EXHIBIT 10(Q)(4)
PLEDGE AGREEMENT
This PLEDGE AGREEMENT, dated as of June 28, 2001, between COVER-ALL
TECHNOLOGIES INC., a Delaware corporation ("Pledgor"), RENAISSANCE US GROWTH &
INCOME TRUST PLC, a public limited company registered in England and Wales
("RUSGIT"), BFSUS SPECIAL OPPORTUNITIES TRUST PLC, a public limited company
registered in England and Wales ("BFSUS") (RUSGIT and BFSUS collectively
referred to as "Secured Party"), and RENAISSANCE CAPITAL GROUP, INC., a Texas
corporation, as Agent for the Lender (the "Agent").
RECITALS
A. Pledgor, Secured Party and Agent have entered into a Convertible Loan
Agreement of even date herewith (the "Loan Agreement"). Capitalized terms used
but not defined herein shall have the meanings set forth in the Loan Agreement.
B. Pursuant to the terms of the Loan Agreement, Secured Party will lend to
Pledgor the aggregate principal amount of $1,400,000 to be evidenced by the
Pledgor's 8.00% Convertible Debentures of even date herewith (the "Debentures").
C. Pledgor is the owner of the shares (collectively, the "Shares") of
capital stock hereto issued by each Subsidiary described on SCHEDULE A, and
Pledgor has agreed to pledge and assign to Secured Party a security interest in
the Shares, together with any additional shares of capital stock of any
Subsidiary subsequently acquired by Pledgor or an affiliate, to secure payment
of the Obligations of Pledgor under the Loan Agreement and Debentures.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants, the parties agree as follows:
1. PLEDGE OF SHARES. Pledgor hereby pledges and assigns to the Secured
Party the Shares for the purpose of securing the full and prompt payment, when
due, by Pledgor of the Obligations.
2. DELIVERY OF SHARES. Upon execution of this Pledge, Pledgor shall deliver
to Agent all the certificates representing the Shares, together with duly
executed stock powers, in blank. Agent shall hold all such certificates and
stock powers subject to the terms of this Pledge Agreement.
3. VOTING OF SHARES AND RECEIPT OF DIVIDENDS. Pledgor shall have the right
to vote the Shares, except as provided herein and in the Loan Agreement and
Debentures, upon the occurrence of an Event of Default or a Default.
4. REPRESENTATIONS AND WARRANTIES. Pledgor hereby warrants, represents and
covenants as follows:
a. Pledgor owns the Shares, free from any adverse claims and Liens;
b. Pledgor will notify Secured Party of, and will defend the Shares
against, all claims and demands of all persons at any time claiming the
Shares or any interest therein;
c. Pledgor will pay all taxes and assessments upon the Shares prior to
the date of delinquency for payment of such taxes and assessments; and
d. Pledgor has the full power, authority and capacity to grant the
security interest hereunder.
5. RETURN OF SECURITY. When the Obligations have been paid in full, Agent
shall promptly deliver the certificates representing the Shares then held by it
and all related stock powers to Pledgor.
6. OCCURRENCE OF EVENT OF DEFAULT. If an Event of Default or a Default
occurs, Agent or Secured Party shall have the right to exercise any rights and
remedies provided in the Loan Agreement, as Secured Party or Agent, in its or
their sole discretion, may deem necessary or appropriate. Secured Party or Agent
shall further have the right to exercise any remedies afforded a secured party
under the Uniform Commercial Code of Texas or any other applicable law with
respect to the Shares.
7. DURATION OF PLEDGE. This Pledge shall be terminated upon the earlier of:
(i) foreclosure by Secured Party of the security interest granted hereunder upon
the occurrence of a Default or an Event of Default, or (ii) return of the Shares
to Pledgor upon payment of the Obligations.
