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Exhibit 10.14
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Agreement") is entered into as of April
5, 2000, by and between XXXX XXXXXXX, an individual ("Borrower"), the Xxxxxxx
Family Revocable Trust, (together with the Borrower collectively referred to as
the "Pledgor"), and iManage, Inc., a Delaware corporation ("Lender").
Recitals
A. Lender has agreed to loan Borrower the original principal amount of
$1,000,000 (the "Loan"). The Loan is evidenced by and subject to all of the
terms and conditions set forth in that certain Secured Promissory Note, dated as
of the date hereof, executed by Borrower in favor of Lender (the "Note"). All
capitalized terms used herein without definition have the meanings ascribed to
them in the Note.
B. Pledgor is the record and beneficial owner of the shares of stock (the
"Existing Shares") and options to purchase stock (the "Options") listed on
Exhibit A hereto.
C. As a condition to making the Loan, Lender has required that Pledgor
secure Borrower's obligations under the Note by pledging the Existing Shares and
shares or other property realized upon exercise of the Options in accordance
with the terms of this Agreement.
NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower, the
parties agree as follows:
1. Pledge.
(a) As security for the full and prompt performance of all
obligations described in Section 2 hereof, Pledgor hereby pledges, assigns and
delivers to Lender and grants to Lender a security interest in the Existing
Shares and all shares or other interests or assets arising or obtained from an
exercise of the Options, together with all proceeds and substitutions thereof,
all financial assets, security accounts, security entitlements and investment
property arising in connection with or realized from the Existing shares or
Options, all cash, stock and other moneys and property paid thereon, all rights
to subscribe for securities declared or granted in connection therewith, and all
other cash and noncash proceeds of the foregoing (all hereinafter called the
"Pledged Collateral").
(b) The term "Pledged Collateral" shall also include any securities,
instruments or distributions of any kind issuable, issued or received by Pledgor
upon conversion of, in respect of, or in exchange for any other Pledged
Collateral, including, but not limited to, those arising from a stock dividend,
stock split, reclassification, reorganization, merger, consolidation, sale of
assets or other exchange of securities or any dividends or other distributions
of any kind upon or with respect to the Pledged Collateral.
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(c) Pledgor shall cause all of the Existing Shares to be transferred
and credited to Pledgor's securities account maintained with U.S. Bancorp Xxxxx
Xxxxxxx, Account No. 000-000000-000 ("Pledgor's Securities Account") no
later than April 12, 2001. No later than April 12, 2001, Pledgor shall deliver
to Lender an account control agreement with respect to Pledgor's Security
Account (the "Account Control Agreement") duly executed by Pledgor and U.S.
Bancorp Xxxxx Xxxxxxx (the "Broker") in a form reasonably satisfactory to Lender
to perfect Lender's security interest in the Pledged Collateral. Pledgor shall
cause any securities of Lender obtained upon Borrower's exercise of any of the
Options (the "Option Shares") to promptly be transferred and credited to
Pledgor's Securities Account.
(d) In the event Pledgor for any reason does not promptly transfer
any Option Shares to Pledgor's Securities Account in accordance with Section
2(c) above, Pledgor shall execute and deliver a Supplement to Stock Pledge
Agreement, substantially in the form of Exhibit B hereto and shall deliver stock
certificates to Lender.
(e) With respect to any Pledged Collateral not held in Pledgor's
Securities Account, the certificate or certificates for such securities included
in the Pledged Collateral shall be promptly delivered by Borrower to Lender in a
manner reasonably requested by Lender duly endorsed in blank or together with
duly executed stock assignments in favor of Lender. Upon the occurrence of an
Event of Default hereunder, Lender may effect the transfer of any securities
included in the Pledged Collateral into the name of Lender and cause new
certificates representing such securities to be issued in the name of Lender.
Pledgor will execute and deliver such documents, and take or cause to be taken
such actions, as Lender may reasonably request to perfect or continue the
perfection of Lender's security interest in the Pledged Collateral.
