STOCK PLEDGE AGREEMENT
AGREEMENT (the "Agreement") dated as of this ____ day of ________,
199__, by and between ______________ ("Pledgor"), and TRIMERIS, INC., a Delaware
corporation (the "Lender").
WHEREAS, Lender has extended a loan to Pledgor in the principal amount
of up to ______________ Dollars ($_______________) (the "Loan"), which Loan is
evidenced by a promissory note in favor of Lender (the "Note"); and
WHEREAS, to secure the payment and performance of all obligations under
the Note, Pledgor wishes to pledge to Lender all of his right, title and
interest in the capital stock of Lender owned by Pledgor and listed on Exhibit A
hereto (the "Stock").
NOW, THEREFORE, the parties hereto agree as follows:
1. Warranty. Pledgor hereby represents and warrants to Lender that
except for the security interest created hereby, 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 the stock.
2. Security Interest. Pledgor hereby unconditionally grants and assigns
to Lender, it successors and assigns, a continuing security interest in the
security title to the Stock. Pledgor has delivered to and deposited with Lender
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 Pledgor to Lender hereunder; and
(ii) payment and performance of all obligations of Pledgor to Lender under the
Note or any extension, renewal, amendment or modification of the Note, 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 Pledgor until the occurrence of a Default
under the terms hereof (as defined in Section 4 below).
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
Lender, 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 Lender, together with stock powers
endorsed in blank by Pledgor, and shall thereupon constitute Stock to be held by
Lender under the terms of this Agreement; and
(b) subscriptions, warrants or any other rights or options are
issued in connection with the Stock, all new stock or other securities acquires
through such subscriptions, warrants, rights or options by Pledgor shall be
immediately delivered to Lender and shall thereupon constitute Stock to be held
by Lender under the terms of this Agreement.
4. Default. Failure to Pledgor to pay any amount of principal or
interest when due pursuant to the terms of the Note and after ten (10) business
days after Lender's written request to cure such failure or a default by Pledgor
under this Agreement shall constitute a default under the terms of this
Agreement (any of such occurrences being hereinafter referred to as a
"Default"). Upon the occurrence of a Default, Lender may sell or make other
commercially reasonable disposition of the Stock or any portion thereof after
ten (10) business days' written notice to Pledgor, and Lender may purchase the
Stock of 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, (ii) to any unpaid interest which may have accrues on
any obligations secured hereby; (iii) to any unpaid principal; and (iv) to
damages incurred by Lender by reason of any breach secured against hereby, in
such order as Lender may determine, and any remaining proceeds shall be paid
over to Pledgor or others as law provided. Pledgor shall be liable to Lender for
any deficiency 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.
5. Additional Rights of Secured Parties. In addition to other rights
and privileges under this Agreement, Lender shall have 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 Lender shall return to Pledgor all of the then
remaining Stock and all rights received by Lender as agent for Pledgor as a
result of its possessory interest in the Stock.
7. Voting Rights. Pledgor shall retain all rights to vote the Stock
until such time as Lender either cancels or sells the Stock after a Default
under the Note.
8. Notices. All notices and other communications required or permitted
hereunder shall be in writing and, if mailed by prepaid certified mail, 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. In addition, notices
hereunder may be delivered by hand in which 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 address as follows:
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If to Pledgor: _______________________
_______________________
_______________________
If to Lender: Trimeris, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx Xxxxxxxx 00000
9. 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 North Carolina. This
Agreement, together with all documents referred to herein, constitutes the
entire agreement between Pledgor and Lender with respect to the matters
addressed herein and may not be modified except by a writing executed by Lender
and Pledgor. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an originally but all of which, taken together, shall
constitute one and the same instrument.
10. Severablility. If any paragraph of 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.
11. Assignability. This Agreement, and the rights and obligations of
the Lender hereunder, may be assigned by the Lender to any person or entity to
which the Note is transferred by the Lender, and such transferee shall be deemed
the "Lender" for purposes of this Agreement; provided that the transferee
provides written notice of such assignment to the Borrower and agrees to be
bound by the terms of this Agreement.
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: _____________________________(SEAL)
Name:
Lender: TRIMERIS, INC.
By: ________________________________
[CORPORATE SEAL] Its: ________________________________
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EXHIBIT A
STOCK CERTIFICATE NUMBERS
Number Owner Number of Shares Represented
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