STOCK PLEDGE AND SECURITY AGREEMENT
This Stock Pledge and Security Agreement, dated as of the 28th day of
September, 2000, is executed by HealthAxis Inc., a Pennsylvania corporation,
having a principal place of business at 0000 XxXxxx Xxxx, Xxxx Xxxxxxxx, XX
00000 ("Pledgor"), to and in favor of XxxxxxXxxx.xxx, Inc., a Pennsylvania
corporation with offices at 0000 XxXxxx Xxxx, Xxxx Xxxxxxxx, XX
19401("Pledgee"), with respect to the following facts:
A. Pledgor is the direct and beneficial owner of the issued and
outstanding shares of stock, instruments, documents, commercial paper,
securities and other interests listed on Exhibit "A" hereto (the "Pledged
Securities"); and
B. In order to induce Pledgee to enter into certain that certain Loan
Agreement dated as of September 29, 2000 (the "Loan Agreement") and related
promissory notes, among Pledgor and Pledgee, and to extend certain financial
accommodations to Pledgor as therein provided, Pledgor has agreed to secure the
payment and performance of the Obligations (as defined in the Loan Agreement)
and to accomplish same by (i) executing and delivering to Pledgee this Stock
Pledge and Security Agreement, (ii) except as hereinafter provided, delivering
to Pledgee the Pledged Securities, together with appropriate powers and/or
endorsements duly executed in blank by Pledgor, and (iii) delivering to Pledgee
any and all other documents which Pledgee reasonably deems necessary to protect
Pledgee's interests hereunder or with respect to the Obligations;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, Pledgor hereby
agrees as follows:
1. Definitions.
(a) "Loan Agreement" shall have the meaning provided in
Recital paragraph B above, and shall include the Secured Revolving Line of
Credit and the Secured Hannover Re Loan which are evidenced by their respective
secured promissory notes as further described therein and as described in
sections 2.b. and 2.c. herein.
(b) "Issuer" shall mean individually and collectively, the
issuers identified as such in Exhibit "A" hereto, and their successors.
(c) "Obligations" shall mean the two Secured loans made by
Pledgee to Pledgor as set forth in the Loan Agreement.
(d) "Pledge Agreement" shall mean and include this Stock
Pledge and Security Agreement, as amended, modified or supplemented from time to
time.
(e) "Pledged Property" shall mean and include (i) the Pledged
Securities, together with all cash dividends, stock dividends, interest,
profits, redemption, warrants, subscription rights, stock, securities, options,
substitutions, exchanges and other distributions now or hereafter distributed by
Issuer or which may hereinafter be acquired by or delivered to the possession of
Pledgor or Pledgee with respect to the Pledged Property, (ii) Pledgor's records
with respect to the foregoing and (iii) the proceeds of all of the foregoing.
(f) Except as otherwise herein expressly provided, all
capitalized terms used in this Pledge Agreement shall have the meanings ascribed
to them in the Loan Agreement, and all other terms not specifically defined
herein which are defined in the Uniform Commercial Code, as presently in effect
in the Commonwealth of Pennsylvania and as the same may hereafter be amended
from time to time, shall be construed in accordance with the definitions set
forth therein.
2. Grant of Security Interest
(a) General. As collateral security for the prompt and
unconditional payment and performance when due of each and every one of the
Obligations, Pledgor hereby assigns, mortgages, pledges, hypothecates, transfers
and sets over to Pledgee and grants to Pledgee a security interest in and lien
upon all of the Pledged Property. Upon delivery of the original certificates for
the Pledged Property, all blank endorsements thereof by Pledgor as evidenced by
the stock powers executed and delivered by Pledgor to Pledgee pursuant to this
Pledge Agreement and the Loan Agreement shall automatically be effective, and
Pledgee's security interest therein as provided for in this Pledge Agreement
shall automatically be perfected by "control" (as that term is defined in
Section 9203 et seq.of the Pennsylvania Uniform Commercial Code as in effect at
the date of this Pledge Agreement).
