STOCK PLEDGE AGREEMENT
This
Stock Pledge Agreement (this “Agreement”), dated as
of March 12, 2009, by and between Fortify Infrastructure Services, Inc., a
Delaware corporation, Ltd. (the “Secured Party”), and
NetFabric Holdings, Inc., a Delaware corporation (the “Company” or the
“Pledgor”).
BACKGROUND
Secured
Party has (i) purchased a Secured Promissory Note of even date herewith (the
“Note”) from
NetFabric Technologies, Inc. d/b/a UCA Services, Inc., a New Jersey corporation
and a wholly-owned subsidiary of Pledgor (“UCA”) pursuant to
which UCA is borrowing $5,000,000.00 from Secured Party in accordance with the
terms and conditions set forth in the Note and the Convertible Note Purchase
Agreement of even date herewith (the “Note Purchase
Agreement”), and (ii) agreed to extend a credit facility to UCA in an
amount not to exceed $1,000,000.00 from which UCA may draw upon for working
capital purposes pursuant to the terms and conditions set forth in the Credit
Agreement of even date herewith (the “Credit
Agreement”). In addition to Pledgor’s obligation under this
Agreement, Pledgor has guaranteed the obligations of UCA under each of the Note,
the Note Purchase Agreement and the Credit Agreement (collectively, the “Guarantees”) on the
terms set forth therein and herein and as set forth in that certain Security
Agreement of even date herewith (the “Security
Agreement”).
In
connection with the Note, the Note Purchase Agreement and the Credit Agreement,
Pledgor and the Secured Party have entered into an Option Agreement of even date
herewith (the “Option
Agreement”) pursuant to which Pledgor has granted to Secured Party the
option to purchase all of the equity securities of UCA currently owned or
hereafter acquired by Pledgor on the terms and conditions set forth
therein. The Note, the Note Purchase Agreement, the Credit Agreement,
the Security Agreement, the Option Agreement and this Agreement are referred to
herein as the “Transaction
Agreements.”
The
parties intend that Pledgor’s obligations under the Transaction Agreements,
including Pledgor’s guarantee of UCA’s obligations thereunder, be secured by a
pledge of all of the equity securities of UCA currently owned or hereafter
acquired by Pledgor on the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties,
intending to be legally bound, hereto agree as follows:
1. Pledge and Grant of Security
Interest. To secure the full and timely performance of all of
obligations and liabilities to the Secured Party pursuant to the Transaction
Agreements (including, without limitation, UCA’s obligation to timely pay the
principal amount of, and interest on, the Note and amounts drawn pursuant to the
Credit Agreement) (the “Obligations”) the
Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security
interest to Secured Party in all of the following (the “Collateral”):
(a) the
shares of stock set forth on Schedule A annexed
hereto and expressly made a part hereof (together with any additional shares of
stock or other equity interests acquired by the Pledgor, the “Pledged Stock”), the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;
(b) all
additional shares of stock of UCA from time to time acquired by any Pledgor in
any manner, including, without limitation, stock dividends or a distribution in
connection with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and
(c) all
options and rights, whether as an addition to, in substitution of or in exchange
for any shares of any Pledged Stock and all dividends, cash, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all such options and
rights.
2. Delivery of
Collateral. All certificates representing or evidencing the
Pledged Stock shall be delivered to and held by or on behalf of Secured Party
together with an Assignment Separate from Certificate in the form attached to
this Agreement as Schedule B executed
by Pledgor. Pledgor hereby authorizes UCA upon demand by the Secured
Party to deliver any certificates, instruments or other distributions issued in
connection with the Collateral directly to the Secured Party, in each case to be
held by the Secured Party, subject to the terms hereof. Upon the
occurrence and during the continuance of an Event of Default (as defined below),
the Secured Party shall have the right, during such time in its discretion and
without notice to the Pledgor, to transfer to or to register in the name of the
Secured Party or any of its nominees any or all of the Pledged
Stock. In addition, the Secured Party shall have the right at such
time to exchange certificates or instruments representing or evidencing Pledged
Stock for certificates or instruments of smaller or larger
denominations.
