amended accordingly.
4. APPOINTMENT OF AGENTS AND
CUSTODIANS; REGISTRATION IN NOMINEE NAME . Secured Party shall
have the right to appoint one or more agents or
2
custodians for the purpose of retaining physical
possession of the certificates representing or evidencing the
Collateral, or for the purpose of being a depository or financial
intermediary or agent on whose books or records evidence of any
securities that are included within the Collateral is
maintained.
5. EVENTS OF DEFAULT ;
REMEDIES UPON DEFAULT. For purposes of this Agreement, the
following shall be Events of Default:
A. any representation made by
Pledgor in this Agreement or in any other document or instrument
delivered to Secured Party in connection with the Guaranty is
untrue in any respect which in the reasonable judgment of Secured
Party is material, or any warranty herein by Pledgor is not
fulfilled in any material respect;
B. any Guarantor defaults in the due
and punctual payment of an
