-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NeVZbYn/9lm6oTqEOcccQr1ffhLU2hMfrFWLQWcaBTJaI460X036wtQzNCepznKN 6xriL3IcvgOKeDc7hG2bBA== 0000950133-98-003996.txt : 19981130 0000950133-98-003996.hdr.sgml : 19981130 ACCESSION NUMBER: 0000950133-98-003996 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981127 GROUP MEMBERS: LUSK RONALD E GROUP MEMBERS: MATCH, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IATROS HEALTH NETWORK INC CENTRAL INDEX KEY: 0000866970 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 232596710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42472 FILM NUMBER: 98760313 BUSINESS ADDRESS: STREET 1: C/O OASIS HEALTHCARE STREET 2: 15 CONSTITUTION DR CITY: BEDFORD STATE: NH ZIP: 03110 BUSINESS PHONE: 6034724700 MAIL ADDRESS: STREET 1: OASIS HEALTHCARE STREET 2: 15 CONSTITUTION DR CITY: BEDFORD STATE: NH ZIP: 03110 FORMER COMPANY: FORMER CONFORMED NAME: GRACECARE HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUSK RONALD E CENTRAL INDEX KEY: 0001074076 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6245 N FEDERAL HWY STREET 2: SUITE 500 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 8007352264 MAIL ADDRESS: STREET 1: 6245 N FEDERAL HWY STREET 2: SUITE 500 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 SC 13D 1 SCHEDULE 13D 1 --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response....14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Iatros Health Network, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 450729108 - -------------------------------------------------------------------------------- (CUSIP Number) Scott D. Chenevert, Esq. 1301 K Street, NW, Suite 1100 East Reed Smith Shaw & McClay LLP Washington, DC 20005 (202)414-9489 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A NOT CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (10-97) 2 CUSIP NO. 450729108 --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). Ronald E. Lusk - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 2,015,000 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 2,015,000 PERSON ----------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,015,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.98% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 2 3 CUSIP NO. 450729108 --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). Match, Inc. IRS Identification No. - pending - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,700,000 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 1,700,000 PERSON ----------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,700,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.53% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO 3 4 This Schedule 13D is being filed jointly by Ronald E. Lusk and Match, Inc. ("Match") (together, the "Reporting Persons") respecting the Common Stock, $.001 par value ("Common Stock") of Iatros Health Network, Inc. (the "Issuer"). ITEM 1. SECURITY AND ISSUER. The class of equity security is the Common Stock. The Issuer is Iatros Health Network, Inc., a Delaware corporation. The address of the Issuer's principal executive offices as of the date of the event requiring the filing of this statement was: 11 Piedmont Center, Suite 403 Atlanta, Georgia 30305 As of November 24, 1998, the principal executive offices were moved to: 11910 Greenville Avenue, Suite 300 Dallas, Texas 75243 ITEM 2. IDENTITY AND BACKGROUND. The identity, business or residence address, and occupation (as applicable) of the Reporting Persons is as follows: Ronald E. Lusk is an individual whose business address is: Hospital Staffing Services Inc., 6245 N. Federal Highway, Suite 500, Ft. Lauderdale, Florida 33308. His present principal occupation and employment is as President, Chief Executive Officer and Chairman of Hospital Staffing Services Inc., a business that owns and operates home health care agencies. Mr. Lusk is a U.S. citizen. Match is a Texas corporation that is wholly owned by Mr. Lusk, the principal business of which is to operate as a holding company for Mr. Lusk's investment in the Series A preferred stock of the Issuer. The address of its principal office is: 6245 N. Federal Highway, Suite 500, Ft. Lauderdale, Florida 33308. During the last five years, the Reporting Persons have not been either (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction leading to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. PAGE 4 OF 29 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As described more fully in Item 5, on November 17, 1998, Match, a corporation wholly owned by Mr. Lusk, purchased 100% of the issued and outstanding Series A Senior Convertible Preferred Stock, par value $.001 ("Preferred Stock"), of the Issuer, which is convertible into Common Stock, for $1 million. This purchase effectively gave the Reporting Persons control over the Issuer through the ability of the holder of the Preferred Stock to elect up to seven members of the Issuer's Board of Directors. The $1 million purchase price was paid partly in cash ($200,000) and partly in the form of a non-recourse, non-interest bearing promissory note from Match to the seller (for $800,000, payable in semi-annual installments over two years and secured by a pledge of the purchased Preferred Stock). (The Stock Purchase Agreement and Stock Pledge Agreement between Match and the seller respecting the purchase by Match of the Preferred Stock are filed as Exhibits 3 and 4, respectively, to this statement, and are incorporated herein by reference.) In addition, during the week preceding the acquisition of the Preferred Stock, Mr. Lusk and Barrier Corporation ("Barrier"), a Delaware corporation wholly owned by Mr. Lusk, acquired Common Stock of the Issuer for cash in the amount of $58,087.50. These purchases are described in Item 5 below. The source of the cash funds used for these acquisitions was Mr. Lusk's personal funds (which, in the case of the purchase by Match, were invested in Match and used by Match as working capital). ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired securities of the Issuer in order to acquire control of the Issuer and make changes to the current management and policies of the Issuer. On November 4, 1998, NewCare Health Corporation, an existing shareholder of the Issuer, had assigned to Match its right to appoint the Chairman of the Board of Directors of the Issuer and one additional Board member. On November 17, 1998, Mr. Lusk, through Match, acquired control of the Issuer and caused himself and three other individuals -- Robert Lee Woodson, III, Albert Sousa and Joe C. Williams, Jr. -- to be elected to the Board, with Mr. Lusk appointed as Chairman. Several members of senior management were then terminated. On November 23, 1998, Mr. Woodson was appointed by the Board to be President and Chief Executive Officer of the Issuer. It is anticipated that the new management of the Issuer will develop a business plan that may include an evaluation of a PAGE 5 OF 29 6 sale or transfer of a material amount of assets, an acquisition of a material amount of assets, and/or a material change in the present capitalization of the Issuer, which could involve changes to the Article of Incorporation and Bylaws of the Issuer. The Common Stock was delisted from NASDAQ as of the close of business on September 25, 1998 by reason of not meeting a $1.00 minimum bid price requirement and a net tangible assets/market capitalization requirement. The new management is expected to consider alternatives that may result in meeting these requirements, thereby permitting relisting on NASDAQ. The Reporting Persons have no current plans regarding the acquisition or disposition of securities of the Issuer, but may acquire or sell additional shares depending on market prices and other factors. Except as set forth in the preceding paragraphs, the Reporting Persons have no current plans or proposals that relate to or would result in the acquisition or disposition of securities of the Issuer; any extraordinary corporate transaction involving the Issuer or a subsidiary; a sale or transfer of a material amount of assets of the Issuer or any subsidiary; any change in the present board of directors or management of the Issuer; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer's business or corporate structure; changes in the Issuer's charter, bylaws or similar instruments that may impede the acquisition of control of the Issuer by any other person; causing a class of securities of the Issuer to be delisted from a national securities exchange; a class of equity securities of the Issuer becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934; or any similar action. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. On November 17, 1998, Match acquired 533,333 shares of the Preferred Stock of the Issuer, representing 100% of the issued and outstanding shares of that class of stock, for a purchase price of $1 million. The shares were acquired in a private transaction from The Presbyterian Foundation for Philadelphia, Inc. at a price per share of $1.875, under the terms described in Item 3 above. This series of preferred stock, while not publicly traded, is currently convertible into approximately 1.7 million shares of Common Stock, and presently the holder(s) of such series have the right to elect, as a class, up to seven members of the Issuer's Board of Directors. (The conversion ratio of this class is determined by a formula described in the Articles of Incorporation of the Issuer, but the exact conversion ratio cannot presently be determined because the information needed to apply that formula is not readily available from the corporate records.) PAGE 6 OF 29 7 Prior to this acquisition, Mr. Lusk had acquired, through open market transactions on the OTC Bulletin Board, 120,000 shares of Common Stock for his personal account, and 195,000 shares of Common Stock through Barrier. These transactions, which occurred during the past 60 days, were as follows:
Purchase Number of Purchase Price date shares per share ------ -------- ----------- BARRIER CORPORATION: 11/10/98 10,000 0.13 11/10/98 50,000 0.15 11/10/98 40,000 0.14 11/11/98 10,000 0.12 11/11/98 10,000 0.12 11/13/98 50,000 0.1535 11/17/98 25,000 0.2255 ------------------------------------------------------------------ TOTAL 195,000 RONALD E. LUSK: 11/11/98 5,000 0.125 11/11/98 15,000 0.13 11/17/98 20,000 0.18 11/17/98 10,000 0.22 11/17/98 10,000 0.24 11/17/98 10,000 0.26 11/17/98 10,000 0.27 11/17/98 10,000 0.29 11/17/98 30,000 0.30 ------------------------------------------------------------------- TOTAL 120,000
Consequently, as of close of business on November 17, 1998, Mr. Lusk was the beneficial owner of approximately 2,015,000 of shares of Common Stock (including the shares owned by Match and Barrier), with the sole power to vote or direct the vote and to dispose or direct the disposition of such shares (including by reason of his position as an officer of Match and Barrier), repesenting 8.98% of Common Stock outstanding (based on the number of securities outstanding as contained in the Form 10-Q for the Issuer for the quarter ended September 30, 1998). As of close of business that same date, Match was the beneficial owner of approximately 1.7 million shares of Common Stock (through the convertibility of the Preferred Stock), with the sole power to vote or direct the vote and to dispose or direct the disposition of such shares, repesenting 7.53% of Common Stock