STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement") is
made effective as of January 18, 2000, by and among
Cambex Corporation, a Massachusetts corporation
("Cambex"), Cyberfin Corp. ("Pledging Party"), a
Massachusetts corporation whose address is at 360
Second Avenue, Waltham, MA 02451, and whose President,
Peter Kruy, is also an executive officer of Cambex,
Cambex being the borrower under the Series 1 Bridge
Note Purchase Agreement dated January 18, 2000 (the
"Purchase Agreement"), by and among Cambex and the
Purchasers thereunder (in such capacity, the
"Borrower"), and the Purchasers as a party to the
Purchase Agreement. Defined terms used and not
otherwise defined in this Stock Pledge Agreement shall
have the meanings ascribed to them in the Purchase
Agreement.
Background
A. Borrower is indebted to Purchasers in the
collective sum of $2,000,000, evidenced by one or more
Bridge Notes of Borrower for such amount issued by
Borrower pursuant to all Closings conducted under the
Purchase Agreement, a copy/copies of which are attached
hereto as Exhibit A.
B. Borrower has agreed to cause certain stock owned by
Pledging Party to be pledged to Purchasers as security
for Pledging Party's limited guaranty of the repayment
of the Bridge Notes evidenced by the Guaranty Agreement
of even date herewith executed by the Pledging Party.
In consideration of the foregoing premises, Ten
Dollars ($10.00) in hand paid, and other legal and
valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree
to the following terms intending to be legally bound
thereby.
1. Pledge.
In consideration of the transactions consummated
under the Purchase Agreement pursuant to the Closings,
the Pledging Party hereby pledges and grants to
Purchasers of Bridge Notes a first priority security
interest in and to the 979,239 common shares of the
capital stock of Cambex Corporation (the "Pledged
Shares").
2. Transfer and Possession by Representative.
The Pledged Shares shall be delivered at the
First Closing, by the delivery of certificate
evidencing the Pledged Shares and a blank stock power
attached to each such certificate executed by the
respective Pledging Party. The Pledged Shares shall be
held by the Representative (as defined in the Purchase
Agreement) or its designee as security for the
repayment of the Note (which shall not be disposed of
except in accordance with the provisions of paragraph 6
of this Agreement) with duly executed stock powers
attached. Upon the first to occur of either full and
final payment of the Bridge Notes or the conversion
thereof pursuant to their terms, the Pledged Shares
shall be released from the pledge as provided pursuant
to this Agreement and such shares shall be returned to
Borrower. The Representative's failure to tender any
shares so released from the pledge within fifteen (15)
days after final payment or conversion shall render
this Agreement null and void, provided that no such
termination of this Pledge Agreement shall be effective
unless Borrower or Pledging Party shall have given
written notice of such failure and Purchasers shall
have had seven (7) days from the later of: (1) the
date of the written notice, or (2) the expiration of
such fifteen (15) day period to cure the failure to
tender such Pledged Shares. In order to induce
Representative to serve as escrow agent hereunder, the
parties hereby covenant and agree as follows:
(1) Representative shall be obligated to
perform only such duties as are expressly set
forth herein, and shall not be required, in
carrying out its duties, to refer to any
agreement, instrument, or document.
(2) Representative may rely on, and shall be
protected in acting or refraining from acting
upon, any written notice, instruction, or
request furnished to it pursuant to this
Agreement and believed by it to be genuine
and to have been signed or presented by the
proper party or parties. Representative is
acting as a depositary only and is not a
party to or bound by any agreement or
undertaking which may be evidenced by or
arise out of any items delivered to it
pursuant to this Agreement, and is not
responsible or liable in any manner for the
sufficiency, correctness, genuineness, or
validity of any such items undertakes no
responsibility or liability for the form or
execution of such items or the identity,
authority, title, or rights of any person
executing or depositing same. Representative
shall not be liable to any of the parties to
this Agreement or their respective heirs,
successors and assigns for any action taken
or omitted to be taken in good faith.
(3) In the event of a dispute between any of
the parties hereto, sufficient in the
discretion of Representative to justify its
doing so, Representative shall be entitled to
tender into the registry or custody of any
court of competent jurisdiction any property
held by Representative under the terms of
this Agreement, together with such legal
proceedings as it deems appropriate, and
thereupon to be discharged from all further
duties under this Agreement. Any such legal
action may be brought in any such court as
Representative shall determine to have
jurisdiction thereof.
(4) Representative shall not earn any fees
in connection with its duties pursuant to this
Agreement.
3. Voting Right and Dividends.
During the term of this pledge, and so long as
Borrower is not in default in the performance of any of
the terms of this Agreement or the Purchase Agreement
or the Bridge Notes, Pledging Party or its designee
shall have the right to vote the Pledged Shares on all
corporate questions and receive all dividends or
distributions of cash or property distributed in
respect of the Pledged Shares.
