STOCK PLEDGE AGREEMENT
EXHIBIT
10.6
THIS
STOCK PLEDGE AGREEMENT (as amended from time to time, this "Pledge
Agreement")
dated
as of May 1, 2008 is made by (i) GFN AUSTRALASIA FINANCE PTY LTD, an Australian
corporation ("Company"),
and
(ii) the Subsidiaries of the Company that may from time to time become party
hereto (Company and its present and future Subsidiaries are collectively
referred to as the "Grantors")
in
favor of BISON CAPITAL EQUITY PARTNERS II, L.P., a Delaware limited partnership
("Purchaser").
R
E C I T
A L S
WHEREAS,
Company intends to deliver to Purchaser a Secured Senior Subordinated Promissory
Note dated as of even date herewith (the “Note”)
and to
enter into that certain First Amendment to Securities Purchase Agreement dated
as of even date herewith and that certain First Amendment to Shareholders
Agreement dated as of even date herewith (collectively, the “Transactions”).
Execution, delivery and performance of this Agreement is one of the conditions
to Bison's obligation to consummate the Transactions;
WHEREAS,
Company, Purchaser and the Grantors entered into that certain Securities
Purchase Agreement dated as of September 13, 2007 (the “Purchase
Agreement”);
WHEREAS,
in order to induce Purchaser to enter into the Purchase Agreement and the
Related Agreements (as defined in the Purchase Agreement) and to induce
Purchaser to enter into the transactions contemplated thereby, each Grantor
has
agreed to grant a continuing Lien on the Pledged Collateral (as hereinafter
defined) to secure the Obligations to Purchaser (as hereinafter
defined).
A
G R E E
M E N T
NOW,
THEREFORE, in consideration of the above recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. DEFINITIONS
AND INTERPRETATION.
Unless
otherwise defined herein, all capitalized terms used herein and defined in
the
Purchase Agreement shall have the respective meanings given to those terms
in
the Purchase Agreement, and all terms defined in the California Uniform
Commercial Code (the "UCC")
shall
have the respective meanings given to those terms in the UCC.
2. THE
PLEDGE.
To
secure
the Obligations as defined in Section 3 hereof, each Grantor hereby
irrevocably assigns, transfers and pledges to Purchaser a security interest
in,
all of each Grantor's right, title and interest, whether now existing or
hereafter arising in all instruments, certificated and uncertificated
securities, money and general intangibles of, relating to or arising from the
following property (the "Pledged
Collateral"):
(a) The
securities of each Grantor listed on Schedule
1
hereto,
which securities are more particularly described on Schedule
1
hereto
(the "Pledged
Securities");
-1-
(b) All
dividends (including cash dividends), other distributions (including redemption
proceeds) or other property, securities or instruments in respect of or in
exchange for
the
Pledged Securities, whether by way of dividends, stock dividends,
recapitalizations, mergers, consolidations,
split-ups, combinations or exchanges of shares or otherwise; and
(c) All
proceeds
of the
foregoing ("Proceeds").
3. SECURITY
FOR OBLIGATIONS.
The
obligations secured by this Pledge Agreement (the "Obligations")
shall
mean the "Obligations to Purchaser", as defined in the Purchase
Agreement.
4. DELIVERY
OF PLEDGED COLLATERAL.
The
pledge hereunder shall be accomplished by an Assignment Separate From
Certificate, duly executed in blank, in the form attached hereto as Exhibit
A,
and
such pledge shall serve as security for the performance of all Company's
obligations set forth in the Purchase Agreement, the Note and in this Pledge
Agreement. Upon or at any time after the existence or occurrence of, and during
the continuation of, an Event of Default, Company hereby appoints Purchaser
as
attorney-in-fact to arrange at Purchaser's option for the transfer of the
Pledged Collateral to the name of Purchaser or to the name of Purchaser's
nominee.
5. JURISDICTION
OF ORGANIZATION.
Each
Grantor's name as it appears in official filings in the state of its
incorporation or other organization, the type of entity of each Grantor
(including corporation, partnership, limited partnership or limited liability
company), organizational identification number issued by each Grantor's state
of
incorporation or organization or a statement that no such number has been issued
and each Grantor's state of organization or incorporation, are set forth in
Schedule 2
hereto.