outstanding (based on the number of securities outstanding as contained in the Form 10-Q for the Issuer for the quarter ended September 30, 1998). PAGE 7 OF 29 8 Other than as described above, the Reporting Persons have not engaged in any transactions in the Common Stock of the Issuer during the sixty days preceding November 17, 1998. There are no other persons with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As noted above in Item 3, Match acquired the Preferred Stock pursuant to a Stock Purchase Agreement that is filed as Exhibit 3 to this statement and is incorporated herein by reference. Under the Stock Pledge Agreement between Match and the seller of the Preferred Stock, which is filed as Exhibit 4 to this statement and incorporated herein by reference, the seller would reacquire all rights with respect to the shares of Preferred Stock owned by Match, including the rights to vote and dispose of the Preferred Stock, in the event that Match defaults on its obligations under its promissory note to the seller or the Stock Pledge Agreement. By reason of Mr. Lusk's control of Match and Barrier, including the power to vote and dispose of the securities of the Issuer owned by those corporations, it can be expected that the securities owned by Match and Barrier will be voted in a manner that is consistent with the manner in which Mr. Lusk votes those securities he owns directly. Other than as stated above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and other persons with respect to any securities of the Issuer. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. The following are filed as exhibits: Exhibit 1: Power of Attorney granting authorization for the undersigned to make filings for the Reporting Person and certain other persons with respect to the securities of the Issuer Exhibit 2: Joint Filing Agreement Among the Reporting Persons Exhibit 3: Stock Purchase Agreement dated as of November 17, 1998, between The Presbyterian Foundation for Philadelphia, Inc. and Match, Inc. (exhibits omitted) PAGE 8 OF 29 9 Exhibit 4: Stock Pledge Agreement dated as of November 17, 1998, between Match, Inc. and The Presbyterian Foundation for Philadelphia, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 25, 1998 RONALD E. LUSK By: /s/ MICHAEL B. RICHMAN -------------------------------- Michael B. Richman, Authorized Representative of Ronald E. Lusk MATCH, INC. By: /s/ MICHAEL B. RICHMAN ---------------------------------- Michael B. Richman, Authorized Representative of Ronald E. Lusk, President
PAGE 9 OF 29 EX-1 2 POWER OF ATTORNEY 1 Exhibit 1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Thomas C. Fox, Scott D. Chenevert and Michael B. Richman as his true and lawful agent and attorney-in-fact to execute in the name and on behalf of such undersigned any and all statements, schedules, reports, and other instruments necessary or advisable to be filed with the Securities and Exchange Commission (the "SEC") by him, and to take any action which may otherwise be required to file the same with the SEC, with respect to the equity securities of Iatros Health Network, Inc., including, without limitation, the power and authority to sign for and on behalf of the undersigned, and to file with the SEC, any Form 3, Form 4 or Form 5 under Section 16(a) of the Securities and Exchange Act of 1934 and the rules thereunder, any statement on Schedule 13D or Schedule 13G under Section 13(d) or 13(g) of the Securities Exchange Act of 1934 and the rules thereunder, and any amendments thereto. This Power of Attorney shall remain in force and effect until revoked by the undersigned. /s/ RONALD E. LUSK ---------------------------------- Ronald E. Lusk /s/ ROBERT LEE WOODSON, III --------------------------- Robert Lee Woodson, III /s/ ALBERT SOUSA ---------------------------------- Albert Sousa Dated: November 20, 1998
PAGE 10 OF 29 EX-2 3 JOINT FILING AGREEMENT 1 EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Iatros Health Network, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such statement. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 25th day of November, 1998. RONALD E. LUSK By: /s/ Michael B. Richman -------------------------------- Michael B. Richman, Authorized Representative of Ronald E. Lusk MATCH, INC. By: /s/ Michael B. Richman ---------------------------------- Michael B. Richman, Authorized Representative of Ronald E. Lusk, President PAGE 11 OF 29 EX-3 4 STOCK PURCHASE AGREEMENT 1 Exhibit 3 STOCK PURCHASE AGREEMENT ============================================================================== THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of November 17, 1998, is by and between The Presbyterian Foundation for Philadelphia, Inc., a Pennsylvania non-profit corporation ("SELLER"), and Match, Inc., a Texas corporation ("PURCHASER"). RECITALS: WHEREAS, Seller beneficially owns five hundred thirty-three thousand three hundred thirty-three shares of Series A Senior Convertible Preferred Stock (the "PREFERRED STOCK") of Iatros Health Network, Inc. ("IATROS"), which were issued to Seller pursuant to the terms and conditions of that certain Securities Purchase Agreement dated as of July 25, 1994, by and between Seller and Iatros, a copy of which is attached hereto as Exhibit A; and WHEREAS, Seller desires to sell, and Purchaser desire to purchase, all of the Preferred Stock (which, for purposes of this Agreement, shall be referred to collectively as the "SHARES") in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and conditions herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I SALE AND TRANSFER OF SHARES; CLOSING 1.1 Shares. Subject to the terms and conditions of this Agreement, Seller will sell and transfer the Shares to Purchaser, and Purchaser will purchase the Shares from Seller. 