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Exhibit 4
STOCK PLEDGE AGREEMENT
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THIS STOCK PLEDGE AGREEMENT (this "AGREEMENT"), dated as of
November 17, 1998, is by and between Match, Inc., a Texas corporation
("PLEDGOR"), and The Presbyterian Foundation for Philadelphia, Inc., a
Pennsylvania non-profit corporation ("PLEDGEE").
PRELIMINARY STATEMENTS
A. Pursuant to that certain Stock Purchase Agreement
dated as of November 17, 1998, by and between Pledgor and Pledgee (the
"PURCHASE AGREEMENT"), Pledgor purchased from Pledgee five hundred thirty-three
thousand three hundred thirty three (533,333) shares of Series A Senior
Convertible Preferred Stock (the "PREFERRED STOCK") of Iatros Health Network,
Inc. ("IATROS"). Capitalized terms not defined herein shall have the meanings
given thereto in the Purchase Agreement.
B. Pledgor has paid for its purchase of the shares of
the Preferred Stock (which, for purposes of this Agreement, may be referred to
as the "PLEDGED SHARES") in part by delivery to Pledgee of a non-recourse
promissory note (the "NOTE").
C. The Note is secured by the pledge of the Pledged
Shares. For the purpose of this Agreement, the term "Pledged Shares" shall
mean the Preferred Stock and shall also mean and include any other securities
(including, without limitation, common stock of Iatros issued upon conversion
of the Preferred Stock and any stock dividend or distribution or exchange in
respect of the Preferred Stock or such common stock in connection with any
reorganization, recapitalization, reclassification, or increase or reduction of
capital) to which Pledgor shall become entitled for any reason whatsoever as an
addition to, in substitution for or in exchange for any shares of the Pledged
Shares or such Iatros common stock or other securities.
ACCORDINGLY, in consideration of the preceding preliminary
statements and the mutual covenants, agreements, representations and warranties
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herein contained, the parties hereto, intending to be legally bound, now agree
as follows:
STATEMENT OF AGREEMENT
SECTION 1. GRANT AND TERMS OF PLEDGE.
1.1 Grant. As security for the full and timely payment
and performance of the Note, Pledgor hereby assigns and pledges to Pledgee, and
grants to Pledgee a security interest (the "SECURITY INTEREST") in, all right,
title and interest of Pledgor to the Pledged Shares and in the proceeds
thereof, in order to secure the due payment and performance of all indebtedness
and other obligations of Pledgor under the Note.
1.2 Continuing Agreement. This Agreement creates a
continuing security interest in the Pledged Shares and shall remain in full
force and effect until the Note has been paid in full.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. The
Pledgor represents and warrants to the Pledgee as follows:
2.1 Power and Authorization. Pledgor has the power to
execute, deliver and perform its obligations under this Agreement and the Note
to which it is a party, and Pledgor has taken all necessary action to authorize
such execution, delivery and performance.
2.3 Ownership of Collateral. Except for the Security
Interest, the Pledgor is the legal and beneficial owner of the Pledged Shares,
free and clear of any security interest, lien or other encumbrance.
2.3 First Lien on the Collateral. The Security Interest
constitutes and creates a valid and continuing lien in favor of the Pledgee
securing the Note, which Security Interest is prior to all other security
interests, liens or other encumbrances. All action necessary or desirable to
protect the Security Interest in the Pledged Shares has been, or shall be, duly
taken by the Pledgor. Upon delivery of the certificates representing the
Pledged Shares, the Security Interest shall be perfected in the Pledged Shares.
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SECTION 3. COVENANTS OF PLEDGOR.
3.1 Sale of Pledged Shares. The Pledgor shall not,
without the prior written consent of the Pledgee, sell, encumber, or otherwise
dispose of or hypothecate the Pledged Shares or any portion thereof.