4. Adjustments.
In the event that, during the term of this
Agreement, any share dividend, reclassification,
readjustment, or other change is declared or made in
the capital structure of Cambex, all new, substituted,
and additional shares, or other securities, issued by
reason of any such change and in connection with the
Pledged Shares, such new shares shall be held under
the terms of this Agreement in the same manner as the
Pledged Shares originally pledged hereunder.
5. Warrants and Rights.
In the event that during the term of this
Agreement, subscription warrants or any other rights or
options shall be issued in connection with the Pledged
Shares, such warrants, rights, and options shall be
immediately assigned by Pledging Party to
Representative, and if exercised by Pledging Party all
new shares or other securities so acquired by Pledging
Party shall be immediately assigned to the
Representative to be held under the terms of this
Agreement in the same manner as the Pledged Shares
originally pledged hereunder.
6. Default.
In the event of a continuing material default by
Borrower in the performance of any of the terms of this
Agreement or the Purchase Agreement, or under the
Bridge Notes, Purchasers shall have the rights and
remedies provided in the Uniform Commercial Code in
force in the State of Georgia on the effective date of
this Agreement, and in this connection, Purchasers may,
upon five days' notice to Borrower with a copy to the
Representative, sent by certified mail, and without
liability for any diminution in price which may have
occurred, sell all the Pledged Shares remaining in the
possession of the Representative (which shares shall be
delivered by the Representative to Purchasers) in such
manner and for such price as Purchasers may determine.
At any bona fide public sale Purchasers shall be free
to purchase all or any part of the Pledged Shares. Out
of the proceeds of any sale Purchasers may retain any
amount equal to the principal and interest then due on
the Bridge Notes plus the amount of all expenses of
such sale, and shall pay any balance of such proceeds
to Pledging Party less any other amounts owing by
Borrower to Purchasers, such as actual attorneys' fees
and costs incurred. In the event that the proceeds of
any sale are insufficient to cover the principal and
interest of the Bridge Notes plus actual attorneys'
fees and costs plus expenses of the sale, Borrower
shall remain liable to Purchasers for any deficiency.
7. Indemnity.
In consideration of Representative agreeing to
serve pursuant to the terms hereof, each of the
parties, jointly and severally, agrees to indemnify the
Representative for any fees, costs and expenses
incurred by it in the course of performing its dutires
as Representatie hereunder, and hold the Representative
harmless from any liability that may arise from his
serving as the Representative hereunder.
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begin on next page]
BORROWER, REPRESENTATIVE,
AND PLEDGING OFFICER SIGNATURE PAGE
TO
STOCK PLEDGE AGREEMENT
IN WITNESS WHEREOF, the parties have executed or
caused their duly authorized officer to execute this
Agreement as of the date first written above.
BORROWER:
CAMBEX CORPORATION
By: /s/ Peter Kruy
Peter Kruy, Executive
Vice President
REPRESENTATIVE:
SOVCAP EQUITY PARTNERS,
LTD.
By: /s/ Barry W. Herman
Name: Barry W. Herman
Title: President
Pledging Officer:
CyberFin Corporation
/s/ Peter Kruy
Peter Kruy
PURCHASER SIGNATURE PAGE (ENTITY)
TO
STOCK PLEDGE AGREEMENT
PURCHASER
Purchaser Name:
SovCap Equity
Partners, Ltd.
By: /s/ Barry W.
Herman
Name: Barry W.
Herman
Title: President
Purchaser Name
SovCap Equity Partners, Ltd.
Address and
Cumberland House, No. 27 Cumberland St.
Facsimile Number
P.O. Box N-10818
Nassau, New Providence, The Bahamas
(242) 356-0037
Principal Amount of Bridge
$1,600,000
Notes Purchased
Purchaser's Legal Counsel
Address and
Facsimile Number
PURCHASER SIGNATURE PAGE (ENTITY)
TO
STOCK PLEDGE AGREEMENT
PURCHASER
Purchaser Name:
Correllus
International Ltd.
By: /s/ Jan Telander
Name: Jan Telander
Title: Director
Purchaser Name
Correllus International Ltd.
Address and
c/o EIG Corporate Financial Services
Facsimile Number
Edf. Marina Marbella, Avenida Sever
Olhoa 28, 29600 Marbella Spain
Fax: +34-952-858-068
Principal Amount of Bridge
Notes Purchased
USD250,000.00
Purchaser's Legal Counsel Per
Ronnstrom
Address and
Box 7315
Facsimile Number
SE-10390 Stockholm, Sweden
Fax: +46-8-796-8223
PURCHASER SIGNATURE PAGE (ENTITY)
TO
STOCK PLEDGE AGREEMENT
PURCHASER
Purchaser Name: Arab
Commerce Bank Ltd.
By: /s/ A. De
Nazareth
Name: A. De Nazareth
Title: Co. Secretary
Purchaser Name Arab
Commerce Bank Ltd.
Address and
P.O. Box 309
Facsimile Number Grand
Cayman
Cayman Islands
0171 437 2413 (London)
Principal Amount of Bridge
Notes Purchased
$150,000.00
Purchaser's Legal Counsel
Address and
Facsimile Number