1.2 Purchase Price. The purchase price (the "PURCHASE PRICE") for the Shares will be One Million Dollars ($1,000,000.00). PAGE 12 OF 29 2 1.3 Closing. The purchase and sale (the "CLOSING") provided for in this Agreement shall take place upon the execution and delivery of this Agreement by the parties. 1.4 Deliveries. At Closing: (a) Seller shall execute the Stock Pledge Agreement in the form of Exhibit B hereto (the "Stock Pledge Agreement"), under which Seller will agree to hold the Shares and deliver to Purchaser certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Purchaser upon payment by Purchaser of the Note (as hereinafter defined). (b) Purchaser shall deliver to Seller: (i) Two Hundred Thousand Dollars ($200,000.00) by bank cashier's or certified check payable to the order of, or by wire transfer to accounts specified by, Seller; (ii) a non-recourse promissory note payable to Seller in the principal amount of Eight Hundred Thousand Dollars ($800,000.00) in the form of Exhibit C hereto (the "Note"); and (iii) a copy of the Stock Pledge Agreement executed by Purchaser. 1.5 Further Assurances. Seller shall, from time to time after the date hereof, as and when required by Purchaser, or by Purchaser's successors or assigns, execute and deliver on behalf of Purchaser such stock powers and other instruments, and there shall be taken or caused to be taken all such further and other action, as shall be appropriate, advisable or necessary, in order to vest, perfect or confirm, of record or otherwise, in Purchaser all right and title to, and possession of, the Shares and to otherwise carry out the purposes of this Agreement, subject, however, to the terms of the Stock Pledge Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER 2.1 Organization and Good Standing; Authority; No Conflict. Seller is a corporation duly organized, validly existing and in good standing under the PAGE 13 OF 29 3 laws of the State of Pennsylvania. Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. 2.2 Agreement Not in Breach of Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not violate or result in a breach of any of the terms or provisions of, or constitute a default (or any event which, with notice or the passage of time, or both, would constitute a default) under, or conflict with or result in the termination of, or accelerate the performance required by, (i) any agreement, indenture or other instrument to which Seller is a party or by which it is bound, (ii) the Certificate of Incorporation, Bylaws or similar organizational documents of Seller, (iii) any judgment, decree, order or award of any court, governmental body or arbitrator by which Seller is bound, or (iv) any law, rule or regulation applicable to Seller. 2.3 No Legal Bar. Seller is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and all other agreements referenced herein, and no action or proceeding is pending against Seller which questions the validity of this Agreement or any such other agreements, any of the transactions contemplated hereby or thereby or any action which has been taken by any of the parties in connection herewith or therewith or in connection with any of the transactions contemplated hereby or thereby. 2.4 Title; Possession. Seller has good and marketable title to the Shares being transferred hereby and there are no security interests, liens or other encumbrances whatsoever with respect thereto. Seller has possession of the certificates representing the Shares being transferred hereby. 2.5 No Brokerage Fees. Seller has not dealt with, nor is obligated to make any payment to, any finder, broker, investment banker or financial advisor in connection with any of the transactions contemplated by this Agreement or the negotiations looking toward the consummation of such transactions, other than PAGE 14 OF 29 4 brokerage fees, if any, which may be payable by Seller to S.W. Ryan & Co., Inc., for which Seller shall solely responsible. 2.6 Dividends in Arrears. Iatros has not made any payment of dividends to Purchaser or any of its affiliates on the Shares since the issuance thereof, and neither Purchaser nor any affiliate of Purchaser has taken any action to appoint any members to the Iatros Board of Directors. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SHARES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER 3.1 Organization and Good Standing; Authority; No Conflict. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Purchaser has all requisite corporate power and authority to enter into this Agreement, the Note and the Stock Pledge Agreement (the "Transaction Documents") and to consummate the transactions contemplated hereby. The Transaction Documents have been duly authorized, executed and delivered by Purchaser and constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms. 3.2 Transaction Documents Not in Breach of Other Instruments. The execution and delivery of the Transaction Documents, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not violate or result in a breach of any of the terms or provisions of, or constitute a default (or any event which, with notice or the passage of time, or both, would constitute a default) under, or conflict with or result in the termination of, or accelerate the performance required by, (i) any agreement, indenture or other instrument to which Purchaser is a party or by which it is bound, (ii) the Certificate of Incorporation, Bylaws or similar organizational documents of Purchaser, (iii) any judgment, decree, order or award of any court, governmental body or arbitrator by which Purchaser is bound, or (iv) any law, rule or regulation applicable to Purchaser. PAGE 15 OF 29 5 3.3 No Legal Bar. Purchaser is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by the Transaction Documents and all other agreements referenced herein, and no action or proceeding is pending against Purchaser which questions the validity of the Transaction Documents or any such other agreements, any of the transactions contemplated hereby or thereby or any action which has been taken by any of the parties in connection herewith or therewith or in connection with any of the transactions contemplated hereby or thereby. 