Each Grantor has only one state of incorporation or organization. The Grantors
may amend Schedule
2
in
connection with and pursuant to certain transactions permitted by the Purchase
Agreement.
6. FURTHER
ASSURANCES.
Company
agrees that at any time and from time to time, at Company's expense, Company
will promptly execute and deliver all further instruments and documents,
including without limitation all additional Pledged Securities, and take all
further action, that may be necessary or desirable, or that Purchaser may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable Purchaser to exercise
and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.
7. EVENTS
OF DEFAULT; REMEDIES. Each
Grantor shall be in default under this Pledge Agreement upon the happening
of
any of the following events or conditions (each, an "Event
of Default"):
(i) any of the Grantors breaches any of its representations, warranties,
covenants, agreements or obligations hereunder; (ii) an Event of Default
(as defined in the Purchase Agreement) occurs under the Purchase Agreement
or
any of the Related Agreements; (iii) any event which results in the
acceleration of the maturity in the indebtedness of any of the Grantors to
others under any indenture, agreement or undertaking; (iv) dissolution,
termination of existence, insolvency, business failure, appointment of a
receiver of any part of the property of, assignment for the benefit of creditors
by, or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against any of the Grantors; (v) sale
(except as provided herein or in the Purchase Agreement or Related Agreements)
or attempted sale of any of the Collateral, or (vi) Purchaser's security
interest in the Collateral is not, or is asserted not to be, a valid, perfected
and continuing security interest..
-2-
(a) Rights
Under the UCC.
In
addition to all other rights granted hereby, and otherwise by law, Purchaser
shall have, with respect to the Pledged Collateral, the rights and obligations
of a secured party under the UCC.
(b) Sale
of Pledged Collateral.
Company
acknowledges and recognizes that Purchaser may be unable to effect a public
sale
of all or a part of the Pledged Securities and may be compelled to resort to
one
or more private sales to a restricted group of purchasers who will be obligated
to agree, among other things, to acquire the Pledged Securities for their own
account, for investment and not with a view to the distribution or resale
thereof. Company acknowledges that any such private sales may be at prices
and
on terms less favorable to Purchaser than those of public sales, and agrees
that
so long as such sales are made in good faith such private sales shall be deemed
to have been made in a commercially reasonable manner and that Purchaser has
no
obligation to delay sale of any Pledged Securities to permit the issuer thereof
to register it for public sale under the Securities Act of 1933, as amended
or
under any state securities law.
(c) Notice,
Etc.
In any
case where notice of sale is required, two days' notice shall be deemed
reasonable notice. Purchaser may look to the Pledged Collateral or any portion
thereof with no requirement on the part of Purchaser to proceed first against
any other Person or property.
(d) Other
Remedies.
Upon
the occurrence and during the continuance of an Event of Default, (i) at
the request of Purchaser, Company shall assemble and make available to Purchaser
all records relating to the Pledged Securities at any place or places specified
by Purchaser, together with such other information as Purchaser shall request
concerning Company's ownership of the Pledged Securities and relationship to
Grantor; and (ii) Purchaser or its nominee shall have the right, but shall
not be obligated, to vote or give consent with respect to the Pledged Securities
or any part thereof. Nothing herein shall limit Purchaser's remedies under
the
Purchase Agreement or any Related Agreement.
8. VOTING
RIGHTS; DIVIDENDS; ETC.
(a) Rights
Prior to an Event of Default.
So long
as no Event of Default shall have occurred and be continuing:
(i) Company
shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Pledged Securities or any part thereof for any purpose not
inconsistent with the terms of this Pledge Agreement.
