exhibit1023sharepledgeag






28590.00018 #4832-2895-4870v6  SHARE PLEDGE AGREEMENT  THIS SHARE PLEDGE AGREEMENT (this "Pledge Agreement") dated as of October 13,  2021 is made by SFI EQUITY HOLDCO, INC., a corporation organized under the laws of the State of  Florida (the "Grantor") in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its  individual capacity but solely as the administrative agent (together with its successors and assigns, the  "Administrative Agent").  RECITALS:  (A) The Grantor is the legal and beneficial owner of 100% of the shares, as set forth on Annex A hereof (the "Shares"), of Sunseeker Florida, Inc., a Florida corporation (the "Company"), established pursuant to those certain Electronic Articles of Incorporation, dated December 21, 2017 (the “Articles of Incorporation”) and those certain Bylaws dated December 21, 2017 (the "Bylaws"). (B) The Company has entered into that certain Credit Agreement, dated as of the date hereof (as amended, supplemented and modified from time to time, the "Credit Agreement") among the Company, as the Borrower, the Lenders (as defined in the Credit Agreement) party thereto, and the Administrative Agent, as administrative agent. (C) It is a condition precedent to the effectiveness of the Credit Agreement that the Grantor shall have executed and delivered to the Administrative Agent this Pledge Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby covenanted and agreed by and between the parties hereto as  follows:  1. Definitions. (a) For all purposes of this Pledge Agreement, except where the context otherwise requires, and except as otherwise defined herein, all capitalized terms used in this Pledge Agreement  (including the recitals above) shall have the meanings set forth (whether by reference to another  document or otherwise) in the Credit Agreement.  (b) As used herein, the term "Pledged Collateral" shall collectively mean: (i) the Shares and the right to be admitted as a Shareholder of the Company, including pursuant to Article 2 of the Bylaws,  (ii) (A) all rights and privileges of the Grantor to act as a Shareholder (as defined in the Bylaws), and (B) all rights and privileges of the Grantor to revoke a designation,  with or without cause, of Directors and Officers (each as defined in the Bylaws) then acting and  to designate new Directors and Officers, including pursuant to Articles 5 and 6, respectively, of  the Bylaws,   (iii) all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any sale or transfer  of any of or all the Shares,  (iv) all certificates or other instruments or documents representing any of the foregoing,  





 






#4832-2895-4870v6  (v) all rights and privileges of the Grantor with respect to the Shares and the  other property referred to in clauses (i) through (iv), and  (vi) all proceeds and products of any of the foregoing and any property of  any character whatsoever into which any of the foregoing may be converted.  2. Security for the Notes, Etc.  This Pledge Agreement is in favor of the Administrative  Agent to secure all Obligations (as defined in the Credit Agreement).  3. Pledge of Pledged Collateral, Etc.  As security for the payment and performance in full of  the Obligations and the obligations of the Grantor under this Agreement and the other Loan Documents  (as defined in the Credit Agreement) to which it is a party, the Grantor hereby transfers, grants, conveys,  mortgages, assigns, hypothecates, pledges, sets over, and delivers unto the Administrative Agent for the  benefit of the Secured Parties (as defined in the Credit Agreement), and grants to the Administrative  Agent for the benefit of the Secured Parties a first priority lien, continuing security interest, charge and  mortgage in all of the Pledged Collateral.  4. Control.  It is the intention of the parties to grant "control" of the Shares and the other  Pledged Collateral to the Administrative Agent for purposes of perfection of the Administrative Agent's  security interest in such Pledged Collateral pursuant to Article 8 and Article 9 of the UCC.  Following the  occurrence and during the continuation of an Event of Default, the Administrative Agent shall be entitled  to exercise any and all rights of the Grantor in respect of the Pledged Collateral in accordance with the  terms hereof, and the Company shall comply in all respects with such exercise without further consent  from the Grantor.  5. Receipt of Shares.  The Grantor shall, no later than the date hereof or by such other date  as agreed by the Administrative Agent in its sole discretion, deliver to the Administrative Agent the  certificates (if any) representing the Shares of the Company, together with stock or other comparable  powers relating thereto endorsed in blank and shall have taken such other action as shall be required to  perfect the Administrative Agent's interests in the Pledged Collateral.  6. Remedies Upon an Event of Default.    (a) The Grantor hereby constitutes and appoints the Administrative Agent the  attorney-in-fact of the Grantor for the purpose of carrying out, after the occurrence and during the  continuance of an Event of Default, the provisions of this Pledge Agreement and taking any action and  executing any instrument which the Administrative Agent may deem necessary or reasonably advisable to  accomplish the purposes hereof, which appointment is granted as security for the performance of the  Grantor's obligations hereunder and for valuable consideration, and is irrevocable and coupled with an  interest.  Without limiting the generality of the foregoing, the Administrative Agent shall have the right,  after the occurrence and during the continuance of an Event of Default, with full power of substitution  either in the Administrative Agent's name or in the name of the Grantor, to settle, compromise, prosecute  or defend any action, claim or proceeding with respect to the Pledged Collateral and shall have the right  to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the  same.  The exercise of such power by or on behalf of the Administrative Agent or any substitute shall not  put any Person dealing with the same upon any enquiry as to whether the security created by this Pledge  Agreement has become enforceable, nor shall such Person be in any way affected by notice that the  security so created has not become so enforceable, and the exercise by the same of such power shall be  conclusive evidence of its right to exercise the same.  