3.4 No Brokerage Fees. Purchaser has not dealt with, nor is obligated to make any payment to, any finder, broker, investment banker or financial advisor in connection with any of the transactions contemplated by this Agreement or the negotiations looking toward the consummation of such transactions. 3.5 Shareholder, Director and Officer. Ronald E. Lusk owns all of the issued and outstanding shares of Purchaser, and is the sole director and officer of Purchaser. 3.6 Purchaser's Investigation and Experience. Purchaser acknowledges that Seller is making no representations or warranties whatsoever with respect to the value of the Shares or the rights provided by the Shares to a holder thereof. Purchaser has undertaken any and all investigation with respect to Iatros and the Shares which Purchaser deems necessary or desirable with respect to the transactions contemplated by the Transaction Documents and is relying solely on its own investigation as to the value of the Shares and the risks of ownership thereof. Purchaser and its shareholder have substantial experience in investments comparable to an investment in the Shares, have the resources necessary and appropriate to assume the risks of an investment in the Shares and to protect their interests therein, and have been advised by legal counsel with respect to the transactions contemplated by the Transaction Documents. 3.7 Investment Intent. Purchaser is acquiring the Shares for its own account and not on behalf of any other person. Purchaser is acquiring the Shares for investment and not with a view to distribution or with the intent to divide its participation with others by reselling or otherwise distributing the Shares. Purchaser understands that the Shares are being sold hereunder without PAGE 16 OF 29 6 registration under the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws, by reason of their issuance in a transaction exempt from the registration requirements of the 1933 Act and such state laws, and that they must be held indefinitely unless they are subsequently registered under the 1933 Act and such state laws, or such subsequent disposition thereof is exempt from registration. Purchaser is an "accredited investor" within the meaning of Rule 501, promulgated under the 1933 Act. ARTICLE IV INDEMNIFICATION 4.1 Indemnification by Seller. Seller hereby agrees to indemnify and hold Purchaser harmless from and against any claim, liability, obligation, loss or other damage (including, without limitation, reasonable attorneys' fees and expenses) asserted against, imposed upon or incurred by Purchaser arising out of any inaccuracy in or breach of any of Seller's representations and warranties set forth in Article 2 of this Agreement. 4.2 Indemnification by Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from and against any claim, liability, obligation, loss or other damage (including, without limitation, reasonable attorneys' fees and expenses) asserted against, imposed upon or incurred by Seller arising out of any inaccuracy in or breach of any of Purchaser's representations and warranties set forth in Article 3 of this Agreement. 4.3 Claims Process. As soon as is reasonably practicable after Purchaser or Seller becomes aware of any claim that it has which is covered under this Article 4, Purchaser or Seller, as the case may be ("Indemnified Party") shall notify the other party ("Indemnifying Party") in writing, which notice shall describe the claim in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the claim. In the event of a third party claim which is subject to indemnification under this Article 4, the Indemnifying Party shall promptly defend such claim by counsel of its own choosing, subject to the approval of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement PAGE 17 OF 29 7 shall include a complete and unconditional release of the Indemnified Party from the claim. 4.4 Survival; Claims. The representations and warranties set forth in Articles 2 and 3 above, and the indemnification rights set forth in this Article 4, shall survive for a period of one (1) year after the date hereof. No party shall have any liability for any breach of any representation or warranty set forth herein unless the other party shall have given it written notice of such breach promptly upon becoming aware of same and prior to the first anniversary of the date of this Agreement. Such notice shall identify the applicable Section of this Agreement, the alleged breach and the amounts for which the indemnitor is alleged to be liable in detail. The indemnitor shall be entitled to assume the defense of any third-party claim, provided that it admits in writing its obligation to indemnify the indemnitee for such claim. ARTICLE V MISCELLANEOUS 5.1 Expenses. Each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by this Agreement including, without limitation, fees, costs and expenses of its own financial consultants, accountants and counsel. 5.2 Attorneys' Fees. In the event any party brings an action to enforce this Agreement, the prevailing party or parties in such action shall be entitled to recover reasonable costs incurred in connection therewith, including reasonable attorneys' fees. Reasonable attorneys' fees shall include reasonable charges allocated for internal counsel. 