PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of March 31, 1998, by and between CARE
CORPORATION LIMITED, a company incorporated in the British Virgin Islands having
principal offices at ▇▇▇▇▇▇ Building, P.O. Box 3186, Main Street, Road Town,
Tortola, British Virgin Islands ("Pledgor"), and COVER-ALL TECHNOLOGIES INC., a
Delaware corporation having principal offices at ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Secured Party").
W I T N E S S E T H:
WHEREAS, on March 31, 1996, pursuant to the terms of an Exclusive
Software License Agreement, as amended, by and between Pledgor and Secured
Party, Pledgor granted to Secured Party, among other things, an exclusive
license to use Pledgor's software in certain licensed territories (the "CARE
Software");
WHEREAS, Pledgor, concurrently herewith, is repurchasing from
Secured Party, among other things, all of its rights in the CARE Software,
pursuant to the terms and conditions of that certain Repurchase Agreement (the
"Repurchase Agreement") of even date herewith between Pledgor and Secured Party
(the "Repurchase");
WHEREAS, a portion of the purchase price payable by Pledgor to
Secured Party for the CARE Software in the Repurchase is evidenced by a
promissory note of Pledgor in the principal amount of $4.5 million of even date
herewith between Pledgor and Secured Party (the "Note"), a copy of which is
annexed hereto as Exhibit A; and
WHEREAS, Secured Party requires, and Pledgor is willing, as a
condition to the consummation of the transactions contemplated by the Repurchase
Agreement, to pledge to Secured Party the Pledged Shares (as defined below) as
security for the payment and performance by Pledgor of all of the obligations of
Pledgor under the Note (the "Secured Obligations") by executing and delivering
this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and
covenants herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. DEFINITIONS
"Agreement" shall mean this Pledge Agreement, including all
amendments, modifications and supplements and any exhibits and schedules to any
of the foregoing, and shall refer to this Agreement as the same may be in effect
at the time such reference becomes operative.
"Event of Default" shall have the meaning assigned to such term in
the Note, and shall include the occurrence or existence of any of the following
events or conditions (regardless
of the reason therefor), which event or condition is not cured or waived within
30 days after notice by Secured Party to Pledgor: (a) the failure or neglect of
Pledgor to observe or perform any covenant, agreement or obligation under this
Agreement; or (b) if any representation or warranty made under this Agreement by
Pledgor shall be breached or shall be untrue or incorrect in any material
respect as of the date when made or deemed made.
"Market Price" shall mean, as of any day, the closing sale price of
the shares of Common Stock (as defined herein) on such day on the New York Stock
Exchange or the American Stock Exchange (or if the Common Stock shall not then
be listed on either such exchange, the closing sale price on the principal
(determined by the highest volume averaged for a period of twenty consecutive
business days prior to the day as to which "Market Price" is being determined)
national securities exchange (as defined in the Securities Exchange Act of 1934,
as amended) on which the Common Stock may then be listed) or, if there shall
have been no sales on such exchange or exchanges on such day, the closing sales
price of the Common Stock on such day on the NASDAQ National Market System or,
if the Common Stock is not included in the NASDAQ National Market System, the
closing sales price of the Common Stock on such day on the NASDAQ SmallCap
Market or, if the Common Stock shall not be so listed, the average of the bid
and asked prices at the end of the day in the over-the-counter market as
reported by NASDAQ or, if the Common Stock is not included on NASDAQ, as
reported by the National Quotation Bureau, Inc. or any successor organization.
"Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether Federal, state, county, city, municipal or otherwise, including any
instrumentality, division, agency, body or department thereof).
"Pledged Collateral" shall have the meaning assigned to such term in
Section 2 hereof.
"Pledged Shares" shall mean, initially, 1,687,500 shares of
Cover-All Technologies Inc. common stock, $.01 par value per share ("Common
Stock") owned by Pledgor (subject to reduction as provided in Section 3 hereof),
and all dividends, cash, instruments and other property or securities or
proceeds from time to time received, receivable or otherwise distributed or
distributable in respect of or in exchange for any or all of such Pledged
Shares, whether issued by the issuer of the Pledged Shares or otherwise, whether
in connection with any tender offer, exchange offer, merger, recapitalization,
reorganization or otherwise.
"Termination Date" shall have the meaning assigned to such term in
Section 11 hereof.