(ii) Company
shall be entitled to receive and retain free and clear of the security interest
of Purchaser hereunder any and all dividends and interest paid in respect of
the
Pledged Securities; provided,
however,
that
any and all of the following shall delivered to Purchaser to hold as, Pledged
Collateral and shall, if received by Company, be received in trust for the
benefit of Purchaser, be segregated from the other property or funds of Company
and be forthwith delivered to Purchaser as Pledged Collateral in the same form
as so received (with any necessary endorsement) to be held as part of the
Pledged Collateral: (A) dividends and interest paid or payable other than
in cash in respect of, and instruments and other property received, receivable
or otherwise distributed in respect of, or in exchange for, any Pledged
Securities, (B) dividends and other distributions paid or payable in cash
in respect of any Pledged Securities in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in-surplus, and (C) cash paid, payable or otherwise
distributed in respect of principal of, or in redemption of, or in exchange
for,
any Pledged Securities.
-3-
(b) Rights
Following an Event of Default.
Upon
the occurrence and during the continuance of an Event of Default:
(i) All
rights of Company to exercise the voting and other consensual rights which
it
would otherwise be entitled to exercise pursuant to Section
8(a)(i)
and to
receive the dividends and interest payments which it would otherwise be
authorized to receive and retain pursuant to Section
8(a)(ii)
shall
cease and all such rights shall thereupon become vested in Purchaser which
shall
thereupon have the sole right, but not the obligation, to exercise such voting
and other consensual rights and to receive and hold as Pledged Collateral such
dividends and interest payments.
(ii) All
dividends and interest payments which are received by Company contrary to the
provisions of Section
8(b)(i)
shall be
received in trust for the benefit of Purchaser, shall be segregated from other
funds of Company and shall be forthwith delivered to Purchaser as Pledged
Collateral in the same form as so received (with any necessary
endorsement).
9. PURCHASER
APPOINTED ATTORNEY-IN-FACT.
(a) Each
Grantor hereby appoints Purchaser and its designee as such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor
and
in the name of Grantor or otherwise, from time to time in Purchaser's discretion
and to the full extent permitted by law to take any action and to execute any
instrument which Purchaser may deem reasonably necessary or advisable to
accomplish the purposes of this Pledge Agreement in accordance with the terms
and provisions hereof, including, without
limitation, to receive, endorse and collect all instruments made payable to
Purchaser representing any dividend, interest payment or other distribution
in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same.
(b) Each
Grantor ratifies and approves all acts of such attorney-in-fact. Neither
Purchaser nor its attorneys-in-fact will be liable for any acts or omissions
or
for any error of judgment or mistake of fact or law except for their
gross
negligence or willful misconduct.
This
power of attorney is a power coupled with an interest and shall be irrevocable
until the Purchase Agreement has been terminated and all Obligations to
Purchaser have been fully satisfied. The powers conferred on Purchaser hereunder
are solely to protect Purchaser's interests in the Pledged Collateral and shall
not impose any duty upon Purchaser to exercise any such powers.
-4-
10. MISCELLANEOUS.
(a) Reinstatement.
This
Pledge Agreement shall remain in full force and effect and continue to be
effective should any petition be filed by or against any Grantor for liquidation
or reorganization, should such Grantor become insolvent or make an assignment
for the benefit of any creditor or creditors or should a receiver or trustee
be
appointed for all or any significant part of such Grantor's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Obligations to Purchaser, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee of the Obligations to
Purchaser, whether as a voidable preference, fraudulent conveyance, or
otherwise, all as though such payment or performance had not been made. In
the
event that any payment, or any part thereof, is rescinded, reduced, restored
or
returned, the Obligations to Purchaser shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or
returned.
(b) Notices.
Except
as otherwise provided herein, whenever it is provided herein that any notice,
demand, request, consent, approval, declaration or other communication shall
or
may be given to or served upon any of the parties
by any
other party, or whenever any of the parties desires to give and serve upon
any
other party any communication with respect to this Pledge Agreement, each such
notice, demand, request, consent, approval, declaration or other communication
shall be in writing and shall be given in the manner, and deemed received,
as
provided for in the Purchase Agreement.
(c) Severability.
Whenever possible, each provision of this Pledge Agreement shall be interpreted
in a manner as to be effective and valid under applicable law, but if any
provision of this Pledge Agreement is prohibited
by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Pledge Agreement. This Pledge
Agreement is to be read, construed and applied together with the Purchase
Agreement and the Related Agreements which, taken together, set forth the
complete understanding and agreement of Purchaser and each Grantor with respect
to the matters referred to herein and therein.