2. Obligations Secured. Pledgor is pledging the Pledged Collateral to
secure the prompt performance of all of Borrower's obligations under the Note
and all of the Pledgor's obligations under this Agreement and the Account
Control Agreement (the "Pledge Obligations").
3. Irrevocable Proxy/Voting Rights. So long as no Event of Default (as
defined below) shall have occurred and be continuing, subject to any other
applicable provision of this Agreement, Pledgor shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purpose not prohibited by the terms of
this Agreement. Lender shall execute and deliver (or cause to be executed and
delivered) to Pledgor all proxies and other instruments as Borrower may
reasonably request for the purpose of enabling Pledgor to exercise the voting
and other rights which it is entitled to exercise pursuant to the authorization
above. Upon the occurrence and during the continuance of an Event of Default,
all rights of Pledgor to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise hereunder shall cease upon notice
from Lender, whereupon all such rights shall become vested in Lender, who shall
thereupon have the sole right to exercise such voting and other consensual
rights until Lender gives notice to Pledgor of Lender's relinquishment of such
rights, whereupon all such rights shall be revested with Borrower.
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4. Events of Default. Each of the following shall constitute an event of
default ("Event of Default") hereunder:
(a) the occurrence of an Event of Default under the Note; or
(b) the breach of any provision of this Agreement by Pledgor or the
failure by Borrower to observe or perform any of the provisions of this
Agreement; provided, that Borrower shall have the right to cure any non-monetary
default for a period of fifteen (15) days following the occurrence of such
breach.
5. Release of Pledge. Anything to the contrary herein notwithstanding,
Lender shall release the Pledged Collateral from pledge hereunder upon full
performance of all the Pledge Obligations and the termination or expiration of
the Note. Notwithstanding the foregoing, the Lender consents to any sale,
transfer for fair value or redemption of any or all of the financial assets
included in the Pledged Collateral so long as, subject to the final sentence of
this Section 5, all proceeds from any such sale, transfer or redemption are
first applied to the outstanding principal of and interest on the Note, whether
or not such amounts are then due, and then to the satisfaction of each of the
other Pledge Obligations. In the event that Pledgor's Securities Account is no
longer maintained by Broker, the Lender consents to any sale or other
disposition of such Pledged Collateral provided that (i), subject to the final
sentence of this Section 5, all proceeds from any such sale or disposition of
such Pledged Collateral will be first applied to the outstanding principal of
and interest on the Note, whether or not such amounts are then due, and then to
the satisfaction of each of the other Pledge Obligations, and (ii) in the event
that the sale or disposition does not occur, such Pledged Collateral will be
returned to the Lender and remain subject to pledge hereunder. Notwithstanding
any other provision of this Agreement, if any sale, transfer, disposition or
redemption results in the imposition of Applicable Taxes(as defined in the Note)
on the Borrower, an amount equal to such Applicable Taxes shall be released from
the Pledged Collateral, to the extent such amount constitutes part of the
Pledged Collateral, to the Borrower and not applied to the principal of or
interest on the note or used to satisfy the other Pledge Obligations.
6. Continuing Agreement; Revocation; Obligations Under Other Agreement.
This is a continuing agreement and all rights, powers and remedies hereunder
shall apply to all past, present and future Pledge Obligations, including those
arising under successive transactions which shall either continue the Pledge
Obligations, increase or decrease them, or from time to time create new Pledge
Obligations whether or not any prior Pledge Obligations have been satisfied, and
notwithstanding the bankruptcy of Pledgor. The obligations of Pledgor hereunder
shall be in addition to any obligations of Pledgor or any other person under any
other pledges of security or guaranties for the Pledge Obligations heretofore
given, now or hereafter to be given to Lender.