5.3 Entire Agreement. This Agreement (including all Exhibits hereto) supersedes any and all other agreements, oral or written, between the parties hereto with respect to the subject matter hereof, and contains the entire agreement between such parties with respect to the transactions contemplated hereby. No party to this Agreement shall be entitled to rely on any representation, warranty or agreement not set forth in this Agreement. PAGE 18 OF 29 8 5.4 Amendments. This Agreement shall not be modified or amended except by an instrument in writing signed by or on behalf of all of the parties hereto. 5.5 Successors; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted transferees and assignees. Neither this Agreement nor any interest herein may directly or indirectly be transferred or assigned by any party, in whole or in part, without the written consent of the other parties, which consent shall not be unreasonably withheld. 5.6 Notices. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and shall be deemed to have been duly given on the earlier of (a) the date actually received by the party in question, by whatever means and however addressed, or (b) the date sent by telecopy, or on the date of personal delivery, if delivered by hand, or on the date signed for if sent, prepaid, by Federal Express or similar nationally-recognized overnight delivery service, to the following addresses, or to such other addresses as either party may request, in the case of Seller, by notifying Purchaser, and in the case of Purchaser, by notifying Seller: If to Purchaser: Match, Inc. 6245 North Federal Highway Suite 500 Ft. Lauderdale, FL 33308-1900 Attn: Ronald E. Lusk Telephone: (954) 771-0500 Telecopy: (954) 771-0899 With copies to: Reed Smith Shaw & McClay, LLP 1301 K Street, N.W. Suite 1100 - East Tower Washington, DC 20005 Attn: Thomas C. Fox, Esq. Telephone: (202) 414-9200 Telecopy: (202) 414-9299 If to Seller: The Presbyterian Foundation for Philadelphia, Inc. 39th & Market Streets Philadelphia, PA 19104 Attn: President Telephone: (215) 662-9102 Telecopy: (215) 662-5169
PAGE 19 OF 29 9 With copies to: Morgan, Lewis & Bockius, LLP 2000 One Logan Square Philadelphia, PA 19103-6993 Attn: John F. Bales, Esq. Telephone: (215) 963-5478 Telecopy: (215) 963-5299
5.7 Waiver. No waiver hereunder shall be valid unless set forth in writing. 5.8 Severability. In the event that any term or provision of this Agreement or any application thereof shall be held by a tribunal of competent jurisdiction to be unlawful or unenforceable, the remainder of this Agreement and any other application of such term or provision shall continue in full force and effect and the parties shall endeavor to replace the unlawful or unenforceable provision with one that is lawful and enforceable and which gives the fullest effect to the intent of the parties as expressed herein. 5.9 No Third Party Beneficiary. This Agreement is for the benefit of, and may be enforced only by, Seller and Purchaser, and their respective successors and permitted transferees and assignees, and is not for the benefit of, and may not be enforced by, any third party. 5.10 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of laws provisions thereof. 5.11 Construction. The titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that consequently any rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not applicable in the interpretation of this Agreement or any exhibits or schedules hereto. 5.12 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. PAGE 20 OF 29 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date and year first above written. THE PRESBYTERIAN FOUNDATION FOR PHILADELPHIA, INC. By: /s/ GAIL KASS --------------------------- Name: Gail Kass Its: Executive Vice President MATCH, INC. By: /s/ RONALD E. LUSK --------------------------- Name: Ronald E. Lusk Its: President PAGE 21 OF 29 EX-4 5 STOCK PLEDGE AGREEMENT 1 Exhibit 4 STOCK PLEDGE AGREEMENT ============================================================================== THIS STOCK PLEDGE AGREEMENT (this "AGREEMENT"), dated as of November 17, 1998, is by and between Match, Inc., a Texas corporation ("PLEDGOR"), and The Presbyterian Foundation for Philadelphia, Inc., a Pennsylvania non-profit corporation ("PLEDGEE"). PRELIMINARY STATEMENTS A. Pursuant to that certain Stock Purchase Agreement dated as of November 17, 1998, by and between Pledgor and Pledgee (the "PURCHASE AGREEMENT"), Pledgor purchased from Pledgee five hundred thirty-three thousand three hundred thirty three (533,333) shares of Series A Senior Convertible Preferred Stock (the "PREFERRED STOCK") of Iatros Health Network, Inc. ("IATROS"). Capitalized terms not defined herein shall have the meanings given thereto in the Purchase Agreement. B. Pledgor has paid for its purchase of the shares of the Preferred Stock (which, for purposes of this Agreement, may be referred to as the "PLEDGED SHARES") in part by delivery to Pledgee of a non-recourse promissory note (the "NOTE"). C. The Note is secured by the pledge of the Pledged Shares. For the purpose of this Agreement, the term "Pledged Shares" shall mean the Preferred Stock and shall also mean and include any other securities (including, without limitation, common stock of Iatros issued upon conversion of the Preferred Stock and any stock dividend or distribution or exchange in respect of the Preferred Stock or such common stock in connection with any reorganization, recapitalization, reclassification, or increase or reduction of capital) to which Pledgor shall become entitled for any reason whatsoever as an addition to, in substitution for or in exchange for any shares of the Pledged Shares or such Iatros common stock or other securities. ACCORDINGLY, in consideration of the preceding preliminary statements and the mutual covenants, agreements, representations and warranties PAGE 22 OF 29 2 herein contained, the parties hereto, intending to be legally bound, now agree as follows: STATEMENT OF AGREEMENT SECTION 1. GRANT AND TERMS OF PLEDGE. 