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Securities Pledge Agreement

 

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Title:

Securities Pledge Agreement

Entities:

Date:

2002

Size:

Preview shows 5KB of 17KB total

Price:

$32

ID:

#932960

 

 

► Financing ► Pledge ► Securities Pledge Agreements

 

 

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SECURITIES PLEDGE AGREEMENT

THIS SECURITIES PLEDGE AGREEMENT (this "Agreement") is dated as of this
___ day of March, 2002, by and between Marshall Hunt and Hunt Family
Investments, L.L.L.P. (collectively, the "Pledgor") and ComVest Venture
Partners, L.P., a Delaware limited partnership with its principal place of
business at 800 Third Avenue, New York, New York 10022 (the "Pledgee").

WITNESSETH:

WHEREAS, in order to provide financing for the repayment of certain
indebtedness of Horizon Medical Products, Inc., a Delaware corporation (the
"Company"), the Company has proposed to issue and sell to Pledgee and, if so
elected by Pledgee, certain Additional Note Purchasers (as such term is defined
in the Note Purchase Agreement referred to below) its Senior Subordinated
Convertible Notes (the "Notes") upon the terms and subject to the conditions
contained in that certain Note Purchase Agreement, dated as of the date hereof
(the "Note Purchase Agreement") by and between the Company, Pledgee and such
Additional Note Purchasers as are parties thereto (capitalized terms used, but
not otherwise defined herein, shall have the meaning given to such terms in the
Note Purchase Agreement);

WHEREAS, in order to induce Pledgee and any Additional Note Purchasers
to enter into the Note Purchase Agreement and to purchase the Notes in
accordance therewith, Pledgor has agreed to enter into this Agreement and, on
the terms and subject to the conditions contained herein, to pledge all of the
Pledged Securities (as defined below) to Pledgee, for the ratable benefit of
Pledgee and each Additional Note Purchaser, if any.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:

1. Definitions. The term "Pledged Securities" shall mean the securities
described in Schedule I hereto and any shares of the Company's Capital Stock
(including securities exercisable for or convertible into Capital Stock) that
Pledgor purchases or otherwise acquires beneficial ownership of after the
execution of this Agreement, together with all certificates, options, rights, or
other distributions issued as an addition to, in substitution or in exchange
for, or on account of, any such securities, and all proceeds of all of the
foregoing, now or hereafter owned or acquired by the Pledgor.

2. Agreement to Pledge.

(a) As security for the obligations of Pledgor under Section 5.5, 5.8
and 1.11 of the Securityholders Agreement (as defined in the Note Purchase
Agreement), the Pledgor hereby pledges, hypothecates, assigns, transfers and
delivers unto Pledgee, its successors and assigns, for the ratable benefit of
the Pledgee and each Additional Note Purchaser, if any, the Pledged Securities
in form transferable for delivery, together with all right, title, interest,
powers, privileges and preferences pertaining or incidental thereto, and grants
the Pledgee a lien on and security interest therein.


<PAGE>

(b) If the Pledgor shall become entitled to receive or shall receive,
in connection with any of the Pledged Securities, any:

(i) certificate representing such Pledged Securities, including, but
without limitation, any certificate representing a dividend or in connection
with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off;

(ii) option, warrant, or right, whether as an addition to or in
substitution or in exchange for any of the Pledged Securities, or otherwise;

(iii) dividend or distribution payable in cash or in property,
including securities issued by other than the issuer of any of the Pledged
Securities; or

(iv) extraordinary or liquidating dividends, redemptions or
distributions, then:

the Pledgor shall accept the same as the Pledgee's agent, in trust for the
Pledgee, and shall deliver them forthwith to the Pledgee in the exact form
received with, as applicable, the Pledgor's endorsement when necessary, or
appropriate stock powers duly executed in blank, to be held by the Pledgee,

 

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