7. Separate Actions; Waiver of Statute of Limitations; Reinstatement of
Liability. The obligations of Pledgor under this Agreement are independent of
the Pledge Obligations, and a separate action or actions may be brought and
prosecuted against Borrower whether action is brought against any other person,
or whether any other person be joined in any such action or actions. Pledgor
acknowledges that there are no conditions precedent to the effectiveness of this
Agreement and that this Agreement is in full force and effect and is binding on
Pledgor as of the date hereof, regardless of whether Lender obtains additional
collateral or guaranties from others or take any other action contemplated by
Pledgor. Pledgor waives the benefit of any statute of limitation affecting his
liability hereunder or the enforcement thereof to the greatest legally
permissible extent, and agrees that any payment of any Pledge Obligations or
other act which shall toll any statute of
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limitation applicable thereto shall also operate to toll such statute of
limitation applicable to Pledgor on liability hereunder. The liability of
Pledgor hereunder shall be reinstated and revived and the rights of Lender shall
continue with respect to any amount paid on account of the Pledge Obligations
secured hereby which shall thereafter be required to be restored or returned by
Lender upon the bankruptcy or insolvency of Borrower or any other person or for
any other reason, all as though such amount had not been paid.
8. Representations and Warranties. Pledgor represents and warrants to
Lender as follows:
(a) the Pledged Collateral is owned by Pledgor free and clear of any
security interests, liens or encumbrances, except for Lender's existing right of
repurchase on any unvested Existing Shares which such right of repurchase
expires September 2001 when all shares are fully vested (the "Right of
Repurchase");
(b) Pledgor has full power and authority to create a first lien on
the Pledged Collateral in favor of Lender and no disability or contractual
obligation exists which would prohibit Borrower from pledging the Pledged
Collateral pursuant to this Agreement, and Borrower will not assign, create or
permit to exist any other claim to, lien or encumbrance upon, or security
interest in any of the Pledged Collateral, except for Lender's Right of
Repurchase;
(c) there are no subscriptions, warrants or other options exercisable
with respect to the Existing Shares;
(d) no authorization, approval, or other action by and no notice to
or filing with any governmental authority is required for the pledge hereunder;
(e) the Existing Shares have been duly authorized and validly issued,
and are fully paid and non-assessable;
(f) this Agreement constitutes the legal, valid and binding
obligation of Pledgor, enforceable in accordance with its terms, except as the
enforceability thereof may be subject to or limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws relating to or
affecting the rights of creditors generally; and
(g) the Pledged Collateral is not the subject of any present or
threatened suit, action, arbitration, administrative or other proceeding, and
Borrower knows of no reasonable grounds for the institution of any such
proceedings.
All the above representations and warranties shall survive the making of
this Agreement.
9. Covenants of Borrower. So long as any of the Pledge Obligations
remains outstanding, Pledgor covenants and agrees as follows:
(a) Pledgor shall execute and deliver such documents and take all
such further action as Lender deems necessary or desirable to create, perfect,
protect or continue the lien contemplated hereby or to exercise or enforce its
rights hereunder;
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(b) Pledgor shall not permit any security interest in or lien on the
Pledged Collateral, except in favor of Lender and as permitted under the
Agreement;
(c) Pledgor shall not change the place where Pledgor keeps any of his
records concerning the Pledged Collateral without giving Lender ten (10) days'
prior written notice of the address to which Pledgor is moving such books and
records;
(d) Pledgor shall take any actions necessary to keep the Pledged
Collateral free and clear of all liens, charges, adverse claims, defenses,
rights of setoff and counterclaims, except for Lender's Right of Repurchase;
(e) Borrower shall cause any additional shares of common stock or
other securities issuable upon exercise of the Options of Lender to be acquired
by Borrower and not by any affiliate of Borrower;
(f) The Pledged Collateral shall not be transferred and credited to a
securities account (as that term is defined in Section 8501 of the California
Uniform Commercial Code), other than Pledgor's Securities Account, unless
Pledgor gives Lender twenty-five (25) days notice of the identity and address of
the person maintaining such account together with the account number and such
person has entered into an account control agreement in a form reasonably
satisfactory to Lender prior to such transfer.
