1
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "Agreement"), entered into as of this
2nd day of July, 1999, by and between INTELLIGENT SYSTEMS CORPORATION, a
Georgia corporation (herein the "Pledgor"), and FIDELITY NATIONAL BANK, a
national bank (herein the "Bank"),
WITNESSETH
WHEREAS, the Bank has extended a credit facility to Pledgor in the
principal amount of $1,000,000.00 (the "Loan"), pursuant to the terms and
conditions of a certain Revolving Loan Agreement dated on even date herewith,
as amended from time to time (the "Loan Agreement"), which Loan is evidenced by
the Pledgor's commercial promissory note in favor of the Bank (the "Note"); and
WHEREAS, to secure the payment and performance of all obligations of
the Pledgor under the Note, the Pledgor wishes to pledge to the Bank all of its
right, title and interest in and to all of the shares of the issued and
outstanding capital stock now owned or hereafter acquired by the Pledgor in
PAYSYS INTERNATIONAL, INC., a Florida corporation, evidenced by the stock
certificates described in Exhibit "A" attached hereto and incorporated herein
by this reference (the "Stock");
NOW, THEREFORE, the parties hereto agree that all capitalized terms
used herein shall have the meanings ascribed to them in the Loan Agreement to
the extent not otherwise defined or limited herein, and further agree as
follows:
1. WARRANTY. Pledgor hereby represents and warrants to the Bank that
except for the security interest created hereby, the Pledgor owns the stock
free and clear of all liens, charges and encumbrances, that the Stock is duly
issued, fully paid and nonassessable, and that Pledgor has the unencumbered
right to pledge its Stock. Bank acknowledges that the Stock is subject to
certain terms and provisions regarding the sale and voting of the Stock
contained in that certain Second Amended and Restated Stockholders Agreement
dated April 15, 1999 for PaySys International, Inc., and Bank agrees to abide
by such terms and provisions regarding the Stock.
2. SECURITY INTEREST. Pledgor hereby unconditionally grants and
assigns to the Bank, its successors and assigns, a continuing security interest
in and security title to the Stock. The Pledgor has delivered to and deposited
with the Bank herewith all of its right, title and interest in and to the
Stock, together with certificates representing the Stock and stock powers
endorsed in blank by Pledgor, as security for (i) all obligations of the
Pledgor to the Bank hereunder; and (ii) payment and performance of all
obligations of Pledgor to the Bank under the Loan Agreement, Note, or any other
Loan Document, or any extension, renewal, amendment or modification of any of
the foregoing, however created, acquired, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due or to
become due. Beneficial ownership of the Stock, including, without limitation,
all voting, consensual and dividend rights, shall remain in the Pledgor until
the occurrence of a default under the terms hereof (as defined in Section 4
below) and until the Bank shall notify Pledgor of the Bank's exercise of voting
rights to the Stock pursuant to Section 9
2
of this Agreement.
3. ADDITIONAL SHARES. In the event that, during the term of this
Agreement:
(a) any stock dividend, stock split, reclassification,
readjustment or other change is declared or made in the capital structure of
PAYSYS INTERNATIONAL, INC., all new, substituted and additional shares, or
other securities, issued by reason of any such change and received by Pledgor
or to which Pledgor shall be entitled shall be immediately delivered to the
Bank, together with stock powers endorsed in blank by Pledgor, and shall
thereupon constitute Stock to be held by the Bank under the terms of this
Agreement; and
(b) subscriptions, warrants or any other rights or options
shall be issued in connection with the Stock, all new stock or other securities
acquired through such subscriptions, warrants, rights or options by Pledgor
shall be immediately delivered to the Bank and shall thereupon constitute Stock
to be held by the Bank under the terms of this Agreement.