"Uniform Commercial Code" shall mean the Uniform Commercial Code of
the State of New York, as in effect from time to time.
Except as otherwise specifically provided in this Agreement, the
singular of any term shall include the plural, and vice versa, the use of any
term shall be equally applicable to any gender, "or" shall not be exclusive, and
"including" shall not be limiting or exclusive, and any reference to a "Section"
shall refer to the relevant Section of this Agreement.
2. PLEDGE AND GRANT OF SECURITY INTEREST. Pledgor hereby pledges to Secured
Party, and grants to Secured Party a continuing security interest in, all of
Pledgor's right, title and interest in and to (and in all of Pledgor's rights to
acquire any and all right, title and interest in and to) the Pledged Shares,
whether now owned or hereafter acquired in any manner, or whether from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such Pledged Shares (collectively, the "Pledged Collateral").
3. PARTIAL RELEASE OF PLEDGED SHARES. Notwithstanding Section 2 hereof,
concurrently with the receipt by Secured Party of principal payments under the
Note, Secured Party shall release the lien created by this Agreement with
respect to, and return to Pledgor, certificates representing such number of
Pledged Shares (the "Released Shares") as is equal to the difference (the
"Difference") of (a) the total number of Pledged Shares held immediately prior
to the principal payment being made less (b) the product of (i) a fraction, the
numerator of which shall be the total principal balance outstanding under the
Note immediately following, and after giving effect to, the principal payment in
question and the denominator of which shall be the Market Price per share of the
Common Stock on the date upon which the principal payment is made, multiplied by
(ii) 1.5. All Released Shares hereafter shall no longer constitute Pledged
Shares or Pledged Collateral for purposes of this Agreement, provided, however,
that if the Difference calculated pursuant to this Section 3 results in a
negative number, then Pledgor must deliver and pledge to Secured Party an
additional amount of Common Stock to Secured Party (or, if Pledgor cannot
fulfill such requirement with Common Stock, another form of additional
collateral which is acceptable to the Secured Party in its sole discretion), in
order to satisfy the requirement of this Agreement to maintain at all times
during the term of this Agreement Pledged Collateral with a value determined in
accordance with this Agreement of at least 1.5 times the the unpaid principal
balance under the Note.
4. SECURITY FOR OBLIGATIONS.
This Agreement and the Pledged Collateral secures the prompt payment
and performance when due of each and every one of and all amounts that
constitute part of the Secured Obligations of Pledgor.
5. DELIVERY OF PLEDGED COLLATERAL.
Concurrently with the execution of this Agreement, all certificates
representing or evidencing the Pledged Shares shall be delivered to and held by
or on behalf of the Secured Party pursuant hereto and shall be accompanied by
duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to the Secured Party. Pledgor
shall receive all certificates, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Pledged Shares in trust for the Secured Party
and shall immediately upon receipt deliver to the Secured Party such
certificates, cash, instruments and other property and proceeds, together with
any necessary endorsement. All dividends and all other distributions in respect
of any of the Pledged Shares, whenever paid or made, shall be delivered to the
Secured Party to hold as Pledged Collateral and shall, to the extent received by
Pledgor, be received in trust for the benefit of the Secured Party, be
segregated from the other property or funds of Pledgor, and be forthwith
delivered to the Secured Party as Pledged Collateral in the same form as so
received (with any necessary endorsement). The Secured Party shall have the
right, at any time after the occurrence of an Event of Default, in its
discretion and without notice to Pledgor, to transfer to or to register in the
name of the Secured Party or any of its nominees any or all of the Pledged
Shares. In addition, the Secured Party shall have the right at any time to
exchange certificates or instruments representing or evidencing the Pledged
Shares for certificates or instruments of smaller or larger denominations.
6. REPRESENTATIONS AND WARRANTIES.
Pledgor represents and warrants to Secured Party as follows:
6.1 Ownership. Except for the 2,500,000 shares of Common Stock of
Cover-All Technologies Inc. previously issued to Pledgor pursuant to the terms
of a Stock Purchase Agreement, dated March 31, 1996, by and among the parties
hereto and other parties, which shares have been subject to a right of
repurchase which is concurrently being terminated pursuant to the terms of the
Repurchase Agreement, Pledgor is the sole owner of the Pledged Collateral, free
and clear of any lien, claim, encumbrance, pledge or restriction of any kind,
nature or description whatsoever, except for the lien created by this Agreement.