3. Representations and
Warranties of Pledgor. Pledgor represents and warrants to the
Secured Party (which representations and warranties shall be deemed to continue
to be made until all of the Obligations have been satisfied in full)
that:
(a) the
execution, delivery and performance by Pledgor of this Agreement and the pledge
of the Collateral hereunder do not and will not result in any violation of any
agreement, indenture, instrument, license, judgment, decree, order, law,
statute, ordinance or other governmental rule or regulation applicable to
Pledgor;
(b) this
Agreement constitutes the legal, valid, and binding obligation of Pledgor
enforceable against Pledgor in accordance with its terms;
(c) all
Pledged Stock owned by Pledgor is set forth on Schedule A hereto and
Pledgor is the direct and beneficial owner of each share of the Pledged
Stock;
(d) all
of the shares of the Pledged Stock have been duly authorized, validly issued and
are fully paid and nonassessable;
(e) no
consent or approval of any person, corporation, governmental body, regulatory
authority or other entity, is or will be necessary for (i) the execution,
delivery and performance of this Agreement, (ii) the exercise by the Secured
Party of any rights with respect to the Collateral or (iii) the pledge and
assignment of, and the grant of a security interest in, the Collateral
hereunder;
(f)
there are no pending or, to the best of Pledgor’s knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral;
(g) Pledgor
has the requisite power and authority to enter into this Agreement and to pledge
and assign the Collateral to the Secured Party in accordance with the terms of
this Agreement;
(h) Pledgor
owns each item of the Collateral and, except for the pledge and security
interest granted to Secured Party hereunder, the Collateral shall be,
immediately following the closing of the transactions contemplated by the
Transaction Agreements, free and clear of any other security interest, mortgage,
pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance
whatsoever and are not subject to preemptive rights or rights of first refusal
created by statute, the Certificate of Incorporation or Bylaws of UCA or any
agreement to which UCA is a party or by which it is bound (collectively, “Liens”);
(i)
there are no restrictions on transfer of the Pledged
Stock contained in the Certificate of Incorporation or Bylaws (or equivalent
organizational documents) of UCA or otherwise which have not otherwise been
enforceably and legally waived by the necessary parties;
(j)
none of the Pledged Stock has been issued or
transferred in violation of the securities registration, securities disclosure
or similar laws of any jurisdiction to which such issuance or transfer may be
subject;
(k) the
pledge and assignment of the Collateral and the grant of a security interest
under this Agreement vest in the Secured Party all rights of Pledgor in the
Collateral as contemplated by this Agreement; and
(l)
the Pledged Stock constitutes one hundred percent (100%)
of the issued and outstanding shares of capital stock of UCA. Other
than the transactions contemplated by the Transaction Agreement, there are no
other outstanding shares of capital stock or voting securities and no
outstanding commitments to issue any shares of capital stock or voting
securities of UCA. All outstanding shares of UCA’s Common Stock were
issued in compliance with all applicable federal and state securities
laws. There are no options, warrants, calls, rights, commitments,
agreements or arrangements of any character to which UCA is a party or by which
UCA is bound relating to the issued or unissued capital stock of UCA or
obligating UCA to issue, deliver, sell, repurchase or redeem, or cause to be
issued, delivered, sold, repurchased or redeemed, any shares of capital stock of
UCA or obligating UCA to grant, extend, accelerate the vesting of, change the
price of, or otherwise amend or enter into any such option, warrant, call,
right, commitment or agreement. There are no contracts, commitments
or agreements relating to voting, purchase or sale of UCA’s capital stock (i)
between or among UCA and any of its stockholders and (ii) between or among any
of UCA’s stockholders.