 






#4832-2895-4870v6  7. Application of Proceeds.  All moneys and proceeds collected by the Administrative  Agent upon any sale or other disposition of the Pledged Collateral, together with all other moneys  received by the Administrative Agent hereunder, shall be applied in accordance with the terms and  provisions of  the Loan Documents.  8. Purchasers of Pledged Collateral.  Upon any sale of the Pledged Collateral by the  Administrative Agent in accordance with the provisions of this Pledge Agreement (whether by virtue of  the power of sale herein or therein granted, pursuant to judicial process or otherwise), the receipt of the  Administrative Agent or the officer making the sale shall be a sufficient discharge to the purchaser or  purchasers of the Pledged Collateral so sold, and such purchaser or purchasers shall not be obligated to  see to the application of any part of the purchase money paid over to the Administrative Agent or such  officer or be answerable in any way for the misapplication or nonapplication thereof.  9. Further Assurances.  The Grantor agrees that at no expense to the Administrative Agent,  the Grantor (a) will duly execute and deliver (to the Administrative Agent or otherwise) or cause to be  duly executed and delivered (to the Administrative Agent or otherwise) and will file or record such  notices, financing statements or other documents as may be necessary to enable the perfection of the lien  of the Administrative Agent hereunder, as the Administrative Agent or its counsel may reasonably  request, including, without limitation, the filing of any financing or continuation statements under the  Uniform Commercial Code in effect in the applicable jurisdiction with respect to the liens created hereby,  such instruments to be in form and substance reasonably satisfactory to the Administrative Agent and its  counsel, and (b) will do or cause to be done such further acts and things and execute and deliver (to the  Administrative Agent or otherwise) such additional conveyances, assignments, agreements and  instruments, as the Administrative Agent may at any time reasonably request in connection with the  administration and enforcement of this Pledge Agreement or relative to the Pledged Collateral or any part  thereof or in order to assure and confirm unto the Administrative Agent its rights, powers and remedies  hereunder, including, without limitation, the protection and perfection of the Administrative Agent's lien  in the Pledged Collateral or any part thereof.  10. Representations, Warranties and Covenants of the Grantor.  (a) The Grantor represents and warrants to the Administrative Agent as of the date  hereof and the date of each Advance that:  (i) it is a corporation organized and in good standing under the laws of the  State of Nevada, and it has full power, authority and legal right to execute this Pledge Agreement  and to carry out the transactions contemplated hereby;  (ii) the Shares representing Pledged Collateral constitute 100% of the shares  in the Company;  (iii) it is the sole owner of the Shares and such Shares are free and clear of  any lien of any party, except for the pledge and security interest created by this Pledge Agreement  or as permitted under the Loan Documents or with the Administrative Agent's prior written  consent;  (iv) this Pledge Agreement constitutes legal valid and binding obligations of  the Grantor, enforceable against it in accordance with its terms, except as the same may be  limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights  of creditors generally and by general principles of equity;  