6.2 Authorization. Pledgor has the full corporate right, power and
authority to pledge, assign, transfer, deliver, deposit and set over the Pledged
Collateral to Secured Party as provided herein.
6.3 No Consent or Notice. Except as set forth in Section 6.1, no
consent, approval, authorization or other order of any Person and no consent,
authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required to be made or obtained by
Pledgor either (a) for the grant by Pledgor of the security interest granted
hereby, for the pledge by Pledgor of the Pledged Collateral pursuant hereto or
for the execution, delivery or performance of this Agreement by Pledgor, (b) for
the perfection or maintenance of the pledge and security interest granted hereby
(including the first priority nature of such pledge and security interest) or
(c) for the exercise by Secured Party of its rights provided
for in this Agreement or the remedies in respect of the Pledged Collateral
pursuant to this Agreement.
6.4 Valid Lien. The pledge of, grant of a security interest in, and
delivery of the Pledged Collateral by Pledgor pursuant to this Agreement will
create a valid first priority lien on, and a first priority perfected security
interest in, the Pledged Collateral and the proceeds thereof of Pledgor,
securing the payment in full of the Secured Obligations of Pledgor.
6.5 Binding Obligation. This Agreement has been duly executed and
delivered by Pledgor and constitutes the legal, valid and binding obligation of
Pledgor, enforceable in accordance with its terms.
6.6 Pledgor Address. The principal business address of Pledgor is as set
forth in the preamble to this Agreement.
The representations and warranties set forth in this Section 6 shall
survive the execution and delivery of this Agreement.
7. COVENANTS.
Pledgor covenants and agrees that as of the date hereof and until
the Termination Date:
7.1 Transfer and Other Liens. Unless Secured Party gives its prior
written consent, Pledgor will not (a) sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, any of
the Pledged Collateral, or (b) create or suffer to exist any lien or grant a
security interest in or upon or with respect to, or encumber any of its rights
in or to, any of the Pledged Collateral, except for the pledge and security
interest created by this Agreement.
7.2 Further Assurances; Creation and Preservation of Lien. Pledgor
will, at its expense, promptly execute, acknowledge and deliver all such
instruments and take all such action as Secured Party, from time to time, may
reasonably request in order to ensure to Secured Party the benefits of the liens
in and to the Pledged Collateral intended to be created by this Agreement and to
protect any pledge or security interest granted or purported to be granted
hereby or to enable Secured Party to exercise and enforce its rights and
remedies hereunder with respect to the Pledged Collateral.
7.3 Title. Pledgor has and will defend the title to the Pledged
Collateral and the liens of Secured Party thereon against the claim of any
Person and will maintain and preserve such liens until such liens are realized
in accordance with the terms hereof or until the Termination Date.
7.4 Legends. Each certificate evidencing the Pledged Collateral
states and shall state that it is subject to this Agreement. Such legend shall
be removed from any Released Shares.
8. PLEDGOR'S RIGHTS.
Until the occurrence of an Event of Default under this Agreement or
the Note, Pledgor shall be entitled, pursuant to this Agreement, to exercise all
voting and other rights pertaining to the Pledged Shares. After the occurrence
of any such Event of Default, Secured Party or its nominee shall have the sole
right to vote any and all of the Pledged Shares and give consents, waivers and
ratifications in respect thereof, and Pledgor shall deliver to Secured Party or
its nominee such proxies and other documents as Secured Party may request to
further effectuate the foregoing.