10. Powers of Lender. Pledgor appoints Lender as his true and lawful
attorney-in-fact to perform any of the following powers, which are coupled with
an interest, are irrevocable until termination of this Agreement, and may be
exercised from time to time by Lender's officers and employees, or any of them,
in their discretion, to take any action and to execute any instrument which
Lender may deem reasonably necessary or desirable to accomplish the purposes of
this Agreement, including, without limitation:
(a) to perform or cause the performance of any obligation of Pledgor
hereunder in Pledgor's name or otherwise;
(b) during the continuance of any Event of Default, to liquidate any
Pledged Collateral prior to maturity and to apply proceeds thereof to payment of
the Pledge Obligations, notwithstanding the fact that such liquidation may give
rise to penalties or loss of rights;
(c) during the continuance of any Event of Default, to enter into any
extension, reorganization, deposit, merger or consolidation agreement or any
other agreement relating to or affecting the Pledged Collateral and, in
connection therewith, to deposit or surrender control of the Pledged Collateral,
or to accept other property in exchange for the Pledged Collateral, subject
otherwise to this Agreement; and
(d) during the continuance of any Event of Default, to make any
compromise or settlement Lender deems desirable or proper in respect of the
Pledged Collateral.
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11. Cash Collateral Account. Any money received by Lender in respect of
the Pledged Collateral may, at Lender's option be retained in an interest
bearing cash collateral account in which Lender has a perfected security
interest and shall, for all purposes, be deemed Pledged Collateral hereunder.
12. Lender's Care and Delivery of Collateral. Lender's obligations with
respect to the Pledged Collateral in its possession shall be strictly limited to
the duty to exercise reasonable care in the custody and preservation of such
Pledged Collateral, and such duty shall not include any obligation to ascertain
or to initiate any action with respect to or to inform Pledgor of maturity
dates, conversion, call, exchange rights, offers to purchase the Pledged
Collateral or any similar matters, notwithstanding Lender's knowledge of these
matters. Lender shall not have any duty to take any steps necessary to preserve
the rights of Pledgor against prior parties or to initiate any action to protect
against the possibility of a decline in the market value of the Pledged
Collateral. Lender shall not be obligated to take any actions with respect to
the Pledged Collateral requested by Pledgor unless (i) such request is made in
writing and Lender determines, in its sole and absolute discretion, that the
requested actions would not unreasonably jeopardize the value of the Pledged
Collateral as security for the Pledge Obligations, and (ii) Borrower promptly
reimburses Lender for the fees and expenses incurred in undertaking such
actions. Such fees and expenses shall accrue interest at the rate of ten percent
(10%) per annum, and shall be secured by the Pledged Collateral, subject to all
of the terms and conditions of this Agreement. Lender may at any time deliver
the Pledged Collateral, or any part thereof, to Borrower, and the receipt
thereof by Borrower shall be a complete and full acquittance for the Pledged
Collateral so delivered, and Lender shall thereafter be discharged from any
liability or responsibility therefor.
13. Waivers. Pledgor hereby expressly waives, to the full extent legally
permissible, diligence, presentment, demand for payment, protest, benefit of any
statute of limitations in connection with the Pledge Obligations, discharge of
the Pledge Obligations due to any disability of Borrower or any other Person,
the benefit of any act or omission by Lender which directly or indirectly
results in or aids the discharge of Pledgor or any other Person from any of the
Pledge Obligations by operation of law or otherwise, all notices whatsoever,
including, without limitation, notice of acceptance of this Agreement and the
incurring of the Pledge Obligations, and any requirement that Lender exhaust any
right, power or remedy or proceed against Borrower or any other Person or any
other security for, or any other guarantor of, or any other party liable for,
any of the Pledge Obligations or any portion thereof. Pledgor specifically
agrees that it will not be necessary or required, and Pledgor shall not be
entitled to require, that Lender file suit or proceed to assert or obtain a
claim for personal judgment against any other Person for the Pledge Obligations
or to make any effort at collection or enforcement of the Pledge Obligations
from any other Person or foreclose against or seek to realize upon any security
now or hereafter existing for the Pledge Obligations or file suit or proceed to
obtain or assert a claim for personal judgment against Pledgor or any other
guarantor or other Person liable for the Pledge Obligations or make any effort
at collection of the Pledge Obligations from any such Person or exercise or
assert any other right or remedy to which Lender is or may be entitled in
connection with the Pledge Obligations or any security or guaranty relating
thereto or assert or
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file any claim against the assets of any other Person, before or as a condition
of enforcing Pledgor's liability under this Agreement.