4. Covenants. Pledgor
covenants that, until the Obligations shall be indefeasibly satisfied in
full:
(a) Pledgor
will not sell, assign, transfer, convey, or otherwise dispose of its rights in
or to the Collateral or any interest therein; nor will Pledgor create, incur or
permit to exist any Lien whatsoever with respect to any of the Collateral or the
proceeds thereof other than that created hereby.
(b) Pledgor
will, at its expense, defend Secured Party’s right, title and security interest
in and to the Collateral against the claims of any other party.
(c) Pledgor
shall at any time, and from time to time, upon the written request of Secured
Party, execute and deliver such further documents and do such further acts and
things as Secured Party may reasonably request in order to effectuate the
purposes of this Agreement including, but without limitation, delivering to
Secured Party, upon the occurrence of an Event of Default, irrevocable proxies
in respect of the Collateral in form satisfactory to Secured
Party. Until receipt thereof, upon an Event of Default that has
occurred, this Agreement shall constitute Pledgor’s proxy to Secured Party or
its nominee to vote all shares of Collateral then registered in each Pledgor’s
name.
(d) Pledgor
will not consent to or approve the issuance of (i) any additional shares of any
class of capital stock or other equity interests of UCA; or (ii) any securities
convertible either voluntarily by the holder thereof or automatically upon the
occurrence or nonoccurrence of any event or condition into, or any securities
exchangeable for, any such shares, unless, in either case, such shares are
pledged as Collateral pursuant to this Agreement.
5. Voting Rights and
Dividends. In addition to the Secured Party’s rights and
remedies set forth in Section 8 hereof, in case an Event of Default shall have
occurred and be continuing, the Secured Party shall (i) be entitled to vote the
Collateral, (ii) be entitled to give consents, waivers and ratifications in
respect of the Collateral (Pledgor hereby irrevocably constituting and
appointing the Secured Party, with full power of substitution, the proxy and
attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to collect
and receive for its own use dividends paid on the Collateral. Pledgor
shall not be permitted to exercise or refrain from exercising any voting rights
or other powers if, in the reasonable judgment of the Secured Party, such action
would have a material adverse effect on the value of the Collateral or any part
thereof; and, provided, further, that each
Pledgor shall give at least five (5) days’ written notice of the manner in which
such Pledgor intends to exercise, or the reasons for refraining from exercising,
any voting rights or other powers other than with respect to any election of
directors and voting with respect to any incidental
matters. Following the occurrence of an Event of Default, all
dividends and all other distributions in respect of any of the Collateral, shall
be delivered to the Secured Party to hold as Collateral and shall, if received
by any Pledgor, be received in trust for the benefit of the Secured Party, be
segregated from the other property or funds of any other Pledgor, and be
forthwith delivered to the Secured Party as Collateral in the same form as so
received (with any necessary endorsement).
6. Event of
Default. An “Event of Default” under this Agreement shall
occur upon the happening of any of the following events:
(a) UCA
or Pledgor shall have failed to pay as and when due any principal or interest
under the Note or the Credit Agreement;
(b) An
“Event of Default” under any Transaction Agreement or any agreement or note
related to any Document shall have occurred and be continuing (including any
breach of any representation or warranty in any Transaction
Agreement);
(c) Any
breach of any representation or warranty of Pledgor or UCA made herein, in any
Transaction Agreement or in any agreement, statement or certificate given in
writing pursuant hereto or thereto or in connection herewith or
therewith;
(d) Any
portion of the Collateral is subjected to a levy of execution, attachment,
distraint or other judicial process or any portion of the Collateral is the
subject of a claim (other than by the Secured Party) of a Lien or other right or
interest in or to the Collateral and such levy or claim shall not be cured,
disputed or stayed within a period of fifteen (15) business days after the
occurrence thereof; or
(e) Pledgor
shall (i) apply for, consent to, or suffer to exist the appointment of, or the
taking of possession by, a receiver, custodian, trustee, liquidator or other
fiduciary of itself or of all or a substantial part of its property, (ii) make a
general assignment for the benefit of creditors, (iii) commence a voluntary case
under any state or federal bankruptcy laws (as now or hereafter in effect), (iv)
be adjudicated as bankrupt or insolvent, (v) file a petition seeking to take
advantage of any other law providing for the relief of debtors, (vi) acquiesce
to, or fail to have dismissed, within thirty (30) days, any petition filed
against it in any involuntary case under such bankruptcy laws, or (vii) take any
action for the purpose of effecting any of the foregoing.