9. DEFAULTS AND REMEDIES.
9.1 Defaults and Remedies. Upon the occurrence of an Event of
Default and during the continuance of such Event of Default, upon at least ten
days notice but without any other notice or demand, Secured Party (through an
agent) is hereby authorized and empowered to transfer and register in its name
or in the name of its nominee the whole or any part of the Pledged Collateral,
to exercise the voting rights with respect thereto, and to collect and receive
all dividends and other distributions made thereon; and, to sell in one or more
sales after at least ten days notice of the time and place of any public sale or
of the time after which a private sale is to take place (which notice Pledgor
agrees is commercially reasonable), but without any previous notice or
advertisement, the whole or any part of the Pledged Collateral and otherwise to
act with respect to the Pledged Collateral as though Secured Party were the
outright owner thereof, Pledgor hereby irrevocably constituting and appointing
Secured Party as the proxy and attorney-in-fact of Pledgor, with full power of
substitution to do so; provided, however, Secured Party shall not have any duty
to exercise any such right or to preserve the same and shall not be liable for
any failure to do so or for any delay in doing so. Secured Party shall exercise
reasonable care in preserving the certificates representing the Pledged
Collateral, but Secured Party shall have no obligation to preserve the value of
the Pledged Collateral. Subject to the limitations previously set forth in this
Section 9.1, any sale of the Pledged Collateral shall be made at a public or
private sale at the place named in the notice of sale, either for cash or upon
credit or for future delivery at such price as Secured Party may deem fair, and
Secured Party or Pledgor may be the purchaser of the whole or any part of the
Pledged Collateral so sold, and hold the same thereafter in its or its own right
free from any claim of Pledgor or any right of redemption. Each sale shall be
made to the highest bidder, but Secured Party reserves the right to reject any
and all bids at such sale which, in its discretion, it shall deem inadequate.
Demands of performance, notices of sale, advertisements and the presence of
property at sale are hereby waived, and any sale hereunder may be conducted by
an auctioneer or any officer or agent of Secured Party.
9.2 Sale of Collateral. If, at the original time or times appointed
for the sale of the whole or any part of the Pledged Collateral, the highest bid
shall be inadequate to discharge in full all the Secured Obligations if there be
but one sale, or if the Pledged Collateral be offered for sale in lots, if at
any of such sales the highest bid for the lot offered for sale would indicate to
Secured Party, in its discretion, the unlikelihood of the proceeds of the sales
of the whole of the Pledged Collateral being sufficient to discharge all of the
Secured Obligations, Secured Party may, on one or more occasions and in its
discretion, postpone any of said sales by public announcement at the time of
sale or the time of previous postponement of sale, and no other notice of such
postponement or postponements of sale need be given, any other notice being
hereby waived.
9.3 Proceeds. In the event of any sales hereunder, Secured Party
shall, after deducting all costs and expenses of every kind (including
reasonable attorneys' fees and disbursements) for care, safekeeping, collection,
sale, delivery or otherwise, apply the residue of the proceeds of the sales to
the payment or reduction, either in whole or in part, of the Secured Obligations
in accordance with Section 10 and the agreements and instruments governing and
evidencing such Secured Obligations, returning the surplus, if any, to Pledgor.
9.4 Pledgor Waivers. Pledgor agrees that following the occurrence
and during the continuance of an Event of Default, it will not at any time
plead, claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Agreement, or the absolute sale of the whole or
any part of the Pledged Collateral or the possession thereof by any purchaser at
any sale hereunder, and Pledgor waives the benefit of all such laws to the
extent it lawfully may do so.
9.5 Non-Interference. Pledgor agrees that it will not interfere with
any right, power or remedy of Secured Party provided for in this Agreement or
now or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by Secured Party of any one or more of
such rights, powers or remedies. No failure or delay on the part of Secured
Party to exercise any such right, power or remedy, and no notice or demand which
may be given to or made upon Pledgor by Secured Party with respect thereto,
shall operate as a waiver thereof, or limit or impair Secured Party's right to
take any action or to exercise any right, power or remedy hereunder, without
notice or demand, or prejudice its rights against Pledgor in any respect.
9.6 Unencumbered Shares. Secured Party agrees, notwithstanding any
provision to the contrary set forth herein, that in connection with any sale,
transfer or other disposition by it of the Pledged Collateral in accordance with
this Section 9, Secured Party shall first remove its lien against such Pledged
Collateral so that the transferee of such Pledged Collateral will acquire, in
accordance with this Section 9, such Pledged Collateral free and clear of all
liens, encumbrances and other restrictions or title defects.
10. APPLICATION OF PROCEEDS.
Any cash held by Secured Party as Pledged Collateral and all cash
proceeds received by Secured Party in respect of any sale of, liquidation of or
other realization upon all or any part of the Pledged Collateral shall be
applied by Secured Party as follows:
(a) First, to the payment of the costs and expenses of such sale,
including reasonable fees and expenses of Secured Party's agents and
counsel, and all expenses, liabilities and advances made or incurred by
Secured Party in connection therewith;
(b) Next, to the payment of that portion of the Secured Obligations
consisting of accrued and unpaid interest and fees;
(c) Next, to the payment of that portion of the Secured Obligations
consisting of the unpaid remaining principal amounts; and
(d) Finally, to the payment to Pledgor, or its successors or
assigns, or to whomsoever may be lawfully entitled to receive the same or
as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.