(d) No
Waiver; Cumulative Remedies.
Neither
Purchaser nor any of the Grantors shall by any act, delay, omission or otherwise
be deemed to have waived any of its rights or remedies hereunder, and no waiver
shall be valid unless in writing, signed by the waiving party and then only
to
the extent set forth therein. A waiver by the Purchaser or any Grantors of
any
right or remedy hereunder on any one occasion shall not be construed as a bar
to
any right or remedy which the waiving party would otherwise have had on any
future occasion. No failure to exercise, nor any delay in exercising on the
part
of Purchaser or any of the Grantors, any right, power or privilege hereunder,
shall operate as a waiver thereof, nor shall any single or partial exercise
of
any right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise of any other right, power or privilege. The rights
and
remedies hereunder provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights and remedies provided by
law.
None of the terms or provisions of this Pledge Agreement may be waived, altered,
modified or amended except by an instrument in writing, duly executed by
Purchaser and each Grantor.
-5-
(e) Limitation
by Law.
All
rights, remedies and powers provided in this Pledge Agreement may be exercised
only to the extent that the exercise thereof does not violate any applicable
provision of law, and all the provisions of this Pledge Agreement are intended
to be subject to all applicable mandatory provisions of law that may be
controlling and to be limited to the extent necessary so that they shall not
render this Pledge Agreement invalid, unenforceable, in whole or in part,
or not
entitled to be recorded, registered or filed under the provisions of any
applicable law.
(f) Termination
of this Agreement.
Subject
to Section 10(a),
this
Pledge Agreement shall terminate upon the indefeasible payment and
performance in full in immediately available funds of all Obligations to
Purchaser.
(g) Successors
and Assigns.
This
Pledge Agreement and all obligations of each Grantor hereunder shall be binding
upon the successors and assigns of such Grantor (including any
debtor-in-possession on behalf of such Grantor) and shall, together with the
rights and remedies of Purchaser hereunder,
inure
to the benefit of Purchaser, all future holders of any instrument evidencing
any
of the Obligations to Purchaser and their respective successors and assigns.
No
sales of participations, other sales, assignments, transfers or other
dispositions of any agreement governing or instrument evidencing the Obligations
to Purchaser or any portion thereof or interest therein shall in any manner
affect the Lien granted to Purchaser hereunder. No Grantor may assign, sell,
hypothecate or otherwise transfer any interest in or obligation under this
Pledge Agreement.
(h) Counterparts.
This
Pledge Agreement may be executed in two or more counterparts and by facsimile,
each of which shall be deemed an original, but all of which together shall
constitute one instrument.
(i) Governing
Law.
THIS
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT REGARD TO THE CHOICE
OF
LAW OR CONFLICTS OF LAW PROVISIONS THEREOF).
(j) Jurisdiction,
Etc.
(i) Each
of
the parties hereby consents and agrees that all actions, suits or other
proceedings arising under or in connection with this Pledge Agreement shall
be
tried and litigated in state or federal courts located in Los Angeles,
California, which courts shall have exclusive jurisdiction to hear and determine
any and all claims, controversies and disputes arising out of or related to
this
Pledge Agreement. Notwithstanding the foregoing, nothing contained in this
Section shall preclude the Purchaser from bringing any action, suit or other
proceeding in the courts of any other location to enforce its rights
hereunder.
(ii) Each
of
the parties hereby (A) irrevocably submits to the jurisdiction of any such
court
and consents in advance to such jurisdiction in any action, suit or other
proceeding commenced in any such court, (B) waives any right it may have to
assert the doctrine of forum
non conveniens
or any
objection that such person may have based upon lack of personal jurisdiction
or
improper venue, and (C) consents to the granting of such legal or equitable
relief as is deemed appropriate by such court. Each of the parties hereby waives
personal service of the summons, complaint or other process issued in any such
action, suit or other proceeding and agrees that service of such summons,
complaint and other process may be made by registered or certified mail
addressed to such party at the address set forth in the Purchase Agreement
and
that service so made shall be deemed completed upon the earlier of such person's
actual receipt thereof or five (5) days after deposit in the United States
mail,
proper postage prepaid.