 






#4832-2895-4870v6  (v) upon satisfaction of the perfection requirements specified herein, the  pledge of the Pledged Collateral of the Grantor pursuant to this Pledge Agreement creates a valid  and perfected first priority security interest in such Pledged Collateral;  (vi) it has all power necessary, and has been duly authorized, to execute and  deliver this Pledge Agreement, and the execution, delivery and performance by the Grantor of  this Pledge Agreement does not and will not require any consent or approval of any  Governmental Authority, beneficiary or any other Person which has not already been obtained;  (vii) the Grantor has not sold or agreed to sell and has not granted in favor of  any other Person any interest in or any option or other rights in respect of any of the Shares  except as expressly provided in the Loan Documents;   (viii) the Grantor has not taken any action nor have any other steps been taken  or legal proceedings been started or (to the best of Grantor's knowledge and belief) threatened  against the Grantor for its winding up, dissolution, administration or reorganization or for the  appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or  of any or all of its assets;  (ix) the Company has not taken any action nor have any other steps been  taken or legal proceedings been started or (to the best of Grantor's knowledge and belief)  threatened against the Company for its winding up, dissolution, administration or reorganization  or for the appointment of a receiver, administrator, administrative receiver, trustee or similar  officer of it or of any or all of its assets; and   (x) on the date hereof, the Grantor's exact legal name and jurisdiction are  specified in the introductory paragraph hereof and for purposes of the Uniform Commercial Code  in effect in the State of New York, it confirms that it is located in the State of Nevada.  (b) The Grantor covenants to the Administrative Agent that:  (i) the Shares shall at all times continue to be, so long as any of the  Obligations remain outstanding, free and clear of any lien of any party, except for the pledge and  security interest created by this Pledge Agreement or as permitted under the Loan Documents or  with the Administrative Agent’s prior written consent, except with respect to any subordinated or  other liens expressly consented to in writing by the Administrative Agent;  (ii) unless required by applicable law, it will not (i) commence any case,  proceeding or other action under any existing or future law of any jurisdiction, domestic or  foreign, relating to bankruptcy, insolvency, reorganization, arrangement, adjustment, winding-up,  liquidation, dissolution, composition or other relief with respect to the Grantor or its debts,  (ii) seek appointment of a receiver, trustee, custodian or other similar official for the Grantor or  for all or any substantial part of its assets, or make a general assignment for the benefit of its  creditors, or (iii) take any action in furtherance of, or indicating its consent to, approval of, or  acquiescence in, any of the acts set forth above;  (iii) it will not sell or transfer any Shares without the prior written consent of  the Administrative Agent, such consent not to be unreasonably withheld or delayed, and it will  defend its title to the Pledged Collateral against the claims of any and all Persons;   





 