1.1 Grant. As security for the full and timely payment and performance of the Note, Pledgor hereby assigns and pledges to Pledgee, and grants to Pledgee a security interest (the "SECURITY INTEREST") in, all right, title and interest of Pledgor to the Pledged Shares and in the proceeds thereof, in order to secure the due payment and performance of all indebtedness and other obligations of Pledgor under the Note. 1.2 Continuing Agreement. This Agreement creates a continuing security interest in the Pledged Shares and shall remain in full force and effect until the Note has been paid in full. SECTION 2. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. The Pledgor represents and warrants to the Pledgee as follows: 2.1 Power and Authorization. Pledgor has the power to execute, deliver and perform its obligations under this Agreement and the Note to which it is a party, and Pledgor has taken all necessary action to authorize such execution, delivery and performance. 2.3 Ownership of Collateral. Except for the Security Interest, the Pledgor is the legal and beneficial owner of the Pledged Shares, free and clear of any security interest, lien or other encumbrance. 2.3 First Lien on the Collateral. The Security Interest constitutes and creates a valid and continuing lien in favor of the Pledgee securing the Note, which Security Interest is prior to all other security interests, liens or other encumbrances. All action necessary or desirable to protect the Security Interest in the Pledged Shares has been, or shall be, duly taken by the Pledgor. Upon delivery of the certificates representing the Pledged Shares, the Security Interest shall be perfected in the Pledged Shares. PAGE 23 OF 29 3 SECTION 3. COVENANTS OF PLEDGOR. 3.1 Sale of Pledged Shares. The Pledgor shall not, without the prior written consent of the Pledgee, sell, encumber, or otherwise dispose of or hypothecate the Pledged Shares or any portion thereof. 3.2 Delivery of Pledged Shares. All certificates or instruments at any time representing or evidencing the Pledged Shares shall be immediately delivered by the Pledgor to the Pledgee, to be held by or on behalf of the Pledgee pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by instruments of transfer or assignment, duly executed in blank, all in form and substance satisfactory to Pledgee. If Pledgor shall at any time become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing the common stock of Iatros or a stock dividend or distribution, or exchange in respect of the Pledged Shares in connection with any reorganization, recapitalization, reclassification, increase or reduction of capital or otherwise), option or right, whether as an addition to, in substitution for or in exchange for any shares of the Pledged Shares, or otherwise, Pledgor agrees to accept the same as agent for Pledgee and to deliver promptly the same to Pledgee, in exact form as received, with appropriate stock powers relating thereto duly executed in blank to be held by Pledgee, subject to the terms hereof, as a further security hereunder. 3.3 Ownership of Pledged Shares. The Pledgor shall defend the Pledged Shares against all claims and demands of all persons or entities at any time claiming the Pledged Shares or any interest therein. 3.4 Additional Documents. At any time and from time to time, upon the request of the Pledgee, and at the sole expense of the Pledgee, the Pledgor shall promptly execute and deliver any and all such further instruments and documents and shall take such further action as may be deemed necessary or desirable in the reasonable judgment of the Pledgee to obtain, maintain and perfect the Security Interest or to pledge the Pledged Shares to any lender of the Pledgee. PAGE 24 OF 29 4 SECTION 4. VOTING RIGHTS AND DIVIDENDS 4.1 General. Prior to an Event of Default (as hereinafter defined), the Pledgor shall be entitled to exercise and receive all voting and all other rights and privileges, including receipt of dividends, pertaining to the Pledged Shares. 4.2 Proxies. Prior to an Event of Default, the Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which the Pledgor is entitled to exercise and receive pursuant to Section 4.1 hereof. 4.3 Rights Upon Default. Upon the occurrence and during the continuance of a failure to pay all payments when due under the Note or a failure to promptly discharge all obligations of Pledgor under this Agreement ("EVENT OF DEFAULT"), all rights of the Pledgor to exercise the voting and other rights and privileges, including receipt of dividends, which the Pledgor would otherwise be entitled to exercise or receive pursuant hereto shall cease to be effective upon written notice by the Pledgee to the Pledgor ("NOTICE OF DEFAULT"), and upon delivery of such notice become vested in the Pledgee who shall thereupon have the sole right to exercise and receive such voting and all other rights and privileges, including, without limitation, the right to exercise all voting and corporate rights pertaining to the Pledged Shares at any meeting of shareholders and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Shares; provided, any dividends received by the Pledgee shall be applied against the amount owed by the Pledgor to the Pledgee under the Note. Upon an Event of Default, Pledgee shall have the right to cause the Pledged Shares to be registered in the name of Pledgee and may deliver certificates