substituted, and/or supplemented,
referred to as the "Loan Agreement"), executed by the Co-Borrowers, as
co-borrowers, and the Secured Party, as lender, to amend [SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT]
GRAPHIC [g273521kmi001.gif]
and restate in their entirety the Existing Loan Agreement, for the purposes of,
inter alia providing for an amended and restated revolving credit loan facility
in the maximum principal amount of up to Twenty Million and 00/100
($20,000,000.00) Dollars (hereinafter, as it may be from time to time amended,
modified, extended, renewed, substituted, and/or supplemented, referred to as
the "Loan Facility"), which amended and restated revolving credit loan facility
amends and restates the Original Loan Facility in its entirety; and WHEREAS,
capitalized terms used but not expressly defined herein shall have the same
meanings when used herein as set forth in the Loan Agreement; and WHEREAS, as an
inducement to the Lender to make the Loan Facility available to the Co-
Borrowers, the Lender has required that the Grantor agree to amend and amend and
restate in its entirety the Original Pledge Agreement with the terms,
conditions, and provisions of this Agreement. NOW, THEREFORE, IN CONSIDERATION
OF THESE PREMISES AND THE MUTUAL REPRESENTATIONS, COVENANTS AND AGREEMENTS OF
THE GRANTOR AND THE SECURED PARTY, EACH PARTY BINDING ITSELF AND ITS SUCCESSORS
AND/OR ASSIGNS, HEREBY PROMISES, COVENANTS, AND AGREES TO AMEND AND RESTATE THE
ORIGINAL PLEDGE AGREEMENT WITH ALL OF THE TERMS, CONDITIONS, AND PROVISIONS SET
FORTH HEREINBELOW, AND ALL OF THE TERMS, CONDITIONS, AND PROVISIONS OF THE
ORIGINAL PLEDGE AGREEMENT ARE HEREBY DEEMED SUPERSEDED, SUBSTITUTED, AND
REPLACED BY THE FOLLOWING: 1. Pledge. Upon and pursuant to the terms, conditions
and provisions of this Agreement, the Grantor hereby grants and delivers to the
Secured Party a continuing pledge, first lien on and security interest in and to
(hereinafter referred to as the "Security interest"), all of the rights, title
and interests of the Grantor in and to all of the following securities
instruments and property (said securities instruments and property hereinafter
being collectively referred to as the "Collateral"): sixty-five percent (65%),
on a fully diluted basis, of all the shares of the authorized, issued and
outstanding capital stock (hereinafter collectively referred to as the "Wayside
Canada Shares") of Wayside Technology (Canada), Inc. (hereinafter referred to as
"Wayside Canada"); sixty-five percent (65%), on a fully diluted basis, of all
the shares of the authorized, issued and outstanding capital stock (hereinafter
collectively referred to as the "Wayside Europe Shares" and hereinafter the
Wayside Canada Shares and the Wayside Europe Shares shall be collectively
referred to as the "Shares") of Wayside Technology Group Europe BV (hereinafter
referred to as "Wayside Europe" and hereinafter Wayside Canada and Wayside
Europe shall be collectively referred to as the "Companies"); All certificates,
options, rights, securities or other distributions issued as an addition to, in
substitution or in exchange for, or on account of, the Shares described in
subparagraphs (i) and (ii) of this Paragraph I (including, without limitation,
any and all stock options to purchase shares)