#4832-2895-4870v6  (iv) it will not cause or permit the Company to issue any further shares of any  class or description or other securities in addition to or in substitution for the Shares;   (v) it will pledge hereunder, immediately upon its acquisition (direct or  indirect) thereof, any additional share interest of any class or description or other securities of the  Company; and  (vi) the Grantor will not, without providing prior notice in writing to the  Administrative Agent, authorize the Company to change its name or the location of the Company  for the purposes of Article 9-307 of the UCC, such notice to be provided no less than 10 Business  Days before such change is effective.  11. Voting Rights, Dividends, Distributions, Etc.  So long as no Event of Default shall have  occurred and is continuing, the Grantor shall retain all voting and consensual rights in respect of the  Pledged Collateral or any part thereof except that the Grantor shall not, without the express prior written  consent of the Administrative Agent, exercise any voting and/or consensual rights and powers accruing to  an owner of the Pledged Collateral or any part thereof with respect to any act that would violate the terms  of this Pledge Agreement.  12. Grantor's Obligations Absolute, Etc.  Except as otherwise expressly provided herein or in  any other Loan Document, the security hereby constituted shall be a continuing security for the payment,  satisfaction and discharge of the Obligations and the obligations of the Grantor under this Pledge  Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to,  and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance  or occurrence whatsoever, including, without limitation: (a) any renewal, extension, amendment or  modification of, or addition or supplement to or deletion from, the Credit Agreement or any other  instrument or agreement referred to therein, or any assignment or transfer of any thereof; (b) any waiver,  consent, extension, indulgence or other action or inaction under or in respect of any such instrument or  agreement or this Pledge Agreement or any exercise or non-exercise of any right, remedy, power or  privilege under or in respect of this Pledge Agreement or the Credit Agreement; (c) any furnishing of any  additional security to the Administrative Agent or any acceptance thereof or any sale, exchange, release,  surrender or realization or upon any security by the Administrative Agent; or (d) any invalidity,  irregularity or unenforceability of all or part of the Obligations or of any security therefor.  13. Cooperation.  The Grantor agrees that, upon the occurrence and during the continuance of  an Event of Default, if for any reason the Administrative Agent desires to sell any of the Pledged  Collateral at a sale, the Grantor will, at any time and from time to time, upon the written request of the  Administrative Agent, use its best efforts to cause the Company to take such action and prepare, distribute  and/or file such documents as are required or advisable in the opinion of counsel for the Administrative  Agent to permit the sale of such Pledged Collateral.  14. Private Sales.  (a)  The Grantor recognizes that the Administrative Agent may be unable  to effect a public sale of any or all the Pledged Collateral, by reason of certain prohibitions contained in  the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one  or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among  other things, to acquire such securities for their own account for investment and not with a view to the  distribution or resale thereof.  The Grantor acknowledges and agrees that any such private sale may result  in prices and other terms less favorable than if such sale were a public sale.  All sales, whether public or  private, shall be commercially reasonable.  The Administrative Agent shall be under no obligation to  delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Company to  





 






#4832-2895-4870v6  register such securities for public sale under the Securities Act, or under applicable state securities laws,  even if the Company would agree to do so; nor shall the Company be at any time obligated to register the  Shares for a public sale.  (b) The Grantor further agrees to use its reasonable efforts to do or cause to be done  all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged  Collateral pursuant to this Section 14 valid and binding and in compliance with any and all other  applicable laws.  The Grantor further agrees that a breach of any of the covenants contained in this  Section 14 will cause irreparable injury to the Administrative Agent, that the Administrative Agent has no  adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant  contained in this Section 14 shall be specifically enforceable against the Grantor, and the Grantor hereby  waives and agrees not to assert any defenses against an action for specific performance of such covenants  except for a defense that no Event of Default has occurred and is continuing.  15. Reasonable Care.  The Administrative Agent shall be deemed to have exercised  reasonable care in the custody and preservation of the Pledged Collateral in its possession unless the  Administrative Agent is grossly negligent in the custody and preservation of the Pledged  Collateral; provided however, the Administrative Agent shall not have any responsibility for ascertaining  or taking action or preserving any rights with respect to prior parties or calls, conversions, exchanges,  maturities, tenders or other matters relative to any of the Pledged Collateral whether or not the  Administrative Agent has or is deemed to have knowledge of such matters.  16. Termination; Release.  Upon (and at all times after) payment in full in cash of the  principal amount of the Loans (as defined in the Credit Agreement) outstanding under the Credit  Agreement and interest thereon, and all other amounts due under the Credit Agreement and the other  Loan Documents or as otherwise agreed in the Credit Agreement or the other Loan Documents, this  Pledge Agreement shall terminate, and the Administrative Agent, at the request and expense of the  Grantor, will promptly execute and deliver to the Grantor a proper instrument or instruments  acknowledging the satisfaction and termination of this Pledge Agreement and such other instruments or  agreements as the Grantor may reasonably request to promptly effect the transfer to the Grantor of the  Pledged Collateral and the termination of the security interest created hereunder, and will duly assign,  transfer and deliver to the Grantor (without recourse and without any representation or warranty) all  Pledged Collateral in the possession of the Administrative Agent that has not theretofore been sold or  otherwise applied or released pursuant to this Pledge Agreement, together with any instruments of  transfer and moneys at the time held by the Administrative Agent hereunder.  17. Notices, Etc.  All notices and other communications hereunder shall be effected in the  manner provided for in Section 10.01 of the Credit Agreement provided that any such notice, request or  demand to or upon the Grantor shall be addressed to the Grantor at its notice address set forth on  Schedule 1, as the same may be amended, supplemented, replaced or otherwise modified from time to  time.  18. Governing Law; Waiver of Jury Trial.  (a) This Pledge Agreement and any claims, controversy, dispute or cause of action  (whether in contract or tort or otherwise) based upon, arising out of or relating to this Pledge Agreement  or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and  the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with,  the law of the State of New York.  