14. Remedies. Upon the failure of Borrower to make any payment hereunder
after an Event of Default, Lender may do or cause to be done any one or more of
the following:
(a) proceed to realize upon the Pledged Collateral in any manner or
priority;
(b) sell, assign and deliver all or any part of the Pledged
Collateral in any manner permitted by law, at any time and from time to time, at
public or private sale, with or without demand and with or without notice or
advertisement, for cash, upon credit or for future delivery, as Lender shall
deem appropriate. Each such purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right on the part of Borrower, and
Borrower hereby waives (to the extent permitted by law) all rights of
redemption, stay and/or appraisal which it now has nor may at any time in the
future have under any rule of law or statute now existing or hereafter enacted;
(c) if notice to Pledgor is required, give written notice to Pledgor
ten (10) days prior to the date of public sale of the Pledged Collateral or
prior to the date after which private sale of the Pledged Collateral will be
made;
(d) at any public sale, bid or become a purchaser of the Pledged
Collateral or any part thereof (including, without limitation, by credit bid),
at such price as Lender deems proper, and hold the same thereafter in its own
right, free from any claims of Borrower or any right of redemption;
(e) Lender shall not be obligated to make any sale of Pledged
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of Pledged Collateral may have been given. Lender may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case sale of all or any part of the
Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold may be retained by Lender until the sale price is paid by the
purchaser or purchasers thereof, but Lender shall not incur any liability in
case any such purchaser or purchasers shall fail to take up and pay for the
Pledged Collateral so sold and, in case of any such failure, such Pledged
Collateral may be sold again upon like notice;
(f) as an alternative to exercising the power of sale herein
conferred upon it, Lender may proceed by a suit or suits, at law or in equity,
to foreclose this Agreement and to sell the Pledged Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts of competent
jurisdiction;
(g) the rights, privileges, powers and remedies of Lender shall be
cumulative and no single or partial exercise of any of them shall preclude the
further or other exercise of any of them. Any waiver, permit, consent or
approval of any kind by Lender of any Event of Default,
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or any such waiver of any provisions or conditions thereof, must be in writing
and shall be effective only to the extent set forth in writing; and
(h) any proceeds of any disposition of the Pledged Collateral, or any
part thereof, may be applied by Lender to the payment of expenses incurred by
Lender in connection with the foregoing, including reasonable attorneys' fees
and expert witness fees, and the balance of such proceeds may be applied by
Lender toward the payment of the Pledge Obligations and in such order of
application as Lender may from time to time elect.
If Lender, to exercise any of its rights and remedies hereunder, determines
that any consent, approval, authorization or other action of any court or other
governmental authority is required, then Borrower shall take all actions
reasonably requested by Lender in order to facilitate Lender's obtaining such
consent, approval, authorization or action.
15. Valuation for Disposition. For all valuation purposes under this
Agreement, the fair market value per share of Pledged Collateral on any relevant
date shall be determined in accordance with the following provisions:
(a) If the Pledged Collateral is at the time traded on the Nasdaq
National Market, the fair market value shall be the average of the high and low
selling prices per share of Pledged Collateral on the date in question, as such
prices are reported by the National Association of Securities Dealers on the
Nasdaq National Market. If there is no average of the high and low selling
prices for the Pledged Collateral on the date in question, then the average of
the high and low selling prices on the last preceding date for which such
quotation exists shall be determinative of fair market value.