11. TERMINATION.
Following the complete payment and satisfaction of all Secured
Obligations of Pledgor to Secured Party under this Agreement and the Note (the
"Termination Date"), this Agreement shall terminate and Pledgor shall be
entitled to the return of, and Secured Party, upon such complete payment and
satisfaction of all Secured Obligations, shall return, all Pledged Collateral at
the time subject to this Agreement which may be in Secured Party's custody
hereunder and all instruments of assignment executed in connection therewith to
Pledgor or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction shall direct, free and clear of the liens
granted hereunder, and all of Pledgor's liabilities hereunder shall at such time
terminate.
12. INDEMNIFICATION.
Pledgor agrees to indemnify and hold Secured Party harmless from and
against any and all taxes, liabilities, claims and damages, including reasonable
attorneys' fees and disbursements, and other expenses incurred or arising by
reason of the taking or the failure to take action by Secured Party, in good
faith, in respect of any transaction effected under this Agreement or in
connection with the lien provided for herein, including any taxes payable in
connection with the delivery of any of the Pledged Collateral as provided
herein. The liabilities of Pledgor under this Section shall survive the
termination of this Agreement.
13. LIEN ABSOLUTE.
All rights of Secured Party hereunder, and all obligations of
Pledgor hereunder, shall be absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be impaired or affected by, or
deemed to be satisfied by, nor shall Pledgor or any Pledged Collateral be
exonerated, discharged or released by, any of the following events:
(a) Secured Party's exercise or enforcement of or failure or delay
in exercising or enforcing any legal proceedings to collect the Secured
Obligations or any power, right or remedy with respect to the Secured
Obligations, the Pledged Collateral or any other collateral held by
Secured Party, including any action or inaction of Secured Party to
perfect, protect or enforce any security interest in the Pledged
Collateral or any other collateral, any impairment or suspension of the
Pledged Collateral or any other collateral, Secured Party's compromise,
exchange, release, settlement, amendment or waiver with or of any other
Person, or the Pledged Collateral or any other collateral, or any change
in the time, manner or place of payment of, or in any other term of, all
or any part of the Secured Obligations, or any other amendment,
impairment, renunciation, cancellation, surrender, suspension or waiver of
the Note or any other agreement or instrument governing or evidencing any
of the Secured Obligations;
(b) Any insolvency, bankruptcy, reorganization, arrangement,
adjustment, composition or assignment for the benefit of creditors of
Secured Party or Pledgor, appointment of a receiver or trustee for all or
any part of Secured Party's or Pledgor's assets or liquidation, winding up
or dissolution of the Pledgor;
(c) Any invalidity, voidability, unenforceability or irregularity,
or future change to or amendment of, in whole or in part, the Secured
Obligations, the Note, this Agreement or any other agreements, documents
or instruments evidencing any Secured Obligations;
(d) Any merger, acquisition, consolidation or change in structure of
Pledgor, or any sale, lease, transfer or other disposition of any or all
of the assets of Pledgor;
(e) Any assignment, endorsement or other transfer, in whole or in
part, of Secured Party's interest in the Secured Obligations, the Pledged
Collateral or any other collateral;
(f) Any claim, defense, counterclaim or set-off, other than that of
prior performance, that Pledgor may have or assert, including, but not
limited to, any defense of incapacity, disability or lack of corporate or
other authority to execute any documents relating to the Secured
Obligations, the Pledged Collateral or any other collateral;
(g) Secured Party's vote, claim, distribution, election, acceptance,
action or inaction in any bankruptcy or reorganization case related to the
Pledged Collateral or the Secured Obligations; or
(h) Any cancellation, renunciation or surrender of any pledge or any
other debt instrument evidencing the Secured Obligations.