(b) Secured Revolving Line of Credit. The Pledged Securities
for the Secured Revolving Line of Credit shall consist of and be secured by a
perfected first security interest in and to shares of XxxxxxXxxx.xxx, Inc.
common stock owned by Pledgor. Upon the making of any Revolving Credit Loan
advanced on any Funding Date, Pledgor shall deliver to Pledgee a certificate or
certificates (accompanied by an executed stock power in blank) representing a
number of shares of XxxxxxXxxx.xxx, Inc. common stock equal to (a) the amount of
the Revolving Credit Loan divided by (b) 1.3 times the Average HealthAxis Inc.
Trading Price. All such shares of XxxxxxXxxx.xxx, Inc. common stock so delivered
shall be free and clear of any and all liens, claims, charges or encumbrances
whatsoever. For purposes hereof, the "Average HealthAxis Inc. Trading Price"
shall mean, as of the date of funding of any Revolving Credit Loan, the average
closing price per share of HealthAxis Inc. common stock as quoted on the Nasdaq
National Market (or on such other market as shares of HealthAxis Inc. are then
quoted) for the 10 consecutive trading days immediately preceding such date of
funding; provided, however, that the Average HealthAxis Inc. Trading Price shall
be deemed to be not less than $3.00 per share and not greater than $5.00 per
share.
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(c) Secured Hannover Re Loan. The Pledged Securities for the
Secured Hannover Re Loan shall consist of and be secured by a perfected first
security interest in and to 200,000 shares of XX.xxx common stock, pledged to
XX.xxx in accordance with and subject to the terms of the Security Agreement.
Upon the making of the Secured Hannover Re Loan, HAI shall deliver to XX.xxx a
certificate or certificates (accompanied by an executed stock power in blank)
representing 200,000 shares of XX.xxx common stock, which shares shall be free
and clear of any and all liens, claims, charges or encumbrances whatsoever.
3. Representations, Warranties, Covenants and Waivers
Pledgor hereby covenants, represents and warrants with and to
Pledgee that (all of such covenants, representations and warranties being
continuing in nature so long as any of the Obligations are outstanding):
(a) The Pledged Securities are duly authorized, validly
issued, fully paid and nonassessable securities of the Issuer, and are not
registered, nor has Pledgee authorized the registration thereof, in the name of
any person or entity other than Pledgor or Pledgee.
(b) The Pledged Property is directly, legally and beneficially
owned by Pledgor free and clear of all claims, liens, pledges and encumbrances
of any kind, nature or description except for the pledge and security interest
with respect thereto in favor of Pledgee, and the lien priority of Lender's
security interest herein granted is and shall be senior to all other security
interests and liens in the Pledged Property.
(c) The Pledged Property is not subject to any restrictions
relative to the transfer thereof, except as noted on the certificates evidencing
the Pledged Securities and, except as so noted and provided, Pledgor has the
right to transfer and hypothecate the Pledged Property free and clear of any
liens, encumbrances or restrictions except as otherwise provided herein.
(d) Except as provided in Subsection 3(c) above, the Pledged
Property is duly and validly pledged to Pledgee, and no consent or approval of
any governmental or regulatory authority or of any securities exchange or the
like, nor any consent or approval of any other third party was or is necessary
to the validity and enforceability of this Pledge Agreement.
(e) Pledgor authorizes Pledgee to (i) store, deposit and
safeguard the Pledged Property, (ii) perform any and all other acts which
Pledgee in good xxxxx xxxxx reasonable and/or necessary for the protection and
preservation of the Pledged Property or its value or Pledgee's security interest
therein, including, without limitation, transferring, registering or arranging
for the transfer or registration of the Pledged Property to or in Pledgee's own
name and receiving the income therefrom as additional collateral for the
Obligations and (iii) pay any charges or expenses which Pledgee reasonably deems
necessary for the foregoing purposes, but without any obligation to do so. Any
obligation of Pledgee for reasonable care for the Pledged Property in Pledgee's
possession shall be limited to the same degree of care which Pledgee uses for
similar property owned by Pledgee.
(f) Pledgor will pay all charges and assessments of any nature
against the Pledged Property or with respect hereto prior to said charges and/or
assessments being delinquent.
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(g) Pledgor shall promptly reimburse Pledgee on demand,
together with interest at the rate provided in the other Loan Documents, for any
charges, assessments or expenses paid or incurred by Pledgee in its reasonable
discretion for the protection and preservation and maintenance of the Pledged
Property and the enforcement of Pledgee's rights hereunder, including, without
limitation, reasonable attorneys' fees and legal expenses (whether of outside
counsel or the allocated costs of Pledgee's in-house counsel and staff) incurred
by Pledgee in seeking to protect, collect or enforce its rights in the Pledged
Property or otherwise hereunder.