8. Miscellaneous.
a. GOVERNING LAW. This Pledge shall be governed by and construed and
enforced in accordance with thesubstantive laws of the State of Texas,
without regard to the conflicts of laws provisions thereof, and the
applicable laws of the United States. Venue and jurisdiction shall be in
the state or federal courts in Dallas County, Texas.
b. BINDING EFFECT. All of the terms, covenants, representations,
warranties and conditions herein shall be binding upon, and inure to the
benefit of, and be enforceable by the parties and their respective
successors and assignees.
c. WAIVER. This Pledge may not be amended, modified, superseded or
canceled, nor may any of the terms, covenants, representations, warranties
or conditions hereof be waived, except by a written instrument executed by
the party against whom such amendment, modification, supersedure,
cancellation or waiver is charged. The failure of any party at any time or
times to require performance of any provision hereof shall in no manner
affect the right at a later time to enforce the same. No waiver by any
party of any condition, or of any breach of any term, covenant,
representation or warranty contained herein, in any one or more instances,
shall be deemed to be or construed as a
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further or continuing waiver of any such condition or breach or waiver of
any other condition or of any breach of any other term, covenant,
representation or warranty.
d. ATTORNEYS' FEES. If any party brings an action in connection with the
performance, breach or interpretation of this Pledge, or in any action
related to the transaction contemplated hereby, the prevailing party in
such action shall be entitled to recover from the losing party in such
action all reasonable costs and expenses of such litigation, including
attorneys' fees, court costs, costs of investigation, accounting and other
costs reasonably incurred or related to such litigation.
e. SEVERABILITY. If any provision hereof is determined to be illegal or
unenforceable, such determination shall not affect the validity or
enforceability of the remaining provisions hereof, all of which shall
remain in full force and effect.
f. FURTHER DOCUMENTS. Each party covenants and agrees that, from time to
time, after the date hereof, at the reasonable request of any other party,
and without further consideration, such party will execute and deliver such
other documents and take such other action reasonably required to carry
out, in all respects, the transactions contemplated and intended by this
Pledge.
g. NOTICES. Any notices or other communications required or permitted to
be given by this Agreement or any other documents and instruments referred
to herein must be (i) given in writing and personally delivered, mailed by
prepaid certified or registered mail or sent by overnight service, such as
FedEx, or (ii) made by telex or facsimile transmission delivered or
transmitted to the party to whom such notice or communication is directed,
with confirmation thereupon given in writing and personally delivered or
mailed by prepaid certified or registered mail.
If to Pledgor:
Cover-All Technologies Inc.
00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Chairman and CEO
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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with a copy to:
Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Secured Party:
Renaissance US Growth & Income Trust PLC
c/o Renaissance Capital Group, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000-XX00
Xxxxxx, Xxxxx 00000
Attn.: Xxxx X. Xxxxxx
Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BFSUS Special Opportunities Trust PLC
c/o Renaissance Capital Group, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000-XX00
Xxxxxx, Xxxxx 00000
Attn.: Xxxx X. Xxxxxx
Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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If to Agent:
Renaissance Capital Group, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000-XX00
Xxxxxx, Xxxxx 00000
Attn.: Xxxx X. Xxxxxx
Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any notice delivered personally in the manner provided herein will
be deemed given to the party to whom it is directed upon the party's (or
its agent's) actual receipt. Any notice addressed and mailed in the
manner provided herein will be deemed given to the party to whom it is
addressed at the close of business, local time of the recipient, on
the fourth business day after the day it is placed in the mail, or, if
earlier, the time of actual receipt.
h. PARTIES IN INTEREST. Nothing in this Pledge, whether express or
implied, is intended to confer any rights or remedies under or by reason of
this Pledge on any persons other than the parties and their respective
successors and assigns, nor is anything in this Pledge intended to relieve
or discharge the obligation or liability of any third persons to any party
to this Pledge, nor shall any provision give any third persons any right of
subrogation or action over or against any party to this Pledge.
i. DEFINED TERMS. All capitalized terms, unless otherwise specified,
have the same meanings assigned to them in the Loan Agreement and
Debentures.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, this Pledge Agreement is executed as of the date first
above written.
PLEDGOR:
COVER-ALL TECHNOLOGIES INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx, Chairman and CEO
SECURED PARTY:
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
AGENT:
RENAISSANCE CAPITAL GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President and CEO
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