4. DEFAULT. In the event of a demand for payment by the Bank under the
terms of the Note, an Event of Default under the terms of the Loan Agreement,
or a Default under the terms of this Agreement (any of such occurrences being
hereinafter referred to as a "Default"), the Bank may sell or otherwise dispose
of the Stock at a public or private sale or make other commercially reasonable
disposition of the Stock or any portion thereof after ten (10) days' notice to
Pledgor and the Bank may purchase the Stock or any portion thereof at any
public sale. The proceeds of the public or private sale or other disposition
shall be applied (i) to the costs incurred in connection with the sale,
expressly including, without limitation, any costs under Section 7(a) hereof;
(ii) to any unpaid interest which may have accrued on any obligations secured
hereby; and (iii) to any unpaid principal; in such order as the Bank may
determine, and any remaining proceeds shall be paid over to the Pledgor or
others as by law provided. In the event the proceeds of the sale or other
disposition of the Stock are insufficient to pay such expenses, interest,
principal, obligations and damages, the Pledgor shall remain liable to the Bank
for any such deficiency.
5. ADDITIONAL RIGHTS OF SECURED PARTIES. In addition to their rights
and privileges under this Agreement, the Bank shall have all the rights, powers
and privileges of secured parties under the Uniform Commercial Code.
6. RETURN OF STOCK TO PLEDGOR. Upon payment in full of all principal
and interest on the Note and full performance by the Pledgor of all covenants,
undertakings and obligations under the Loan Agreement and the other Loan
Documents, the Bank shall return to the Pledgor all of the then remaining Stock
and all rights received by the Bank as agent for the Pledgor as a result of its
possessory interest in the Stock.
7. DISPOSITION OF STOCK BY AGENT. The Stock is not registered under
the various Federal or State Securities Acts and disposition thereof after
default may be restricted to one or more private (instead of public) sales in
view of the lack of such registration. The Pledgor understands that upon such
disposition, the Bank may approach only a restricted number of potential
purchasers and further understands that a sale under such circumstances may
yield a lower price for the Stock than
2
3
if the Stock were registered pursuant to federal and state securities
legislation and sold on the open market. Pledgor, therefore, agrees that:
(a) if the Bank shall, pursuant to the terms of this
Agreement, sell or cause the Stock or any portion thereof to be sold at a
private sale, the Bank shall have the right to rely upon the advice and opinion
of any national brokerage or investment firm (but shall not be obligated to
seek such advice and the failure to do so shall not be considered in
determining the commercial reasonableness of the Bank's action) as to the best
manner in which to expose the Stock for sale and as to the best price
reasonably obtainable at the private sale thereof, and
(b) that such reliance shall be conclusive evidence that the
Bank has handled such disposition in a commercially reasonable manner.
8. PLEDGOR'S OBLIGATIONS ABSOLUTE. The obligations of the Pledgor
under this Agreement shall be direct and immediate and not conditional or
contingent upon the pursuit of any remedies against any other person, nor
against other security or liens available to the Bank or its successors,
assigns or agents. The Pledgor hereby waives any right to require that an
action be brought against any other person or to require that resort be had to
any security or to any balance of any deposit account or credit on the books of
the Bank in favor of any other Person prior to any exercise of rights or
remedies hereunder, or to require resort to rights or remedies of the Bank in
connection with the Loan.
9. VOTING RIGHTS.
(a) For so long as the Note remains unpaid, after a Default,
(i) the Bank may, upon five (5) days' prior written notice to the Pledgor of
its intention to do so, exercise all voting rights, and all other ownership or
consensual rights of the Stock, but under no circumstances is the Bank
obligated by the terms of this Agreement to exercise such rights, and (ii)
Pledgor hereby appoints the Bank, which appointment shall be effective on the
fifth day following the giving of notice by the Bank as provided in the
foregoing Section 9(a)(i), Pledgor's true and lawful attorney-in-fact and
IRREVOCABLE PROXY to vote the Stock in any manner the Bank deems advisable for
or against all matters submitted or which may be submitted to a vote of
shareholders. The power-of-attorney granted hereby is coupled with an interest
and shall be irrevocable.
(b) For so long as Pledgor shall have the right to vote the
Stock, Pledgor covenants and agrees that it will not, without the prior written
consent of the Bank vote or take any consensual action with respect to the
Stock which would constitute a default under this Agreement.
10. NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and, if mailed by prepaid certified
mail, at any time other than during a general discontinuance of postal service
due to strike, lockout or otherwise, shall be deemed to have been received on
the earlier of the date shown on the receipt or three (3) Business Days after
the postmarked date thereof and, if telexed, shall be followed forthwith by
letter and shall be deemed to have been received on the next Business Day
following dispatch and acknowledgment of receipt by the recipient's telex
machine. In addition, notices hereunder may be delivered by hand in which
3
4
event such notice shall be deemed effective when delivered. Notice of change of
address for notice shall also be governed by this Section. Notices shall be
addressed as follows:
If to the Pledgor: INTELLIGENT SYSTEMS CORPORATION
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxx
If to the Bank: FIDELITY NATIONAL BANK
0000 Xxxxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
11. BINDING AGREEMENT. The provisions of this Agreement shall be
construed and interpreted, and all rights and obligations of the parties hereto
determined, in accordance with the laws of the State of Georgia. This
Agreement, together with all documents referred to herein, constitutes the
entire Agreement between the Pledgor and the Bank with respect to the matters
addressed herein and may not be modified except by a writing executed by the
Bank and delivered by the Bank to the Pledgor. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an original but all of
which, taken together, shall constitute one and the same instrument.
12. SEVERABILITY. If any paragraph or part thereof shall for any
reason be held or adjudged to be invalid, illegal or unenforceable by any court
of competent jurisdiction, such paragraph or part thereof so adjudicated
invalid, illegal or unenforceable shall be deemed separate, distinct and
independent, and the remainder of this Agreement shall remain in full force and
effect and shall not be affected by such holding or adjudication.
4
5
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
affixed their seals, by and through their duly authorized officers, as of the
day and year first above written.
PLEDGOR:
INTELLIGENT SYSTEMS CORPORATION
By: /s/
---------------------------
Its: Vice President
--------------------------
Attest: Xxxxxx X. Xxxxxx
-----------------------
Its: VD/Sec
--------------------------
[CORPORATE SEAL]
BANK:
FIDELITY NATIONAL BANK
By: /s/
---------------------------
Its: Sr. Vice Pres.
--------------------------
[BANK SEAL]
5
6
CERTIFICATES OF COMMON STOCK IN PAYSYS INTERNATIONAL, INC (FORMERLY CCS
TECHNOLOGY GROUP, INC.) HELD BY INTELLIGENT SYSTEMS CORPORATION AND PLEDGED AS
COLLATERAL ON $1M LOAN FROM FIDELITY NATIONAL BANK.
CERTIFICATE # # SHARES STOCK NAME HOLDER
212 4,658 CCS Technology Group, Inc. Intelligent Systems Corporation
216 600 CCS Technology Group, Inc. Intelligent Systems Corporation
218 2,000 CCS Technology Group, Inc. Intelligent Systems Corporation
222 15,000 CCS Technology Group, Inc. Intelligent Systems Corporation
229 6,000 CCS Technology Group, Inc. Intelligent Systems Corporation
232 100 CCS Technology Group, Inc. Intelligent Systems Corporation
233 310,402 CCS Technology Group, Inc. Intelligent Systems Corporation
237 290 CCS Technology Group, Inc. Intelligent Systems Corporation
243 10,995 PaySys International, Inc. Intelligent Systems Corporation
259 185,800 PaySys International, Inc. Intelligent Systems Corporation
265 712,500 PaySys International, Inc. Intelligent Systems Corporation
270 250,000 PaySys International, Inc. Intelligent Systems Corporation
271 345,764 PaySys International, Inc. Intelligent Systems Corporation
273 250,000 PaySys International, Inc. Intelligent Systems Corporation
274 250,000 PaySys International, Inc. Intelligent Systems Corporation
275 250,000 PaySys International, Inc. Intelligent Systems Corporation
276 250,000 PaySys International, Inc. Intelligent Systems Corporation
277 250,000 PaySys International, Inc. Intelligent Systems Corporation
278 250,000 PaySys International, Inc. Intelligent Systems Corporation
279 250,000 PaySys International, Inc. Intelligent Systems Corporation
367 215 PaySys International, Inc. Intelligent Systems Corporation
371 12,058 PaySys International, Inc. Intelligent Systems Corporation
---------
3,606,382
Page 1