(h) Pledgor shall furnish Pledgee with such information
concerning the Pledged Property as Pledgee may from time to time reasonably
request, including, without limitation, current financial statements.
(i) During the term of this Pledge Agreement, if Pledgor shall
receive, have registered in its name or become entitled to receive or acquire or
have registered in its name any stock certificate, option or warrant with
respect to the Pledged Property (including, without limitation, any certificate
representing a dividend on or a distribution or exchange of or in connection
with any reclassification of the Pledged Securities) whether as an addition to,
in substitution of, or in exchange for any of the Pledged Property or otherwise,
then, Pledgor agrees to accept same as Pledgee's agent, to hold same in trust
for Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent or
bailee in the form received, with the endorsement(s) of Pledgor where necessary
and/or duly executed appropriate powers and/or assignments, to be held by
Pledgee or Pledgee's agent or bailee subject to the terms hereof. If any of the
foregoing is at any time in uncertificated form, Pledgor shall register same
with the Pledgee's security interest noted therein, as further security for the
Obligations.
(j) During the term of this Pledge Agreement, Pledgor shall
not directly or indirectly sell, assign, transfer, or otherwise dispose of, or
grant any option with respect to the Pledged Property, nor shall Pledgor create,
incur or permit any further pledge, hypothecation, encumbrance, lien, mortgage
or security interest with respect to the Pledged Property.
(k) So long as no Event of Default (as hereinafter defined)
has occurred, Pledgor shall have the right to vote and exercise all corporate
rights with respect to the Pledged Securities except as expressly prohibited
herein.
(l) Pledgee may notify Issuer or the appropriate transfer
agent of the Pledged Securities to register the security interest and pledge
granted herein and honor the rights of Pledgee with respect thereto.
(m) Pledgor shall perform such further acts and execute such
additional instruments as are reasonably required by Pledgee to effectuate and
implement this Pledge Agreement and the provisions hereof.
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(n) No action has been taken or is being taken by or is
currently planned by Pledgor, or any agent acting on its behalf which would
cause this Pledge Agreement, the Obligations or other Loan Documents to violate
Regulation U or any other regulation of the Board of Governors of the Federal
Reserve System, the Securities and Exchange Act of 1934 or any other applicable
law or regulation, in each case as now in effect or as the same may hereafter be
amended or supplemented. Pledgor is not in the business of extending credit for
the purpose of purchasing or carrying margin stocks or other securities.
(o) Pledgor waives any right of subrogation or interest in the
Obligations or Pledged Property until all Obligations have been indefeasibly
paid in full. Pledgee is entitled to all of the benefits of a secured party set
forth in Sections 9201 et seq. of the Pennsylvania Uniform Commercial Code.
4. Events of Default
The occurrence of any Event of Default under the Loan
Agreement shall, at the sole option of Pledgee, constitute and be deemed an
Event of Default under this Pledge Agreement.
5. Remedies After Default
Upon or subsequent to the occurrence of an Event of Default
and the continuation thereof beyond any applicable cure period under the Loan
Agreement:
(a) Pledgee, at its option, shall be empowered to exercise its
continuing right to instruct the Issuer of the Pledged Securities (or the
appropriate transfer agent of the Pledged Securities) to register any or all of
the Pledged Securities and/or other Pledged Property in the name of Pledgee or
in the name of Pledgee's nominee, and Pledgee may complete, in any manner
Pledgee may deem expedient, any and all stock powers, assignments or other
documents heretofore or hereafter executed in blank by Pledgor and delivered to
Pledgee. After said instruction, and without further notice, Pledgee, in its
discretion, shall have the exclusive right to exercise all voting and corporate
rights with respect to the Pledged Securities and other Pledged Property and
exercise any and all rights of conversion, redemption, exchange, subscription or
any other rights, privileges, or options pertaining to any shares of the Pledged
Securities or the other Pledged Property as if Pledgee were the absolute owner
thereof, including, without limitation, the right to exchange, in its
discretion, any and all of the Pledged Securities and other Pledged Property
upon any merger, consolidation, reorganization, recapitalization or other
readjustment with respect to Issuer. Upon the exercise of any such rights,
privileges or options by Pledgee, Pledgee shall have the right to deposit and
deliver any and all of the Pledged Securities and other pledged property to any
committee, depository, transfer agent, registrar or other designated agency upon
such terms and conditions as Pledgee may determine, all without liability,
except to account for property actually received by Pledgee. However, Pledgee
shall have no duty to exercise any of the aforesaid rights, privileges or
options (all of which are exercisable in the sole discretion of Pledgee) and
shall not be responsible for any failure to do so or delay in doing so.