-6-
(iii) To
the
extent permitted under the applicable laws of any such jurisdiction, the
Guarantors hereby waive, in respect of any such action, suit or other
proceeding, the jurisdiction of any other court or courts that now or hereafter,
by reason of such person's present or future domicile, or otherwise, may be
available to it.
(k) Section
Titles.
The
Section titles contained in this Pledge Agreement are and shall be without
substantive
meaning
or content of any kind whatsoever and are not a part of the agreement between
the parties hereto.
(l) No
Strict Construction.
The
parties hereto have participated jointly in the negotiation and drafting of
this
Pledge Agreement. In the event an ambiguity or question of intent or
interpretation arises under any provision of this Pledge Agreement, this Pledge
Agreement shall be construed as if drafted jointly by the parties hereto, and
no
presumption or burden of proof shall arise favoring or disfavoring any party
by
virtue of the authorship of any of the provisions of this Pledge
Agreement.
(m) Entire
Agreement.
This
Pledge Agreement, together with the Purchase Agreement and the Related
Agreements, contain
the
entire agreement of the parties with respect to the subject matter hereof,
and
supersede all prior agreements, representation and warranties, written or oral,
with respect thereto.
(n) Advice
of Counsel.
Each of
the parties
represents to each other party hereto that it has discussed this Pledge
Agreement with its counsel.
(o) Benefit
of Purchaser.
All
Liens granted or contemplated hereby shall be for the benefit of Purchaser,
and
all proceeds or payments realized from Pledged Collateral in accordance herewith
(including, without limitation,
any
amounts on deposit in a Payment Account, as defined in that certain Security
Agreement dated as of even date herewith by and among the parties hereto) may
either, at the sole discretion of Purchaser, (i) be deposited into a
Payment Account or (ii) be applied to the Obligations to Purchaser in such
order as Purchaser may elect, in its sole discretion.
(p) Suretyship
Waivers and Consents.
(i) The
obligations of each Grantor are independent of the obligations of each other
Grantor. Each Grantor expressly waives any right to require Purchaser to proceed
against any other Grantor, to proceed against or exhaust any Pledged Collateral
or any other security for the Obligations to Purchaser or to pursue any remedy
Purchaser may have at any time. Each Grantor agrees that Purchaser may proceed
against any one or more Grantor and/or the Pledged Collateral in such order
and
manner as Purchaser shall determine in its sole and absolute discretion. A
separate action or actions may be brought and prosecuted against any one or
more
Grantor whether an action is brought or prosecuted against any other Grantor
or
with respect to any Pledged Collateral or whether any other
person
shall be joined in any such action or actions. Each Grantor expressly waives
the
benefit of any statute of limitations affecting its liability under this Pledge
Agreement or the enforcement of the Obligations to Purchaser or any rights
of
Purchaser created or granted under this Pledge Agreement or the Purchase
Agreement. Purchaser's rights hereunder shall be reinstated and revived, and
the
obligations and liability of each Grantor hereunder shall continue, with respect
to any amount at any time paid on account of the Obligations to Purchaser which
thereafter shall be required to be restored or returned by Purchaser upon the
bankruptcy, insolvency or reorganization of any Grantor, or otherwise, all
as
though such amount had not been paid.
-7-
(ii) Each
Grantor expressly waives any and all suretyship defenses now or hereafter
arising or asserted, including (A) any disability or other defense of any
other Grantor or with respect to the Obligations to Purchaser; (B) the
cessation for any cause whatsoever of liability of any of the other Grantor
and
(C) any act or omission of Purchaser or others that directly
or
indirectly results in or aids the discharge or release of any other Grantor
or
the Obligations to Purchaser or any Pledged Collateral or any guaranty therefor
by operation of law or otherwise. Without limiting the generality of any other
waiver or other provision set forth in this Agreement, each Grantor hereby
waives, to the maximum extent such waiver is permitted by law, any and all
benefits, defenses to payment or performance, or any right to partial or
complete exoneration arising directly or indirectly under any one or more of
California Civil Code Sections 2787 to 2855 inclusive, and all successor
sections.