(b) If the Pledged Collateral is at the time listed on the American
Stock Exchange or the New York Stock Exchange, then the fair market value shall
be the average of the high and low selling prices selling prices per share of
Pledged Collateral on the date in question on the securities exchange serving as
the primary market for the Pledged Collateral, as such prices are officially
quoted in the composite tape of transactions on such exchange. If there is no
average of the high and low selling prices of Pledged Collateral on such
exchange on the date in question, then the fair market value shall be the
average of the high and low selling prices on the exchange on the last preceding
date for which such quotation exists.
(c) If the Pledged Collateral is at the time neither listed on any
securities exchange nor traded on the Nasdaq National Market, the fair market
value shall be determined by the Lender's Board of Directors after taking into
account such factors as the Board shall deem appropriate.
16. Disposition of Collateral and Proceeds. Upon the transfer of all or
any part of the Pledge Obligations, Lender may transfer all or any part of the
Pledged Collateral and Lender shall be fully discharged thereafter from all
liability and responsibility with respect to any of the foregoing so
transferred, and the transferee shall be vested with all the rights and assume
all Lender's obligations hereunder with respect to the foregoing so transferred;
but with respect to any Pledged Collateral not so transferred, Lender shall
retain all rights and powers herein given.
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17. Costs, Expenses and Attorneys' Fees. Borrower shall reimburse Lender
for all out-of-pocket costs and expenses, including, without limitation,
reasonable attorneys' fees expended or incurred by Lender to enforce this
Agreement (including, without limitation, those arising in connection with the
custody of, the sale of, or other action upon, any of the Pledged Collateral or
the failure by Borrower to perform or observe any of the provisions hereof). All
payments, advances, charges, costs and expenses, including reasonable attorneys'
fees and expert witness fees, made or incurred by Lender in exercising any
right, power or remedy conferred by this Agreement or in the enforcement
thereof, shall be paid to Lender by Borrower immediately and without demand,
together with interest at the rate of ten percent (10%) per annum.
18. Indemnification. Borrower shall indemnify, defend and hold harmless
Lender, and its directors, officers, employees, agents and counsel against all
losses, claims, demands and liabilities of every kind caused by or relating to
the Pledged Collateral subject hereto, except for losses, claims, demands or
liabilities resulting from Lender's gross negligence or willful misconduct. To
the extent that the foregoing undertaking to indemnify, defend and hold harmless
may be unenforceable because it is violative of law or public policy, Borrower
shall contribute the maximum portion which it is permitted to pay and satisfy
under applicable law, to the payment and satisfaction of all indemnified matters
incurred by Lender or any of the other indemnified Persons described in this
Section 19. The foregoing undertaking shall survive the termination of this
Agreement.
19. Notices. Unless otherwise provided herein, all notices, demands and
requests that either party is required or elects to give to the other shall be
in writing, shall be delivered personally against receipt, or sent by recognized
overnight courier service, or mailed by registered or certified mail, return
receipt requested, postage prepaid, or sent by facsimile, and shall be addressed
to the party to be notified as follows:
If to Lender: iManage, Inc.
0000 Xxxxx Xx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, President and CEO
Facsimile: (000) 000-0000
with copy to: Xxxx Xxxx Xxxx & Freidenrich
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Victoria W-Y Xxx, Esq.
Facsimile: (000) 000-0000
If to Borrower: Xxxx Xxxxxxx
00 XxXxxxxxx Xxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
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or to such other address as each party may designate for itself by like notice.
Any such notice, demand, or request shall be deemed given when received if
personally delivered or sent by overnight courier or when deposited in the
United States mails, postage paid, if sent by registered or certified mail, or
when fax confirmation received, if sent by facsimile.
20. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement between Borrower and Lender with respect to the subject matter hereof
and supersedes all prior or contemporaneous negotiations, communications,
discussions and correspondence concerning the subject matter hereof. This
Agreement may be amended or modified only with the written consent of Lender.
21. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns,
except that Borrower shall not have the right to assign his rights and
obligations hereunder or any interest herein without Lender's prior written
consent.
22. Choice of Law and Venue. This Agreement shall be construed in
accordance with, and the rights of the parties shall by governed by, the law of
the State of California, without giving effect to conflicts of law principles.