3.2 Delivery of Pledged Shares. All certificates or
instruments at any time representing or evidencing the Pledged Shares shall be
immediately delivered by the Pledgor to the Pledgee, to be held by or on behalf
of the Pledgee pursuant hereto, and shall be in suitable form for transfer by
delivery, or shall be accompanied by instruments of transfer or assignment,
duly executed in blank, all in form and substance satisfactory to Pledgee. If
Pledgor shall at any time become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing the
common stock of Iatros or a stock dividend or distribution, or exchange in
respect of the Pledged Shares in connection with any reorganization,
recapitalization, reclassification, increase or reduction of capital or
otherwise), option or right, whether as an addition to, in substitution for or
in exchange for any shares of the Pledged Shares, or otherwise, Pledgor agrees
to accept the same as agent for Pledgee and to deliver promptly the same to
Pledgee, in exact form as received, with appropriate stock powers relating
thereto duly executed in blank to be held by Pledgee, subject to the terms
hereof, as a further security hereunder.
3.3 Ownership of Pledged Shares. The Pledgor shall
defend the Pledged Shares against all claims and demands of all persons or
entities at any time claiming the Pledged Shares or any interest therein.
3.4 Additional Documents. At any time and from time to
time, upon the request of the Pledgee, and at the sole expense of the Pledgee,
the Pledgor shall promptly execute and deliver any and all such further
instruments and documents and shall take such further action as may be deemed
necessary or desirable in the reasonable judgment of the Pledgee to obtain,
maintain and perfect the Security Interest or to pledge the Pledged Shares to
any lender of the Pledgee.
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SECTION 4. VOTING RIGHTS AND DIVIDENDS
4.1 General. Prior to an Event of Default (as
hereinafter defined), the Pledgor shall be entitled to exercise and receive all
voting and all other rights and privileges, including receipt of dividends,
pertaining to the Pledged Shares.
4.2 Proxies. Prior to an Event of Default, the Pledgee
shall execute and deliver (or cause to be executed and delivered) to the
Pledgor all such proxies and other instruments as Pledgor may reasonably
request for the purpose of enabling the Pledgor to exercise the voting and
other rights which the Pledgor is entitled to exercise and receive pursuant to
Section 4.1 hereof.
4.3 Rights Upon Default. Upon the occurrence and during
the continuance of a failure to pay all payments when due under the Note or a
failure to promptly discharge all obligations of Pledgor under this Agreement
("EVENT OF DEFAULT"), all rights of the Pledgor to exercise the voting and
other rights and privileges, including receipt of dividends, which the Pledgor
would otherwise be entitled to exercise or receive pursuant hereto shall cease
to be effective upon written notice by the Pledgee to the Pledgor ("NOTICE OF
DEFAULT"), and upon delivery of such notice become vested in the Pledgee who
shall thereupon have the sole right to exercise and receive such voting and all
other rights and privileges, including, without limitation, the right to
exercise all voting and corporate rights pertaining to the Pledged Shares at
any meeting of shareholders and exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to
the Pledged Shares; provided, any dividends received by the Pledgee shall be
applied against the amount owed by the Pledgor to the Pledgee under the Note.
Upon an Event of Default, Pledgee shall have the right to cause the Pledged
Shares to be registered in the name of Pledgee and may deliver certificates
evidencing the Pledged Shares and stock powers, or other powers of attorney,
with respect thereto, to the transfer agent for Iatros to enable the Pledgee to
obtain a certificate or certificates for the Pledged Shares in the name of the
Pledgee and the recordation with the transfer agent of the Pledgee as the
holder of record of the Pledged Shares.
SECTION 5. REMEDIES OF THE PLEDGEE
5.1 Remedies Upon Event of Default. If an Event of
Default shall have occurred and is continuing, the Pledgee shall have all of
the rights given to a
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secured party upon default by the Uniform Commercial Code, and may proceed to
foreclose the Security Interest given to the Pledgee hereunder by selling all
or any part of the Pledged Shares at such price or prices and upon such other
terms that are commercially reasonable. Such sales may be in one or more
parcels, at the same or different times, at public or private sale, provided
such sales are made in a commercially reasonable manner. Such sale or sales
may be made for cash or upon credit or in exchange for other securities or
property, or any combination of such consideration. In no event shall Pledgor
be credited with any part of the proceeds of sale of any Pledged Shares until
cash payment thereon is actually received by Pledgee and all expenses,
including reasonable attorneys' fees, in connection with such sale have been
paid. The pledgor agrees that the Pledgee shall be under no obligation to
affect a public sale of all or part of the Pledged Shares and may resort to one
or more private sales and such private sales may be at prices and on terms less
favorable to the Pledgor than if the Pledged Shares were sold at public sales.