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(b) In addition to all the rights and remedies of a secured
party under the Pennsylvania Uniform Commercial Code, Pledgee shall have the
right, at any time and without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon Pledgor or any other person (all
and each of which demand, advertisements and/or notices are hereby expressly
waived to the extent permitted by law), to proceed forthwith to collect, redeem,
receive, appropriate, sell, or otherwise dispose of and deliver the Pledged
Property or any part thereof in one or more lots at public or private sale or
sales at any exchange, brokers board or at any of Pledgee's offices or elsewhere
at such prices and on such terms as Pledgee may deem best; provided, however,
that Pledgee shall not be required under any circumstance to sell the Pledged
Property by a private sale if and to the extent the Pledged Property Pledgee is
permitted to sell the Pledged Property on or through a nationally recognized
securities exchange or other recognized market. The foregoing disposition(s)
must be for cash or on credit or for future delivery without assumption of any
credit risk by Pledgee, with Pledgee having the right to purchase all or any
part of said Pledged Property so sold at any such sale or sales, public or
private, free of any right or equity or redemption in Pledgor, which right or
equity is hereby expressly waived or released by Pledgor. The proceeds of any
such collection, redemption, recovery, receipt, appropriation, realization, sale
or other disposition, after deducting all costs and expenses of every kind
incurred relative thereto or incidental to the care, safekeeping or otherwise of
any and all Pledged Property or in any way relating to the rights of Pledgee
hereunder (including, without limitation, reasonable attorneys' fees and legal
expenses) shall be applied first to the satisfaction of the Obligations (in such
order as Pledgee may elect and whether or not due) and then to the payment of
any amounts required by applicable law. Pledgor shall be liable to Pledgee for
the payment on demand of all such costs and expenses, together with interest at
the rate set forth in the other Loan Documents, together with any reasonable
attorneys' fees if placed with an attorney for collection or enforcement.
Pledgor agrees that ten (10) days prior notice by Pledgee of the date after
which a private sale may take place or a public auction may be held is
reasonable notification of such matters.
(c) Pledgor recognizes that if Pledgee is unable to effect a
public sale of all or part of the Pledged Property on or through a nationally
recognized securities exchange or other recognized market by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, as now or
hereafter in effect or in applicable Blue Sky or other state securities law, as
now or hereafter in effect, Pledgee may resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such Pledged Property for their own account for investment and not
with a view to the distribution or resale thereof. If at the time of any sale of
the Pledged Property or any part thereof, the same shall not, for any reason
whatsoever, be effectively registered (if required) under the Securities Act of
1933 (or other applicable state securities law), as then in effect, Pledgee in
its sole and absolute discretion is authorized to sell such Pledged Property or
such part thereof by private sale in such matter and under such circumstances as
Pledgee or its counsel may deem necessary or advisable in order that such sale
may legally be effected without registration. Pledgor agrees that private sales
so made may be at prices and other terms less favorable to the seller than if
such Pledged Property were sold at public sale, and that Pledgee has no
obligation to delay the sale of any such Pledged Property for the period of time
necessary to permit the Issuer of such Pledged Property, even if such Issuer
would agree, to register such Pledged Property for public sale under such
applicable securities laws. Pledgor agrees that any private sales made under the
foregoing circumstances shall be deemed to have been in a commercially
reasonable manner.
(d) All of the Pledgee's rights and remedies, including but
not limited to the foregoing and those otherwise arising under this Pledge
Agreement, the other Loan Documents, the instruments and securities comprising
the Pledged Property, applicable law or otherwise, shall be cumulative and not
exclusive and shall be enforceable alternatively, successively or concurrently
as Pledgee may deem expedient. No failure or delay on the part of Pledgee in
exercising any of its options, powers or rights or partial or single exercise
thereof shall constitute a waiver of such option, power or right.