7. Remedies. In
case an Event of Default shall have occurred and is continuing, the Secured
Party may:
(a) Transfer
any or all of the Collateral into its name, or into the name of its nominee or
nominees;
(b) Exercise
all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Collateral as if
it were the absolute owner thereof, including, but without limitation, the right
to exchange, at its discretion, any or all of the Collateral upon the merger,
consolidation, reorganization, recapitalization or other readjustment of UCA
thereof, or upon the exercise by UCA of any right, privilege or option
pertaining to any of the Collateral, and, in connection therewith, to deposit
and deliver any and all of the Collateral with any committee, depository,
transfer agent, registrar or other designated agent upon such terms and
conditions as it may determine, all without liability except to account for
property actually received by it; and
(c) Subject
to any requirement of applicable law, sell, assign and deliver the whole or,
from time to time, any part of the Collateral at the time held by the Secured
Party, at any private sale or at public auction, with or without demand,
advertisement or notice of the time or place of sale or adjournment thereof or
otherwise (all of which are hereby waived, except such notice as is required by
applicable law and cannot be waived), for cash or credit or for other property
for immediate or future delivery, and for such price or prices and on such terms
as the Secured Party in its sole discretion may determine, or as may be required
by applicable law.
Pledgor
hereby waives and releases any and all right or equity of redemption, whether
before or after sale hereunder. At any such sale, unless prohibited
by applicable law, the Secured Party may bid for and purchase the whole or any
part of the Collateral so sold free from any such right or equity of
redemption. All moneys received by the Secured Party hereunder,
whether upon sale of the Collateral or any part thereof or otherwise, shall be
held by the Secured Party and applied by it as provided in Section 9
hereof. No failure or delay on the part of the Secured Party in
exercising any rights hereunder shall operate as a waiver of any such rights nor
shall any single or partial exercise of any such rights preclude any other or
future exercise thereof or the exercise of any other rights
hereunder. The Secured Party shall have no duty as to the collection
or protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Secured
Party may exercise its rights with respect to property held hereunder without
resort to other security for or sources of reimbursement for the
Obligations. In addition to the foregoing, Secured Party shall have
all of the rights, remedies and privileges of a secured party under the New
Jersey Uniform Commercial Code (the “UCC”) regardless of the jurisdiction in
which enforcement hereof is sought.
8. Private
Sale. Pledgor recognizes that the Secured Party may be unable
to effect (or to do so only after delay which would adversely affect the value
that might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act of
1933, as amended (the “Securities Act”), and
may be compelled to resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to acquire such
Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Pledgor agrees that any such private
sale may be at prices and on terms less favorable to the seller than if sold at
public sales and that such private sales shall be deemed to have been made in a
commercially reasonable manner. Pledgor agrees that the Secured Party
has no obligation to delay sale of any Collateral for the period of time
necessary to permit UCA to register the Collateral for public sale under the
Securities Act.