The Pledgor agrees that private sales as described above shall be deemed to
have been made in a commercially reasonable manner. In connection with any
such sale or other disposition pursuant to this Agreement, Pledgee shall have
the right, in the name, place and stead of Pledgor, to execute all necessary
endorsements, assignments or other instruments of conveyance or transfer with
respect to all or any part of the Pledged Shares. The Pledgor agrees that at
least ten (10) days prior notice of the time and place of any proposed sale of
the Pledged Shares shall constitute reasonable notification. At any sale of
the Pledged Shares, the Pledgee may bid (which bid shall be in the form of all
or a portion of the cancellation of indebtedness of the Pledgor to the Pledgee
under the Note) for the purchase of the Pledged Shares.
5.2 Termination of Security Interest; Release of Pledged
Shares. Upon performance in full of the Pledgor's obligations to the Pledgee
under the Note, the Security Interest granted herein shall terminate and all
rights to the Pledged Shares shall revert to the Pledgor. Upon such
termination of the Security Interest or release of any Pledged Shares, the
Pledgee will execute and deliver to the Pledgor such documents as the Pledgor
shall reasonably request to evidence the termination of the Security Interest
or the release of any Pledged Shares which have not yet theretofore been sold
or otherwise applied or released.
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5.3 Care. Beyond the exercise of reasonable care to
assure the safe custody of the Pledged Shares while held hereunder, the Pledgee
shall have no duty or liability to preserve rights pertaining thereto, and
shall have no responsibility with respect to the Pledged Shares upon
surrendering such to the Pledgor.
SECTION 6. GENERAL
6.1 Amendments. No amendment to or waiver of any
provision of this Agreement shall in any event be effective unless in a writing
signed by or on behalf of the parties hereto. Any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.
6.2 No Implied Waiver; Remedies Cumulative. No failure
or delay on the part of the Pledgee in exercising any right, power or privilege
hereunder and no course of dealing between the Pledgor and the Pledgee shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.
6.3 Parties Bound. The rights of the Pledgee hereunder
shall inure to the benefit of its successors and assigns. This Agreement shall
be binding upon the Pledgor and its heirs, legatees, successors and assigns.
6.4 Notice. Notices hereunder shall be given to the
parties hereto at the addresses and as designated in the Purchase Agreement.
6.5 Construction of Agreement; Modifications. This
Agreement represents the final agreement of the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties. Furthermore, this agreement supersedes all prior written agreements
and understandings, if any, relating to the subject matter hereof.
6.6 Applicable Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to the conflicts of law provisions thereof.
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6.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument
notwithstanding that all parties are not signatories to each counterpart.
6.8 Construction. The titles and headings to sections
herein are inserted for convenience of reference only, and are not intended to
be a part of or to affect the meaning or interpretation of this Agreement. The
parties acknowledge that each party and its counsel have reviewed and revised
this Agreement and that consequently any rule of construction to the effect
that any ambiguities are to be resolved against the drafting party is not
applicable in the interpretation of this Agreement.
6.9 Successors and Assigns. This Agreement shall be
binding upon the Pledgor and its successors and assigns, and shall inure to the
benefit of and be enforceable by the Pledgee and its successors and assigns.
Neither party may assign or transfer any of its interests or obligations
hereunder without the prior written consent of the other party, such consent
not unreasonably withheld.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered as of the date first above written.
PLEDGOR:
MATCH, INC.
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Its: President
PLEDGEE:
THE PRESBYTERIAN FOUNDATION
FOR PHILADELPHIA, INC.
By: /s/ XXXX XXXX
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Name: Xxxx Xxxx
Its: Executive Vice President
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