 






#4832-2895-4870v6  (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY  JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR  RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED  HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  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 BY,  AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS  SECTION.  19. Miscellaneous.  This Pledge Agreement shall be binding upon and inure to the benefit of  and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that  the Grantor may not assign or transfer any of its rights or obligations hereunder without the prior written  consent of the Administrative Agent, except as otherwise permitted under any Loan Documents.  This  Pledge Agreement may be changed, waived, discharged or terminated only by an instrument in writing  signed by the party against which enforcement of such change, waiver, discharge or termination is sought.   In the event of any conflict between the terms of this Pledge Agreement and the Credit Agreement, the  Credit Agreement shall control. The headings of the several sections and subsections in this Pledge  Agreement are inserted for convenience only and shall not in any way affect the meaning or construction  of any provision of this Pledge Agreement.  This Pledge Agreement may be executed in any number of  counterparts, each of which will be deemed to be an original, but all of which taken together shall  constitute one and the same instrument and any of the parties hereto may execute this Pledge Agreement  by signing any such counterpart.  Transmission by facsimile of an executed counterpart of this Pledge  Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, to be followed  thereafter by an original of such counterpart.  Delivery of an executed counterpart signature page by e- mail (PDF) or facsimile shall be effective as delivery of a manually executed counterpart of this Pledge  Agreement.  20. Rights Cumulative.  Each and every right, power and remedy given to the Administrative  Agent specifically or otherwise in this Pledge Agreement shall be cumulative and shall be in addition to  every other right, power and remedy herein specifically given, given in any other Loan Document or now  or hereafter existing at law, in equity or by statute (including, without limitation, all statutory mortgage  enforcement powers available under applicable law to the Administrative Agent), and each and every  right, power and remedy whether specifically herein given or otherwise existing may be exercised from  time to time and as often and in such order as may be deemed expedient by the Administrative Agent, and  the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver  of the right to exercise at the same time or thereafter any other right, power or remedy.  No delay or  omission by the Administrative Agent in the exercise of any right, remedy or power or in the pursuance of  any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on  the part of the Grantor or to be an acquiescence therein.  21. Concerning the Administrative Agent. In acting hereunder, the Administrative Agent  shall be afforded all of the rights, protections, immunities and indemnities afforded to the Administrative  Agent pursuant to the terms of the Credit Agreement as if such rights, protections, immunities and  indemnities were set forth herein.   [Intentionally Left Blank] 





 






 





 






[Signature Page to Share Pledge Agreement]   GRANTEE:  WILMINGTON TRUST, NATIONAL  ASSOCIATION, not in its individual capacity  but solely as Administrative Agent  By:   Name: Jessica A. Jankiewicz Title: Assistant Vice President 





 






[Schedule 1]   #4832-2895-4870v6  Annex A   Pledged Shares  1. Stock Certificate No. 2, representing 1,000 shares of Common Stock of the Company issued in the  name of SFI Equity Holdco, Inc.    





 






[Schedule 1]   #4832-2895-4870v6  Schedule 1  NOTICE ADDRESS OF GRANTOR    SFI EQUITY HOLDCO, INC.  c/o Allegiant Travel Company  1201 North Town Center  Las Vegas, Nevada 89144  Attention: Gregory Anderson  with a copy to:  WILMINGTON TRUST, NATIONAL ASSOCIATION   50 South Sixth Street, Suite 1290  Minneapolis, MN 55402  Facsimile: +1 612-217-5651  Attention: Jessica Jankiewicz; Loan Agency