evidencing the Pledged Shares and stock powers, or other powers of attorney, with respect thereto, to the transfer agent for Iatros to enable the Pledgee to obtain a certificate or certificates for the Pledged Shares in the name of the Pledgee and the recordation with the transfer agent of the Pledgee as the holder of record of the Pledged Shares. SECTION 5. REMEDIES OF THE PLEDGEE 5.1 Remedies Upon Event of Default. If an Event of Default shall have occurred and is continuing, the Pledgee shall have all of the rights given to a PAGE 25 OF 29 5 secured party upon default by the Uniform Commercial Code, and may proceed to foreclose the Security Interest given to the Pledgee hereunder by selling all or any part of the Pledged Shares at such price or prices and upon such other terms that are commercially reasonable. Such sales may be in one or more parcels, at the same or different times, at public or private sale, provided such sales are made in a commercially reasonable manner. Such sale or sales may be made for cash or upon credit or in exchange for other securities or property, or any combination of such consideration. In no event shall Pledgor be credited with any part of the proceeds of sale of any Pledged Shares until cash payment thereon is actually received by Pledgee and all expenses, including reasonable attorneys' fees, in connection with such sale have been paid. The pledgor agrees that the Pledgee shall be under no obligation to affect a public sale of all or part of the Pledged Shares and may resort to one or more private sales and such private sales may be at prices and on terms less favorable to the Pledgor than if the Pledged Shares were sold at public sales. The Pledgor agrees that private sales as described above shall be deemed to have been made in a commercially reasonable manner. In connection with any such sale or other disposition pursuant to this Agreement, Pledgee shall have the right, in the name, place and stead of Pledgor, to execute all necessary endorsements, assignments or other instruments of conveyance or transfer with respect to all or any part of the Pledged Shares. The Pledgor agrees that at least ten (10) days prior notice of the time and place of any proposed sale of the Pledged Shares shall constitute reasonable notification. At any sale of the Pledged Shares, the Pledgee may bid (which bid shall be in the form of all or a portion of the cancellation of indebtedness of the Pledgor to the Pledgee under the Note) for the purchase of the Pledged Shares. 5.2 Termination of Security Interest; Release of Pledged Shares. Upon performance in full of the Pledgor's obligations to the Pledgee under the Note, the Security Interest granted herein shall terminate and all rights to the Pledged Shares shall revert to the Pledgor. Upon such termination of the Security Interest or release of any Pledged Shares, the Pledgee will execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the termination of the Security Interest or the release of any Pledged Shares which have not yet theretofore been sold or otherwise applied or released. PAGE 26 OF 29 6 5.3 Care. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Shares while held hereunder, the Pledgee shall have no duty or liability to preserve rights pertaining thereto, and shall have no responsibility with respect to the Pledged Shares upon surrendering such to the Pledgor. SECTION 6. GENERAL 6.1 Amendments. No amendment to or waiver of any provision of this Agreement shall in any event be effective unless in a writing signed by or on behalf of the parties hereto. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 6.2 No Implied Waiver; Remedies Cumulative. No failure or delay on the part of the Pledgee in exercising any right, power or privilege hereunder and no course of dealing between the Pledgor and the Pledgee shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 6.3 Parties Bound. The rights of the Pledgee hereunder shall inure to the benefit of its successors and assigns. This Agreement shall be binding upon the Pledgor and its heirs, legatees, successors and assigns. 6.4 Notice. Notices hereunder shall be given to the parties hereto at the addresses and as designated in the Purchase Agreement. 6.5 Construction of Agreement; Modifications. This Agreement represents the final agreement of the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. Furthermore, this agreement supersedes all prior written agreements and understandings, if any, relating to the subject matter hereof. 6.6 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions thereof. PAGE 27 OF 29 7 6.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument notwithstanding that all parties are not signatories to each counterpart. 6.8 Construction. The titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that consequently any rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not applicable in the interpretation of this Agreement. 6.9 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns, and shall inure to the benefit of and be enforceable by the Pledgee and its successors and assigns. Neither party may assign or transfer any of its interests or obligations hereunder without the prior written consent of the other party, such consent not unreasonably withheld. [SIGNATURE PAGE FOLLOWS] PAGE 28 OF 29 8 IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed and delivered as of the date first above written. PLEDGOR: MATCH, INC. By: /s/ RONALD E. LUSK ---------------------------- Name: Ronald E. Lusk Its: President PLEDGEE: THE PRESBYTERIAN FOUNDATION FOR PHILADELPHIA, INC. By: /s/ GAIL KASS ---------------------------- Name: Gail Kass Its: Executive Vice President PAGE 29 OF 29 -----END PRIVACY-ENHANCED MESSAGE-----