9. Proceeds of
Sale. The proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied by the
Secured Party as follows:
(a) First,
to the payment of all costs, reasonable expenses and charges of the Secured
Party and to the reimbursement of the Secured Party for the prior payment of
such costs, reasonable expenses and charges incurred in connection with the care
and safekeeping of the Collateral (including, without limitation, the reasonable
expenses of any sale or any other disposition of any of the Collateral),
attorneys’ fees and reasonable expenses, court costs, any other fees or expenses
incurred or expenditures or advances made by Secured Party in the protection,
enforcement or exercise of its rights, powers or remedies
hereunder;
(b) Second,
to the satisfaction of the Obligations, in whole or in part, in such order as
the Secured Party may elect, whether or not such Obligations is then
due;
(c) Third,
to such persons, firms, corporations or other entities as required by applicable
law including; and
(d) Fourth,
to the extent of any surplus to Pledgor or as a court of competent jurisdiction
may direct.
In the event that the proceeds of any
collection, recovery, receipt, appropriation, realization or sale are
insufficient to satisfy the Obligations, Pledgor shall be liable for the
deficiency plus the costs and fees of any attorneys employed by Secured Party to
collect such deficiency.
10. Waiver of
Marshaling. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.
11. No
Waiver. Any and all of the Secured Party’s rights with respect
to the Liens granted under this Agreement shall continue unimpaired, and Pledgor
shall be and remain obligated in accordance with the terms hereof,
notwithstanding (a) the bankruptcy, insolvency or reorganization of Pledgor, (b)
the release or substitution of any item of the Collateral at any time, or of any
rights or interests therein, or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by the Secured Party in reference to any
of the Obligations. Pledgor hereby waives all notice of any such
delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consents to be bound hereby as fully and effectively as
if Pledgor had expressly agreed thereto in advance. No delay or
extension of time by the Secured Party in exercising any power of sale, option
or other right or remedy hereunder, and no failure by the Secured Party to give
notice or make demand, shall constitute a waiver thereof, or limit, impair or
prejudice the Secured Party’s right to take any action against Pledgor or to
exercise any other power of sale, option or any other right or
remedy.
12. Expenses. The
Collateral shall secure, and Pledgor shall pay to Secured Party on demand, from
time to time, all reasonable costs and expenses, (including but not limited to,
reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing
and other charges) of, or incidental to, the custody, care, transfer,
administration of the Collateral or any other collateral, or in any way relating
to the enforcement, protection or preservation of the rights or remedies of the
Secured Party under this Agreement or with respect to any of the
Obligations.
13. The Secured Party Appointed
Attorney-In-Fact and Performance by the Secured Party. Upon
the occurrence of an Event of Default, Pledgor hereby irrevocably constitutes
and appoints the Secured Party as Pledgor’s true and lawful attorney-in-fact,
with full power of substitution, to execute, acknowledge and deliver any
instruments and to do in Pledgor’s name, place and stead, all such acts, things
and deeds for and on behalf of and in the name of Pledgor, which Pledgor could
or might do or which the Secured Party may deem necessary, desirable or
convenient to accomplish the purposes of this Agreement, including, without
limitation, to execute such instruments of assignment or transfer or orders and
to register, convey or otherwise transfer title to the Collateral into the
Secured Party’s name. Pledgor hereby ratifies and confirms all that
said attorney-in-fact may so do and hereby declares this power of attorney to be
coupled with an interest and irrevocable. If Pledgor fails to perform
any agreement herein contained, the Secured Party may itself perform or cause
performance thereof, and any costs and expenses of the Secured Party incurred in
connection therewith shall be paid by the Pledgor as provided in Section 9
hereof.
14. Recapture. Notwithstanding
anything to the contrary in this Agreement, if the Secured Party receives any
payment or payments on account of the Obligations, which payment or payments or
any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver, or
any other party under the United States Bankruptcy Code, as amended, or any
other federal or state bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors’ rights generally, common
law or equitable doctrine, then to the extent of any sum not finally retained by
the Secured Party, Pledgor’s obligations to the Secured Party shall be
reinstated and this Agreement shall remain in full force and effect (or be
reinstated) until payment shall have been made to Secured Party, which payment
shall be due on demand.
