OI PLEDGE AGREEMENT
This OI Pledge Agreement, dated as of February 21, 1997 (as amended,
supplemented or otherwise modified from time to time, this "Pledge Agreement")
made by OUTSOURCE INTERNATIONAL, INC., a Florida corporation (the "Pledgor"), in
favor of BANK OF BOSTON CONNECTICUT, as agent (in such capacity, the "Agent")
for the benefit of the Agent and the ratable benefit of the Banks which are from
time to time parties to the Credit Agreement dated of even date herewith (as
amended, supplemented, restated or otherwise modified from time to time, the
"Credit Agreement") among the Pledgor, the Agent and the Banks;
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Banks have severally
agreed to extend credit to the Pledgor upon the terms and subject to the
conditions set forth therein;
WHEREAS, the Pledgor is the legal and beneficial owner of the shares of
Pledged Stock (as hereinafter defined) issued by each of the Pledgor's
Subsidiaries listed on Schedule A hereto (individually, an "Issuer";
collectively the "Issuers"); and
WHEREAS, it is a condition precedent to the obligation of the Banks to
make their respective extensions of credit to the Pledgor under the Credit
Agreement that the Pledgor shall have executed and delivered this Pledge
Agreement to the Agent for the benefit of the Agent and the ratable benefit of
the Banks;
NOW, THEREFORE, in consideration of the premises and to induce the
Agent and the Banks to enter into the Credit Agreement and to induce the Agent
and the Banks to make their respective extensions of credit and the Issuing Bank
to issue certain Letters of Credit under the Credit Agreement, the Pledgor
hereby agrees with the Agent, for the benefit of the Agent and the ratable
benefit of the Banks, as follows:
Section 1. INTERPRETATION OF THIS AGREEMENT.
(a) CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms have the respective meanings set forth below or set forth in the
Section hereof following such term:
"AGENT" as defined in the introductory paragraph hereof.
"BANKS" as defined in the Credit Agreement.
"CODE" means the Uniform Commercial Code from time to time in
effect in the State of Connecticut.
"COLLATERAL" means the Pledged Stock and all Proceeds.
"CREDIT AGREEMENT" as defined in the introductory paragraph
hereof.
"ISSUER(S)" as defined in the second recital paragraph.
"OBLIGATIONS" means, at any time, all obligations and
undertakings of the Pledgor under and in respect of the Credit Agreement,
including, without limitation, the Pledgor's obligations and undertakings with
respect to the payment of the principal of, and interest on, each Revolving
Credit Note, all of the Pledgor's Reimbursement Obligations, any and all Related
Expenses incurred by the Agent and all other amounts payable, and all other
indebtedness owed, by the Pledgor under each of the Loan Documents.
"OI SECURITY AGREEMENT" means the OI Security Agreement dated
of even date herewith made by Pledgor in favor of Bank of Boston Connecticut, as
the Agent for the benefit of the Agent and the ratable benefit of the Banks that
from time to time are parties to the Credit Agreement, as the same may hereafter
be amended, modified, supplemented or restated from time to time.
"PLEDGE AGREEMENT" as defined in the introductory paragraph
hereof.
"PLEDGED STOCK" means the shares of capital stock of each
Issuer listed on Schedule A hereto, together with all shares, stock
certificates, options, warrants, offers or rights of any nature whatsoever that
may be issued or granted by each Issuer to the Pledgor while this Pledge
Agreement is in effect.
"PROCEEDS" means all proceeds as such term is defined in
Section 9-306 of the Code on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged Stock,
collections thereon or distributions with respect thereto.
"RELATED EXPENSES" as defined in the OI Security Agreement.
(b) RULES FOR INTERPRETING UNDEFINED TERMS. All capitalized
terms used in this Pledge Agreement and not otherwise defined herein shall have
the respective meanings ascribed thereto in the Credit Agreement. All
capitalized terms used in this Pledge Agreement and not defined herein or in the
Credit Agreement but that are defined in the Code shall have the respective
meanings assigned to such terms in the Code.
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(c) HEADINGS, ETC. The titles of the Sections appear as a
matter of convenience only, do not constitute an operative part of this Pledge
Agreement and shall not affect the construction hereof. Each covenant contained
herein shall be construed (absent an express contrary provision herein) as being
independent of each other covenant contained herein, and compliance with any one
covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with one or more other covenants.
(d) DIRECTLY OR INDIRECTLY. Where any provision in this Pledge
Agreement requires or prohibits certain actions by Persons, such provision shall
be applicable regardless of whether such action is taken directly or indirectly
by such Person.
