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EXHIBIT 4.9
SECURITY AGREEMENT
This Security Agreement is made as of March 13, 2000 between
CarsDirect.com, Inc., a California corporation ("Pledgee") and Christine Bucklin
("Pledgor").
Recitals
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Pursuant to Pledgor's election to purchase Shares under the Option
Agreement dated August 3, 1999 (the "Option"), between Pledgor and Bill Gross'
idealab! ("BGIL") under BGIL's 1999 Stock Plan, and Pledgor's election under the
terms of the Option to pay for such shares with his promissory note (the
"Note"), Pledgor has purchased 20,000 shares of BGIL's Common Stock (the
"Shares") at a price of $12.75 per share, for a total purchase price of
$255,000. The Note and obligations thereunder are as set forth in Exhibit A
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to this Security Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Creation and Description of Security Interest. In consideration of the
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transfer of the Shares to Pledgor under the Option Agreement, Pledgor, pursuant
to the California Corporations Code, hereby pledges all of such Shares (herein
sometimes referred to as the "Collateral") represented by certificate number
CS-____, duly endorsed in blank or with executed stock powers, and herewith
delivers said certificate to the Secretary of Pledgee ("Pledgeholder"), who
shall hold said certificate subject to the terms and conditions of this Security
Agreement.
The pledged stock (together with an executed blank stock assignment for
use in transferring all or a portion of the Shares to Pledgee if, as and when
required pursuant to this Security Agreement) shall be held by the Pledgeholder
as security for the repayment of the Note, and any extensions or renewals
thereof, to be executed by Pledgor pursuant to the terms of the Option, and the
Pledgeholder shall not encumber or dispose of such Shares except in accordance
with the provisions of this Security Agreement.
2. Pledgor's Representations and Covenants. To induce Pledgee to enter into
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this Security Agreement, Pledgor represents and covenants to Pledgee, its
successors and assigns, as follows:
(a) Payment of indebtedness. Pledgor will pay the principal sum of
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the Note secured hereby, together with interest thereon, at the time and in the
manner provided in the Note.
(b) Encumbrances. The Shares are free of all other encumbrances,
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defenses and liens, and Pledgor will not further encumber the Shares without the
prior written consent of Pledgee.
(c) Margin Regulations. In the event that Pledgee's Common Stock is
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now or later becomes margin-listed by the Federal Reserve Board and Pledgee is
classified as a "lender" within the meaning of the regulations under Part 207 of
Title 12 of the Code of Federal Regulations ("Regulation G"), Pledgor agrees to
cooperate with Pledgee in making any amendments to the Note or providing any
additional collateral as may be necessary to comply with such regulations.
3. Voting Rights. During the term of this pledge and so long as all
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payments of principal and interest are made as they become due under the terms
of the Note, Pledgor shall have the right to vote all of the Shares pledged
hereunder.
4. Stock Adjustments. In the event that during the term of the pledge any
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stock dividend, reclassification, readjustment or other changes are declared or
made in the capital structure of Pledgee, all
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new, substituted and additional shares or other securities issued by reason of
any such change shall be delivered to and held by the Pledgee under the terms of
this Security Agreement in the same manner as the Shares originally pledged
hereunder. In the event of substitution of such securities, Pledgor, Pledgee and
Pledgeholder shall cooperate and execute such documents as are reasonable so as
to provide for the substitution of such Collateral and, upon such substitution,
references to "Shares" in this Security Agreement shall include the substituted
shares of capital stock of Pledgor as a result thereof.
5. Options and Rights. In the event that, during the term of this
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pledge, subscription Options or other rights or options shall be issued in
connection the pledged Shares, such rights, Options and options shall be the
property of Pledgor and, if exercised by Pledgor, all new stock or other
securities so acquired by Pledgor as it relates to the pledged Shares then held
by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under
the terms of this Security Agreement in the same manner as the Shares pledged.
6. Default. Pledgor shall be deemed to be in default of the Note and of
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this Security Agreement in the event:
(a) Payment of principal or interest on the Note shall be delinquent
for a period of 10 days or more; or
(b) Pledgor fails to perform any of the covenants set forth in the
Option or contained in this Security Agreement for a period of 10 days after
written notice thereof from Pledgee.
In the case of an event of Default, as set forth above, Pledgee shall have
the right to accelerate payment of the Note upon notice to Pledgor, and Pledgee
shall thereafter be entitled to pursue its remedies under the California
Corporations Code.
