Exhibit 10.19
PLEDGE AGREEMENT
In consideration of a loan made by Inverness Medical Innovations, Inc., a
Delaware corporation (together with any successor thereto, the "Company"), to
David Scott ("Borrower"), under the Promissory Note dated December 4, 2001, and
any renewals or extensions thereof made in the sole discretion of the Company
("Note"), Borrower agrees as follows:
SECTION 1.
PLEDGE.
BORROWER HEREBY PLEDGES, ASSIGNS AND TRANSFERS TO THE
COMPANY, AND GRANTS TO THE COMPANY A SECURITY INTEREST IN, THE FOLLOWING
PROPERTY ("COLLATERAL"), TO BE HELD BY THE COMPANY:
(A)
THE 399,381 SHARES OF COMMON STOCK OF THE COMPANY (EACH, TOGETHER
WITH ANY SUCCESSOR SECURITIES, A "SHARE") OBTAINED UPON THE EXERCISE OF STOCK
OPTIONS GRANTED PURSUANT TO A CERTAIN NON-QUALIFIED STOCK OPTION AGREEMENT DATED
AS OF AUGUST 15, 2001 BETWEEN BORROWER AND THE COMPANY (THE "OPTION AGREEMENT")
AND HELD BY BORROWER, OR ANY PERMITTED TRANSFEREE (AS THAT TERM IS DEFINED IN
THE OPTION AGREEMENT), AND ANY SECURITIES OWNED IN RESPECT THEREOF OR IN
EXCHANGE THEREFOR.
(B)
ALL OTHER SECURITIES, INSTRUMENTS AND OTHER PROPERTY ISSUED OR
ACCEPTED IN SUBSTITUTION FOR ANY OF THE FOREGOING.
(C)
ALL PROCEEDS OF ANY AND ALL OF THE COLLATERAL.
SECTION 2.
OBLIGATIONS.
THIS AGREEMENT AND THE SECURITY INTEREST GRANTED
HEREBY SECURE THE PAYMENT OF ALL OBLIGATIONS OF BORROWER TO THE COMPANY UNDER
THE NOTE ("OBLIGATIONS"), AND THE OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT,
AND ANY AND ALL RENEWALS OR EXTENSIONS THEREOF.
SO LONG AS ANY OF THE
OBLIGATIONS ARE OUTSTANDING, UNLESS AND UNTIL BORROWER SHALL BE IN DEFAULT
HEREUNDER OR THERE SHALL BE ANY DEFAULT OF ANY OF THE OBLIGATIONS, BORROWER
SHALL RETAIN ALL RIGHTS TO DIVIDENDS AND DISTRIBUTIONS AND VOTING RIGHTS, IF
ANY, WITH RESPECT TO THE COLLATERAL.
IN THE EVENT THE OBLIGATIONS SHALL BE IN
DEFAULT OR IN THE EVENT THAT BORROWER SHALL BE IN DEFAULT UNDER THE TERMS
HEREOF, THE COMPANY MAY, IN ITS DISCRETION, VOTE AND EXERCISE ALL OF THE POWERS
OF AN OWNER WITH RESPECT TO ANY OF THE RELEVANT COLLATERAL.
WITHOUT LIMITING
THE GENERALITY OF THE OTHER REMEDIES PROVIDED HEREIN AND IN ADDITION THERETO, IN
THE EVENT ANY OF THE OBLIGATIONS SHALL BE IN DEFAULT OR UPON ANY DEFAULT BY
BORROWER HEREUNDER, THE COMPANY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT MAY
TAKE ALL STEPS NECESSARY TO CAUSE THE COLLATERAL TO BE TRANSFERRED INTO THE NAME
OF THE COMPANY, INCLUDING BUT NOT LIMITED TO TAKING STEPS NECESSARY TO COMPLY
WITH RESTRICTIONS ON SALE OR TRANSFER OF THE SHARES CONSTITUTING SUCH
COLLATERAL, AND IN CONNECTION THEREWITH BORROWER APPOINTS THE COMPANY SUCH
BORROWER'S ATTORNEY-IN-FACT TO EXECUTE AND DELIVER SUCH OFFERS, TENDER OFFERS,
CERTIFICATES, DOCUMENTS OR INSTRUMENTS OF EVERY NATURE OR DESCRIPTION REQUIRED
FOR THE PURPOSE OF THE TRANSFER OF SUCH SHARES INTO THE NAME OF THE COMPANY, OR
ANY OTHER PERSON.
If Borrower receives any cash distribution or dividend in respect of any
Collateral, Borrower may retain such cash distribution or dividend as his own
property unless prior to such receipt an Event of Default has occurred, in which
event Borrower shall accept