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6. Further Assurances
Pledgor agrees that at any time and from time to time upon the
written request of Pledgee, Pledgor will execute and deliver such further
documents, including but not limited to irrevocable proxies or stock powers, in
form reasonably satisfactory to counsel for Pledgee, and will take or cause to
be taken such further acts as Pledgee may reasonably request in order to effect
the purposes of this Pledged Agreement and perfect or continue the perfection of
the security interest in the Pledged Property granted to Pledgee hereunder.
7. Governing Law; Arbitration; Waiver of Jury Trial
(a) This Pledge Agreement shall be construed in accordance
with and be governed by the laws of the Commonwealth of Pennsylvania. Subject to
the remaining provisions of this Section 7, any legal action or proceeding with
respect to this Pledge Agreement or any other Loan Document may be brought in
the courts of Common Pleas sitting in Xxxxxxxxxx County or of the United States
for the Eastern District of Pennsylvania, and, by execution and delivery of this
Pledge Agreement, Pledgor hereby irrevocably accepts for itself and in respect
of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. Nothing herein shall affect the right of Pledgee to serve
process in any manner permitted by law or to commence legal proceedings or
otherwise proceed against Pledgor in any other jurisdiction.
(b) Except as otherwise specifically agreed to in writing by
the parties, any action, dispute, claim or controversy between or among the
parties, whether sounding in contract, tort, or otherwise ("Dispute" or
"Disputes"), shall be resolved by arbitration as set forth below and, shall
include all Disputes arising out of or in connection with (1) this Pledge
Agreement or any related agreements or instruments, (2) all past, present, and
future agreements involving the parties, (3) any transaction contemplated
hereby, and all past and future transactions involving the parties, (4) any
aspect of the past, present or future relationship of the parties. Such disputes
shall be resolved by binding arbitration in accordance with the Federal
Arbitration Act and the Commercial Arbitration Rules ("Rules") of the American
Arbitration Association ("AAA"). In the event of any inconsistency between the
Rules and these arbitration provisions, these provisions shall supersede the
Rules. All statutes of limitations which would otherwise be applicable shall
apply to any arbitration proceeding under this subsection (b). In any
arbitration proceeding subject to these provisions, the arbitrator is
specifically empowered to decide (by documents only, or with a hearing, at the
arbitrator's sole discretion) pre-hearing motions which are substantially
similar to pre-hearing motions to dismiss and motions for summary adjudications.
Judgment upon the award rendered may be entered in any court having
jurisdiction. Whenever an arbitration is required, the parties shall select an
arbitrator in the manner provided in subsection (d). The arbitration proceeding
shall be held in Xxxxxxxxxx County, Pennsylvania at a mutually agreeable
location therein.
(c) No provision of, nor the exercise of any rights under,
subsection (a) hereof, shall limit the right of Pledgee (i) to foreclose against
any Collateral by the exercise of a power of sale under the Loan Agreement or
applicable law, (ii) to exercise self help remedies such as set-off, or (iii) to
obtain provisional or ancillary remedies such as injunctive relief or the
appointment of a receiver from a court having jurisdiction before, during or
after the pendency of any arbitration or referral. The institution and
maintenance of an action for judicial relief or pursuit of provisional or
ancillary remedies or exercise of self help remedies shall not constitute a
waiver of the right of any party, including the plaintiff, to submit the Dispute
to arbitration or judicial references.
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(d) Whenever an arbitration is required under subsection (b),
the arbitrator shall be selected in accordance with this subsection. Except as
otherwise provided, the arbitrator shall be selected in accordance with the
Rules. Any arbitrator selected under this subsection shall be knowledgeable in
the subject matter of the Dispute. Qualified retired judges shall be selected
through panels maintained by the AAA. A single arbitrator who is an attorney but
is not a retired judge shall have the power to render a maximum award of
$100,000. Where any party makes timely written request prior to appointment of
the arbitrator, or where the claim of any party exceeds $100,000, the arbitrator
shall be a retired judge formerly sitting on the bench of the Court of Common
Pleas or any higher State court, or a retired Federal Court judge formerly
sitting on the bench in the Eastern District of Pennsylvania. A single
arbitrator who is a retired judge shall have the power to render a maximum award
of $1 million. Where any party seeks an award in excess of $1 million, the
Dispute shall be decided by a majority vote of three arbitrators, at least one
of whom shall meet the requirements for retired judges set forth herein. For
purposes of this Section (d), the computation of the maximum award an arbitrator
may make includes amounts awarded for arbitration fees, attorneys' fees, and all
other related costs provided by Section (e).