(e) RULES OF CONSTRUCTION. The words "herein," "hereof,"
"hereto" and "hereunder" and other words of similar import refer to this Pledge
Agreement as a whole and not to any particular section, subsection or clause
contained in this Pledge Agreement unless the context requires otherwise.
Whenever from the context it appears appropriate, each term stated in either the
singular or the plural includes the singular and the plural, and pronouns stated
in the masculine, feminine or neuter gender include the masculine, feminine and
the neuter. The word "including" shall mean "including, without limitation."
Unless otherwise specified herein, any reference in this Pledge Agreement to an
existing document, agreement or instrument means such document, agreement or
instrument as it may have been amended, modified, supplemented or restated from
time to time.
(F) GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL CONNECTICUT
LAW.
Section 2. PLEDGE; GRANT OF SECURITY INTEREST. The Pledgor hereby
unconditionally and irrevocably pledges, assigns and delivers to the Agent, for
the benefit of the Agent and the ratable benefit of the Banks, all the Pledged
Stock issued and outstanding on the date hereof and hereby unconditionally and
irrevocably grants to Agent, for the benefit of the Agent and the ratable
benefit of the Banks, a first security interest in and Lien upon the Collateral,
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations,
Section 3. STOCK POWERS. Concurrently with the delivery to the Agent of
each certificate representing one or more shares of Pledged Stock, the Pledgor
shall deliver an undated stock power covering such certificate, duly executed in
blank by the Pledgor with, if the Agent so requests, signature guaranteed.
Section 4. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and
warrants to the Agent and the Banks that:
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(a) the shares of Pledged Stock listed on Schedule A
constitute all the issued and outstanding shares of all classes of the capital
stock of each Issuer;
(b) all the shares of the Pledged Stock have been duly and
validly authorized and issued and are fully paid and nonassessable and the
certificates evidencing such shares are in proper form;
(c) the Pledgor is the record and beneficial owner of, and has
good and marketable title to, the Pledged Stock, free of any and all liens or
options in favor of, or claims of, any other Person, except the Lien created by
this Pledge Agreement;
(d) there are no restrictions upon the voting rights or
transferability of the Pledged Stock and the Pledgor has all requisite power and
authority to execute and deliver this Agreement and to grant the Liens granted
hereby; and
(e) upon delivery to the Agent of the Pledged Stock, the Lien
granted pursuant to this Pledge Agreement will constitute a valid, perfected
first-priority Lien on the Collateral, enforceable as such against all present
and future creditors of the Pledgor and any Persons purporting to purchase any
Collateral (or any interest therein) from the Pledgor.
The Pledgor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Pledgor in a true and correct manner in all
material respects on each date of each extension of credit to the Pledgor.
Section 5. COVENANTS. The Pledgor covenants and agrees with the Agent
and the Banks that, from and after the date of this Pledge Agreement until the
Obligations are paid in full and the Commitments are terminated:
(a) If the Pledgor shall, as a result of its ownership of the
Pledged Stock, become entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a stock dividend or
a distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization or
recapitalization of any Issuer), option or rights, whether in addition to, in
substitution of, as a conversion of, or in exchange for any of the Pledged
Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the
agent of the Agent and the Banks, hold the same in trust for the Agent and the
Banks and deliver the same forthwith to the Agent in the exact form received,
duly indorsed by the Pledgor to the Agent, if required, together with an undated
stock power covering such certificate duly executed in blank by the Pledgor and
with, if the Agent so requests in writing, signature guaranteed, to be held by
the Agent, subject to the terms hereof, as additional collateral security for
the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of any Issuer shall be paid over to the Agent to be
held by it hereunder as additional collateral security for the Obligations, and
in case any distribution of capital shall be
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made on or in respect of the Collateral or any property shall be distributed
upon or with respect to the Collateral pursuant to the recapitalization or
reclassification of the capital of any Issuer or pursuant to the reorganization
thereof, the property so distributed shall be delivered to the Agent to be held
by it hereunder as additional collateral security for the Obligations. If any
sums of money or property so paid or distributed in respect of the Pledged Stock
shall be received by the Pledgor, the Pledgor shall, until such money or
property is paid or delivered to the Agent, hold such money or property in trust
for the Banks, segregated from other funds of the Pledgor, as additional
collateral security for the Obligations. Notwithstanding the foregoing, the
merger of OutSource International, Inc., an Illinois corporation and a wholly
owned Subsidiary of the Pledgor, into OutSource International of America, Inc.,
a Florida corporation and a wholly owned Subsidiary of the Pledgor, contemplated
to occur on or before the Closing Date, shall not trigger the application of
this Section 5.1(a), insofar as this Section 5.1(a) requires that any sums paid
upon or in respect of the Pledged Stock upon the liquidation or dissolution of
any Issuer shall be paid over to the Agent to be held by it hereunder as
additional collateral security for the Obligations.
