AMENDMENT TO
STOCK PLEDGE AGREEMENT
AMENDMENT TO STOCK PLEDGE AGREEMENT entered into this 28th day of
December, 1998, by and among RCM Technologies, Inc., a Nevada corporation,
Cataract, Inc., a Pennsylvania corporation formerly known as CI Acquisition
Corp., and James R. Affleck, Jr., Sarah B. Affleck, Joseph A. Marubbio, Paula
Marubbio, Robert L. Starer and Merle A.
Starer.
BACKGROUND
A. The parties hereto entered into the Stock Pledge Agreement
dated August 30, 1995 (the "Stock Pledge Agreement").
B. The parties hereto wish to amend certain provisions of the
Pledge Agreement upon the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and intending to be legally bound hereby, the parties agree as
follows:
1. All capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in
the Stock Pledge Agreement.
2. Paragraph 1(c) of the Stock Pledge Agreement is hereby amended
to read in its entirety as follows:
(c) The term "Indemnity Obligation" as used herein shall mean
all of the obligations of the Acquiree and Acquiree Shareholders of RCM and/or
Acquiror under (i) the Merger Agreement, with the exception of Liquidated Damage
Obligations, and (ii) the Agreement dated December 28, 1998 by and between
Acquiror and the Acquiree Shareholders (the "Settlement Agreement").
3. Paragraph 1(e) of the Stock Pledge Agreement is hereby amended
to read in its entirety as follows:
(e) The term "Obligations" as used herein shall mean all of
the obligations of the Acquiree and Acquiree Shareholders of RCM and/or Acquiror
under (i) the Merger Agreement, including but not limited to those specific
obligations under paragraph 6, "Covenants of the Parties to this Agreement,"
paragraph 10, "Conditions Subsequent" and paragraph 11, "Indemnification" and
(ii) the Settlement Agreement.
4. Paragraph 1(f) of the Stock Pledge Agreement is hereby amended
to read in its entirety as follows:
(f) The term "Pledged Stock" as used herein shall mean and
include 60,000 of the Merger Shares together with all certificates, options,
rights or other distributions issued as an
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addition to, in substitution of or in exchange for, or on account of, any such
shares and all proceeds thereof, now or hereafter owned or acquired by Pledgors.
5. Paragraph 2(a) of the Stock Pledge Agreement is hereby amended
to read in its entirety as follows:
(a) As collateral security for the prompt satisfaction of all
Obligations of Acquiree Shareholders, Pledgors hereby pledge, assign,
hypothecate, deliver and set over to Pledgee all of the Pledged Stock and hereby
grant Pledgee a lien on and security interest in all of the Pledged Stock and
the proceeds thereof.
6. Subparagraph 4(b)(ii) of the Stock Pledge Agreement is hereby
amended to read in its entirety as follows:
(ii) If a Pledgor fails to (A) elect and perform under subparagraph (i)
above within the required time or (B) satisfy any other Obligation other than a
Liquidated Damages Obligation, then and in that event, if such default
continues, Pledgee may, in addition to any other available remedy, upon ten (10)
days prior written notice to Pledgors, but without any further demand of
performance or other demand, advertisement or further notice of any kind to or
upon Pledgors or any other person (all and each of which demands, advertisements
and notices are, to the extent permitted by law, hereby expressly waived),
forthwith collect, receive, appropriate and realize upon the Pledged Stock or
any part thereof and may forthwith sell, assign, give an option or options to
purchase, contract to sell or otherwise dispose of and deliver the Pledged Stock
or any part thereof, in one or more parcels at public or private sale or sales,
at any exchange, broker's board or at any of Pledgee's offices or elsewhere at
such prices and on such terms (including, but without limitation, a requirement
that any purchaser of all or any part of the Pledged Stock purchase the shares
constituting the Pledged Stock for investment and without any intention to make
a distribution thereof) as it may deem best, for cash or on credit, for future
delivery without assumption of any credit risk, with the right to Pledgee or any
purchaser upon any such sale or sales, public or private, to purchase the whole
or any part of the Pledged Stock so sold free of any right or equity of
redemption in Pledgors, which right or equity is hereby expressly waived and
released. Notwithstanding any other provision hereof, in the event of a
disposition of Pledged Stock arising from the failure of any Pledgor to
otherwise satisfy such Shareholder's Allocable Share of any Obligation, the
Pledged Stock of that Pledgor shall be disposed of prior to the disposition of
Pledged Stock owned by any other Pledgors.