7. Release of Collateral. Subject to any applicable contrary rules under
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Regulation G, there shall be released from this pledge a portion of the pledged
Shares held by Pledgeholder hereunder upon payments of the principal of the
Note. The number of the pledged Shares which shall be released shall be that
number of full Shares which bears the same proportion to the initial number of
Shares pledged hereunder as the payment of principal bears to the initial full
principal amount of the Note.
8. Withdrawal or Substitution of Collateral. Pledgor shall not sell,
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withdraw, pledge, substitute or otherwise dispose of all or any part of the
Collateral without the prior written consent of Pledgee.
9. Term. The within pledge of Shares shall continue until the payment of
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all indebtedness secured hereby, at which time the remaining pledged stock shall
be promptly delivered to Pledgor, subject to the provisions for prior release of
a portion of the Collateral as provided in paragraph 7 above.
10. Insolvency. Pledgor agrees that if a bankruptcy or insolvency
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proceeding is instituted by or against it, or if a receiver is appointed for the
property of Pledgor, or if Pledgor makes an assignment for the benefit of
creditors, the entire amount unpaid on the Note shall become immediately due and
payable, and Pledgee may proceed as provided in the case of default.
11. Pledgeholder Liability. In the absence of willful or gross negligence,
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Pledgeholder shall not be liable to any party for any of his acts, or omissions
to act, as Pledgeholder.
12. Invalidity of Particular Provisions. Pledgor and Pledgee agree that
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the enforceability or invalidity of any provision or provisions of this Security
Agreement shall not render any other provision or provisions herein contained
unenforceable or invalid.
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13. Successors or Assigns. Pledgor and Pledgee agree that all of the
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terms of this Security Agreement shall be binding on their respective successors
and assigns, and that the term "Pledgor" and the term "Pledgee" as used herein
shall be deemed to include, for all purposes, the respective designees,
successors, assigns, heirs, executors and administrators.
14. Governing Law. This Security Agreement shall be interpreted and
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governed under the internal substantive laws, but not the choice of law rules,
of California.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
"PLEDGOR" /s/ Christine B. Bucklin
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Signature
Christine B. Bucklin
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Print Name
Address: 608 30th Street
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Manhattan Beach, CA 90266
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"PLEDGEE" CARSDIRECT.COM, INC.
a Delaware corporation
/s/ Robert N. Brisco
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Signature
Robert N. Brisco
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Print Name
CEO
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Title
"PLEDGEHOLDER" /s/ Frederick G. Silney
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Secretary of
CarsDirect.com, Inc.
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EXHIBIT A
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NOTE
$255,000 Culver City, CA
March 13, 2000
FOR VALUE RECEIVED, Christine Bucklin (the "Obligor") promises to pay to
CarsDirect.com, Inc., a Delaware corporation (the "Company"), or order, the
principal sum of Two Hundred Fifty Five Thousand Dollars ($255,000), together
with interest on the unpaid principal hereof from the date hereof at the rate of
seven percent (7%) per annum, compounded semiannually.
1. Subject to the terms and conditions of Section 2, all principal
and/or interest are due on March 13, 2005. Payment of principal and interest
shall be made in lawful money of the United States of America.
2. Twelve (12) months after the date Obligor ceases to be a
service provider (i.e. an employee, director or consultant) for the Company,
payment for all outstanding principal under this Note shall be due and payable.
3. Except as set forth above, the Obligor may not prepay the
principal or interest on this Note without the prior written consent of the
Company.
4. This Note is secured in part by a pledge of 20,000 shares of
Bill Gross' idealab! Common Stock under the terms of a Security Agreement of
even date herewith and is subject to all provisions thereof.
5. The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.
6. Should any action be instituted for the collection of this Note,
the reasonable costs and attorneys' fees therein of the holder shall be paid by
the undersigned.
/s/ Christine B. Bucklin
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Christine Bucklin
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EXHIBIT B
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, Christine Bucklin, hereby sell, assign and transfer
unto CarsDirect.com, Inc. (20,000) shares of the Common Stock of Bill Gross'
idealab! standing in my name of the books of said corporation represented by
Certificate No. C-____ herewith and do hereby irrevocably constitute and appoint
__________________________ to transfer the said stock on the books of the within
named corporation with full power of substitution in the premises.
This Stock Assignment may be used only in accordance with the Security
Agreement between CarsDirect.com, Inc. and the undersigned dated March 13, 2000.
Dated: Signature: /s/ Christine Bucklin
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INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its
"repurchase option," as set forth in the Agreement, without requiring
additional signatures on the part of the Purchaser.
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