15. Captions. All
captions in this Agreement are included herein for convenience of reference only
and shall not constitute part of this Agreement for any other
purpose.
16. Miscellaneous.
(a) This
Agreement constitutes the entire and final agreement among the parties with
respect to the subject matter hereof and may not be changed, terminated or
otherwise varied except by a writing duly executed by the parties
hereto.
(b) No
waiver of any term or condition of this Agreement, whether by delay, omission or
otherwise, shall be effective unless in writing and signed by the party sought
to be charged, and then such waiver shall be effective only in the specific
instance and for the purpose for which given.
(c) In
the event that any provision of this Agreement or the application thereof to
Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform to
such statute, regulation or rule of law, and the remainder of this Agreement and
the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall same affect
the validity or enforceability of any other provision of this
Agreement.
(d) This
Agreement shall be binding upon Pledgor, and Pledgor’s successors and assigns,
and shall inure to the benefit of the Secured Party and its successors and
assigns.
(e) Any
notice required or permitted by this Agreement shall be in writing and shall be
deemed sufficient upon receipt, when delivered personally or by courier,
overnight delivery service or confirmed facsimile, or forty-eight (48) hours
after being deposited in the U.S. mail as certified or registered mail with
postage prepaid, if such notice is addressed to the party to be notified at such
party’s address or facsimile number as set forth below or as
subsequently modified by written notice.
(f) THIS
AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
(g) Any
term of this Agreement may be amended with the written consent of the parties or
their respective successors and assigns. Any amendment or waiver
effected in accordance with this Section 16(g) shall be binding upon the
parties and their respective successors and assigns.
(h) This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute one and
the same agreement. Any signature delivered by a party by facsimile
transmission shall be deemed an original signature hereto.
[SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and
year first written above.
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PLEDGOR:
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By:
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/s/
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Xxxxx
Xxxx, CEO
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Address:
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000
Xxxxxx Xxxx Xxxx
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Xxxxxxxxxx,
XX 00000
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Facsimile
Number: 000-000-0000
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SECURED
PARTY:
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Fortify
Infrastructure Services, Inc.
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By:
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/s/
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Name:
Xxxxxxxx Xxxxxxxxxx
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Address:
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0000
Xxxxx Xxxxxx, Xxxxx X
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Xxxxx
Xxxxx, XX 00000
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Facsimile
Number: 000-000-0000
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SIGNATURE
PAGE TO PLEDGE AGREEMENT
SCHEDULE A to the Stock
Pledge Agreement
Pledged
Stock
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Pledgor
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Issuer
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Class of
Stock
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Stock
Certificate
Number
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Par Value
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Number
of
Shares
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% of
outstanding
Shares
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||||||||||
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UCA
Services, Inc.
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Common
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None
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3,000,000 | 100 | ||||||||||||
SCHEDULE A to the Stock
Pledge Agreement
Assignment Separate from
Certificate
ASSIGNMENT SEPARATE FROM
CERTIFICATE
FOR VALUE
RECEIVED and pursuant to that certain Pledge Agreement between the undersigned
(“Pledgor”) and
Fortify Infrastructure Services, Inc. (the “Secured Party”) dated
February __, 2009 (the “Agreement”), Pledgor
hereby sells, assigns and transfers unto the Secured Party
_________________________________ (________) shares of the Common Stock of UCA
Services Inc., d/b/a NetFabric Technologies, Inc. (“UCA”), standing in Pledgor’s
name on the books of UCA and represented by Certificate No. ____, and does
hereby irrevocably constitute and appoint
________________________________________________ to transfer said stock on the
books of the Company with full power of substitution in the
premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE
AGREEMENT.
Dated:
____________
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By:
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Name:
Xxxxx Xxxx
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Title:
CEO
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Instruction: Please
do not fill in any blanks other than the signature line(s). The
purpose of this assignment is to perfect the security interest of the Company
pursuant to the Agreement.