(iii) Each
Grantor agrees that any amounts received by Purchaser from whatever source
on
account of the Obligations to Purchaser may be applied by Purchaser toward
the
payment of such of the Obligations to Purchaser and in such order of application
as Purchaser may from time to time elect; and notwithstanding any payments
made
by any Grantor, and, until Purchaser shall have been fully and finally paid,
such Grantor shall have no right of subrogation, reimbursement, exoneration,
indemnity, contribution or any other rights that would result in such Grantor
being deemed a creditor of any other Grantor under the federal Bankruptcy Code
or any other law or for any other purpose and such Grantor hereby irrevocably
waives all such rights, the right to assert any such rights and any right to
enforce any remedy which Purchaser now or may hereafter have against any Grantor
and hereby waives any benefit of and any right to participate in, any security
now or hereafter held by Purchaser, whether any of the foregoing rights arise
in
equity, at law or by contract.
(iv) Each
Grantor represents and warrants to Purchaser that it has established adequate
means of obtaining from each other Grantor and their affiliates, on a continuing
basis, financial and other information pertaining to the businesses, operations
and condition (financial and otherwise) of each other Grantor, their affiliates
and their properties, and each Grantor now is and hereafter will be completely
familiar with the businesses, operations and condition (financial and otherwise)
of each other Grantor, their affiliates and their
properties. Each Grantor hereby expressly waives and relinquishes any duty
on
the part of Purchaser (should any such duty exist) to disclose to any Grantor
any matter, fact or thing related to the businesses, operations or condition
(financial or otherwise) of each Grantor, their affiliates or their properties,
whether now known or hereafter known by Purchaser.
-8-
(v) Each
Grantor represents and warrants that each of the waivers set forth herein are
made with each Grantor's full knowledge of their significance and consequences,
and that under the circumstances the waivers are reasonable and not contrary
to
public policy or law. If any of said waivers are determined to be contrary
to
any applicable law or public policy, such waivers shall be effective only to
the
maximum extent permitted by law.
[Signature
Page Follows]
-9-
EXHIBIT
10.6
IN
WITNESS WHEREOF,
each of
the parties hereto has caused this Pledge Agreement to be executed and delivered
by its duly authorized officer as of the day and year first above
written.
|
"Grantors"
|
|
|
GFN AUSTRALASIA FINANCE PTY LTD
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
"Purchaser"
|
|
|
BISON CAPITAL EQUITY PARTNERS II, L.P.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Signature
Page to Stock
Pledge
Agreement
EXHIBIT
10.6
SCHEDULE
1
to
SHARES
|
Grantor
|
Certificate
No.
|
Certificate
Date
|
Registered Holder
|
|||||||
|
GFN
Australasia Finance Pty
Limited
will pledge the shares
of
RWA Holdings Pty Limited,
its
subsidiary
|
GFN
Australasia Finance Pty Limited
|
|||||||||
EXHIBIT
10.6
SCHEDULE
2
to
NAME;
TYPE OF ENTITY; ORGANIZATIONAL IDENTIFICATION NO.; JURISDICTION OF INCORPORATION
OR ORGANIZATION
|
Name
|
|
Type
of Entity
|
|
Organizational
Identification
Number
(if
any)
|
|
State
of Organization
or
Incorporation
|
|
|||
EXHIBIT
10.6
EXHIBIT
A
ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR
VALUE
RECEIVED, the undersigned hereby assigns and transfers unto Bison Capital Equity
Partners II, L.P., a Delaware limited partnership (the "Limited
Partnership"),
[______________]
(______)
shares of stock of [________________________________],
standing in the undersigned's name on the books of said corporation represented
by Certificate No. [________],
and
does hereby irrevocably constitute and appoint Bison Capital Equity Partners
II,
L.P. to transfer the stock on the books of the corporation with full power
of
substitution in the premises.
Dated:
[________________________]
|
[
_____________________________________________________]
|
|
|
[
_____________________________________________________ ]
|
|
|
[Printed
name and title]
|
