STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 7th, 2006 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
This Stock Pledge Agreement (this “Agreement”), dated as of February 1, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Conversion Services International, Inc., a Delaware corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SECURITY AGREEMENTSecurity Agreement • February 7th, 2006 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York
This Security Agreement is made as of February 1, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), CONVERSION SERVICES INTERNATIONAL, INC., a Delaware corporation (“Company”), DeLeeuw Associates, LLC, a Delaware limited liability company (“DeLeeuw”), CSI Sub Corp. (DE), a Delaware corporation (“CSI Sub”), Integrated Strategies, Inc., a Delaware corporation (“Integrated”), CSI Sub Corp. II (DE), a Delaware corporation (“CSI Sub II”) and McKnight Associates, Inc., a Delaware corporation (“McKnight).
ContractConversion Services International Inc • February 7th, 2006 • Services-computer programming, data processing, etc. • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONVERSION SERVICES INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
February 1, 2006Conversion Services International Inc • February 7th, 2006 • Services-computer programming, data processing, etc.
ContractConversion Services International Inc • February 7th, 2006 • Services-computer programming, data processing, etc. • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONVERSION SERVICES INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