BORROWER AND LENDER CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED IN THE STATE OF CALIFORNIA AND WAIVE ANY OBJECTION RELATING TO
IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING BY SUCH
COURT.
23. Severability. If any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity without invalidating the remainder
of such provision or any remaining provisions of this Agreement.
24. Counterparts. This Agreement may be executed in separate counterparts,
each of which, when so executed, shall be deemed to be an original and all of
which, when taken together, shall constitute but one and the same agreement.
25. Survival. The representations, warranties, covenants and agreements
made herein shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, notwithstanding any
investigation made by Lender or any of its representatives or agents.
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IN WITNESS WHEREOF, the parties hereto executed this Agreement as of the
date first above written.
BORROWER:
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
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The Xxxxxxx Revocable Family Trust
By: Xxxx Xxxxxxx, Trustee
LENDER: iManage, Inc.
By:
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Title:
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CONSENT OF SPOUSE OF BORROWER:
I, Xxxxxxx Xxxxxxx, agree to be bound by and accept the provisions of this
Stock Pledge Agreement and the Account Control Agreement with respect to my
community property interest in the Pledged Collateral.
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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EXHIBIT A
DESCRIPTION OF THE SHARES
Existing Shares
165,000 shares of common stock of iManage, Inc., a Delaware corporation, as
represented by Certificate No(s). ____________.
Option Shares
170,000 shares of common stock of iManage, Inc., a Delaware corporation,
issuable upon exercise of options granted to Borrower on December 4, 2000 under
the 1997 iManage Stock Option Plan.
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EXHIBIT B
SUPPLEMENT TO STOCK PLEDGE AGREEMENT
This SUPPLEMENT TO STOCK PLEDGE AGREEMENT (the "Supplement") is made as of
______________, 200__, by and between XXXX XXXXXXX, an individual ("Borrower"),
and iManage, Inc., a Delaware corporation ("Lender").
BACKGROUND
A. Borrower and the Lender have entered into a Stock Pledge Agreement,
dated as of April 5, 2000 (the "Stock Pledge Agreement"), which provides for the
pledge of shares of capital stock of Lender, together with the proceeds thereof
as described therein;
B. Section 1 of the Stock Pledge Agreement provides that Borrower shall
pledge any additional shares of capital stock or other securities of the Lender
acquired by Borrower upon the exercise of the Options (as defined in the Stock
Pledge Agreement), and upon such acquisition shall execute a Supplement to Stock
Pledge Agreement substantially in the form of this Supplement; and
C. Borrower has exercised all or a portion of the Options and, as a
result, has acquired _____ shares of the common stock of Lender (the "Additional
Shares");
NOW, THEREFORE, Borrower and Lender hereby agree as follows:
1. Pledge. As security for the full and prompt performance of all the
Pledge Obligations (as described in Section 2 of the Stock Pledge Agreement),
Borrower hereby assigns, transfers to, pledges with, grants a security interest
in and delivers to Lender stock certificates, duly endorsed in blank or together
with duly executed stock assignments in favor of Lender, representing the
Additional Shares, which shall hereupon become Pledged Collateral for purposes
of the Stock Pledge Agreement. Without limiting the foregoing, (i) such
Additional Shares, together with all proceeds and substitutions thereof, all
cash, stock and other moneys and property paid thereon, all rights to subscribe
for securities declared or granted in connection therewith, and all other cash
and noncash proceeds of the foregoing in respect thereto, are subject to a
security interest which is granted in favor of Lender, (ii) Borrower represents
and warrants to Lender in respect of the Additional Shares the matters set forth
in Section 8 of the Stock Pledge Agreement, and (iii) all other covenants of
Borrower, rights and powers of Lender and other provisions set forth in the
Stock Pledge Agreement shall apply in respect of the Additional Shares as they
apply in respect of the Pledged Collateral pledged on April 5, 2000.
2. Counterparts. This Supplement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Supplement as of
the date first above written.
BORROWER:
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Xxxx Xxxxxxx
LENDER: iManage, Inc.
By:
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Title:
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