14. REINSTATEMENT.
This Agreement shall remain in full force and effect and continue to
be effective if at any time payment and performance of the Secured Obligations
of Pledgor, or any part thereof, is, pursuant to applicable law, avoided,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Secured Obligations, whether as a "voidable preference,"
"fraudulent conveyance" or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
avoided, rescinded, reduced, restored or returned, the Secured Obligations, as
the case may be, shall be reinstated and deemed reduced only by such amount paid
and not so avoided, rescinded, reduced, restored or returned.
15. MISCELLANEOUS.
15.1 Reimbursement. Pledgor agrees to reimburse Secured Party
promptly for all expenses, including reasonable counsel fees, reasonably
incurred by Secured Party in connection with the administration and enforcement
of this Agreement.
15.2 Limitations on Liability. Secured Party shall not be liable for
any action lawfully taken or omitted to be taken by Secured Party hereunder or
in connection herewith, except for his own gross negligence or willful
misconduct.
15.3 Binding Agreement. This Agreement shall be binding upon Pledgor
and its administrators, legal representatives and permitted successors and
assigns, and shall inure to the benefit of, and be enforceable by, Secured Party
and its administrators, legal representatives, successors and assigns.
15.4 Entire Agreement; Amendments. This Agreement, together with the
Note: (a) constitutes the entire agreement between the parties with respect to
the subject matter hereof; and (b) may not be amended or modified except by a
writing signed by Pledgor and Secured Party.
15.5 Severability. If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render invalid or
unenforceable any other severable provision of this
Agreement, and this Agreement shall be carried out as if any such invalid or
unenforceable provision were not contained herein.
15.6 Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to be duly
given if personally delivered with receipt acknowledged, if mailed by registered
or certified mail, first class, postage prepaid, if delivered by a nationally
recognized overnight courier service or if transmitted by facsimile machine
addressed as follows:
(i) if to Secured Party:
COVER-ALL TECHNOLOGIES INC.
▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
with a copy to:
▇▇▇▇ & Priest LLP
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
or to such other address or such other person(s) as Secured Party may
designate by written notice to Pledgor; and
(ii) if to Pledgor:
Care Corporation Limited
▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇ House
▇▇▇▇▇ Street
St. Helier, Jersey JE4 8SG
Channel Islands
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
Gardere & ▇▇▇▇▇, L.L.P.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
or to such other address or such other person(s) as Pledgor may designate by
written notice to Secured Party.
15.7 Agent for Service of Process. (a) Pledgor hereby irrevocably
appoints Gardere & ▇▇▇▇▇, L.L.P. as its agent for receipt of service of process
from Secured Party or any of its successors or assigns in accordance with
Section 15.8 hereof in respect of any matter relating to or in connection with
this Agreement and the transactions contemplated hereby including, but not
limited to, all matters of construction, validity and performance of this
Agreement. Pledgor hereby agrees that service upon it shall be effective if made
by notice to Gardere & ▇▇▇▇▇, L.L.P., pursuant to Section 15.6 hereof.
(b) Secured Party hereby irrevocably appoints ▇▇▇▇ & Priest
LLP as its agent for receipt of service of process from Pledgor or any of its
successors or assigns in accordance with Section 15.8 hereof in respect of any
matter relating to or in connection with this Agreement and the transactions
contemplated hereby including, but not limited to, all matters of construction,
validity and performance of this Agreement. Secured Party hereby agrees that
service upon it shall be effective if made by notice to ▇▇▇▇ & Priest LLP
pursuant to Section 15.6 hereof.
15.8 Consent to Jurisdiction. Any suit, action or proceeding against
any party hereto with respect to this Agreement, including all matters of
construction, validity and performance hereof, or any judgment entered in any
court in respect hereof may be brought in the Supreme Court of the State of New
York, County of New York, or in the United States District Court for the
Southern District of New York and each party thereto hereby submits to the
nonexclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment. Nothing herein shall in any way be deemed to
limit the ability of any party hereto to serve any writs, process or summonses
in any other manner permitted by applicable law or to obtain jurisdiction over
the other.
15.9 Section Titles. The Section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.
15.10 Governing Law. This Agreement is being executed and delivered
by the parties hereto in the State of New York and shall be construed in
accordance with, and governed by, the internal laws of the State of New York,
without giving effect to the conflicts of laws principles thereto.
15.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
CARE CORPORATION LIMITED
By:________________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
COVER-ALL TECHNOLOGIES INC.
By:________________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Executive Officer