7. Subparagraph 4(e) of the Stock Pledge Agreement is hereby
amended to read in its entirety as follows:
(e) Notwithstanding anything to the contrary contained herein,
upon the occurrence of a default by the Acquiree Shareholders upon any of their
Obligations, which default would entitle Pledgee to exercise its rights under
subparagraphs 4(a)(iv) or 4(b)(ii) hereof, Pledgee in its sole discretion shall
be entitled to, without notice hereunder, cause the Pledged Stock to be
transferred into its name, into the name of any purchaser, its nominee, to
dispose of the Pledged Stock, to realize upon any and all rights in the Pledged
Stock then held by
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Pledgee, or to otherwise take any actions with respect to the Pledged Stock.
Except to the extent otherwise prohibited by applicable law, in addition to any
rights or remedies available in law or equity and in addition to the provisions
contained in any other agreement relating to the Pledged Stock, Pledgee shall
not be required to marshal the Pledged Stock or any other security for or
guarantee of the Obligations of Pledgors or to resort to the Pledged Stock or
any other security or guaranty in any particular order and all of Pledgee's
rights hereunder and under any other agreements directly or indirectly related
thereto shall be cumulative. Furthermore, Pledgors do hereby agree to execute
and deliver or cause to be executed and delivered such instruments, documents,
assignments, waivers, certificates, and affidavits and supply or cause to be
supplied such further information and take such further action as Pledgee shall
require in connection with any such transfer or sales of the Pledged Stock.
However, failure of Pledgors to cooperate in executing, delivering or causing to
be executed and delivered, such instruments, documents, assignments and the
like, shall not hereby affect the rights of Pledgee to act upon or otherwise
cause the Pledged Stock to be transferred, sold or disposed of hereunder.
8. Subparagraph 5(c) of the Stock Pledge Agreement is hereby
amended to read in its entirety as follows:
(c) The shares of the Pledged Stock constitute all of the
issued and outstanding shares of the issuer thereof owned of record by,
beneficially owned by, or owned in trust for Pledgors as of the date of the
Stock Pledge Agreement.
9. Paragraph 8 of the Stock Pledge Agreement is hereby amended to
read in its entirety as follows:
8. Term.
This Pledge Agreement shall expire upon the satisfaction of
Acquiree Shareholders' obligations under Section 1(a), Section 1(b), the
penultimate sentence of Section 1(c) and Section 2 of the Settlement Agreement.
Upon such expiration, the Pledge Agreement dated the date hereof by and between
Pledgee and the Acquiree Shareholders shall become effective and shall be deemed
to have amended and restated this Agreement in its entirety, and the then
remaining shares of Pledged Stock, if any, shall be returned to the Acquiree
Shareholders, subject to the Irrevocable Proxies granted to Pledgee, as provided
in the Settlement Agreement. The certificates evidencing the then remaining
shares of Pledged Stock will not bear any legend restricting the transfer
thereof.
10. In all other respects, the Stock Pledge Agreement is hereby
ratified, approved and confirmed.
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IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment to Stock Pledge Agreement as of the date first above written.
RCM TECHNOLOGIES, INC.
By: _____________________________
Name:
Title:
CATARACT, INC. (formerly CI Acquisition Corp.)
By: _____________________________
Name:
Title:
James R. Affleck, Jr.
Sarah B. Affleck
Joseph A. Marubbio
Paula Marubbio
Robert L. Starer
Merle A. Starer