(e) Any arbitration questions arising under this Section on
dispute resolution shall be governed in accordance with the Federal Arbitration
Act. This Article constitutes the entire agreement of the parties with respect
to its subject matter and supersedes all prior discussions, arrangements,
negotiations and other communications on dispute resolution. The provisions of
this Article shall survive any termination, amendment or expiration of the
agreement in which this Article is contained, unless the parties otherwise
expressly agree in writing. In the event of any Dispute governed by this
Article, each of the parties shall pay all of its own expenses, and, subject to
the award of the arbitrator, shall pay an equal share of the arbitrators' fees.
The arbitrator shall have the power to award recovery of all costs and fees
(including attorneys' fees, administrative fees, arbitrators' fees, and court
costs) to the prevailing party.
(f) THE PARTIES HERETO HEREBY WAIVE THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN
ANY WAY RELATING TO: (i) THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
ANY SUPPLEMENT OR AMENDMENT THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN PLEDGEE AND PLEDGOR, OR (III) ANY BREACH,
CONDUCT, ACTS OR OMISSIONS OF PLEDGOR OR PLEDGEE, OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON AFFILIATED
WITH OR REPRESENTING PLEDGOR OR PLEDGEE, IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
8. Miscellaneous
(a) Beyond the exercise of reasonable care to assure the safe
custody of the Pledged Property while held by Pledgee hereunder, as provided in
Section 3(e) hereof, Pledgee or Pledgee's agent or bailee shall have no duty or
liability to protect or preserve any rights pertaining thereto. Pledgee shall
have no obligation or duty to return or release its security interest in the
Pledged Property except upon the written request of Pledgor, at the sole expense
of Pledgor and only after all Obligations are indefeasibly paid in full.
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(b) No course of dealing between Pledgor and Pledgee, nor any
failure or delay by Pledgee to exercise any right, power or privilege under the
Pledge Agreement, the other Loan Documents or under any other agreements,
instruments and documents executed and delivered in connection therewith shall
operate as a waiver hereof or thereof; nor shall any single or partial exercise
of any right, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
No waiver of any provision of this Pledge Agreement shall be effective unless
the same shall be in writing and signed by Pledgee, and then such waiver shall
be effective only in the specific instance and for the purpose for which given.
(c) This Pledge Agreement may not be changed, modified or
amended, in whole or in part, except by a writing signed by Pledgor and Pledgee.
(d) The provisions of this Pledge Agreement and the other Loan
Documents are severable, and if any clause or provision hereof or thereof shall
be held invalid or unenforceable in whole or in part or in any jurisdiction,
then such invalidity or unenforceability shall attach only to such clause or
provision in any such jurisdiction or part hereof and shall not in any manner
affect such clause or provision in any other jurisdiction or any other clause or
provision in the Pledge Agreement or the other Loan Documents in any
jurisdiction.
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IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to
be duly executed and delivered on the day and year first above written.
PLEDGOR
HEALTHAXIS INC.
BY: /S/ XXXXXXX XXXXXX
-----------------------------
XXXXXXX XXXXXX
PRESIDENT & CEO
PLEDGEE
XXXXXXXXXX.XXX, INC.
BY: /S/ XXXXXXX XXXXXX
-----------------------------
XXXXXXX XXXXXX
PRESIDENT & CEO
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EXHIBIT "A"
ISSUER CERTIFICATE NO. DATE ISSUED NO. SHARES
------ --------------- ----------- ----------
Secured Revolving Line of Credit
XxxxxxXxxx.xxx, Inc. [According to formula in section 2.b. herein]
Secured Hannover Re Loan
XxxxxxXxxx.xxx, Inc. 101 September 29, 2000 200,000
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