(b) Without the prior written consent of the Agent, the
Pledgor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any stock or other equity securities of any nature or to issue
any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of such Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Collateral, or (iii) create, incur or permit to
exist any Lien or option in favor of, or any claim of any Person with respect
to, any of the Collateral, or any interest therein, except for the Lien provided
by this Pledge Agreement. The Pledgor will defend the right, title and interest
of the Agent and the Banks in and to the Collateral against the claims and
demands of all Persons whomsoever.
(c) At any time and from time to time, upon the written
request of the Agent, and at the sole expense of the Pledgor, the Pledgor will
promptly and duly execute and deliver such further instruments and documents and
take such further actions as the Agent may reasonably request for the purposes
of obtaining or preserving the full benefits of this Pledge Agreement and of the
rights and powers herein granted. If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any promissory note,
other instrument or chattel paper, such note, instrument or chattel paper (in
each case, as defined in the Code) shall be immediately delivered to the Agent,
duly endorsed in a manner satisfactory to the Agent, to be held as Collateral
pursuant to this Pledge Agreement.
(d) The Pledgor agrees to pay, and to save the Agent and the
Banks harmless from, any and all liabilities with respect to, or resulting from
any delay in paying, any and all stamp, excise, sales or other taxes which may
be payable or determined to be payable with respect to any of the Collateral or
in connection with any of the transactions contemplated by this Pledge
Agreement.
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Section 6. CASH DIVIDENDS; VOTING RIGHTS. Unless an Event of Default
shall have occurred and be continuing and the Agent shall have given notice to
the Pledgor of the Agent's intent to exercise its corresponding rights pursuant
to Section 7 below, the Pledgor shall be permitted to receive all cash dividends
paid in the normal course of business of each Issuer and consistent with past
practice to the extent permitted in the Credit Agreement in respect of the
Pledged Stock and to exercise all voting and corporate rights with respect to
the Pledged Stock, PROVIDED, HOWEVER, that no vote shall be cast or corporate
right exercised or other action taken which, in the Agent's reasonable judgment,
would impair the Collateral in any material respect or which would be
inconsistent with or result in any violation of any provision of the Credit
Agreement, this Pledge Agreement, any Revolving Credit Note or any other Loan
Document or any other document executed and delivered in connection therewith or
herewith.
Section 7. RIGHTS OF THE BANK AND THE AGENT. (a) If an Event of Default
shall occur and be continuing and the Agent shall give notice of its intent to
exercise any of the following rights to the Pledgor, (i) the Agent shall have
the right to receive any and all cash dividends paid in respect of the Pledged
Stock and make application thereof to the Obligations in such order as the Agent
may determine, and (ii) all shares of the Pledged Stock shall be registered in
the name of the Agent or its nominee, and the Agent or its nominee may
thereafter exercise (A) all voting, corporate and other rights pertaining to
such shares of the Pledged Stock at any meeting of shareholders of each Issuer
or otherwise, and (B) any and all rights of conversion, exchange, subscription
and any other rights, privileges or options pertaining to such shares of the
Pledged Stock as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Stock upon the merger, consolidation, reorganization, recapitalization or other
fundamental change in the corporate structure of such Issuer, or upon the
exercise by the Pledgor or the Agent of any right, privilege or option
pertaining to such shares of the Pledged Stock, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Stock with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as it may determine), all without liability except to
account for property actually received by it, but the Agent shall have no duty
to the Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.
(b) The rights of the Agent and the Banks hereunder shall not
be conditioned or contingent upon the pursuit by the Agent or any Bank of any
right or remedy against the Pledgor or against any other Person which may be or
become liable in respect of all or any portion of the Obligations or against any
collateral security therefor, guarantee thereof or right of offset with respect
thereto. Neither the Agent nor any Bank shall be liable for any failure to
demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so, nor shall the Agent be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Pledgor or any other
Person or to take any other action whatsoever with regard to the Collateral or
any party thereof.
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Section 8. REMEDIES. If an Event of Default shall occur and be
continuing, the Agent, on behalf of the Banks, may exercise, in addition to all
other rights and remedies granted in this Pledge Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations, all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, the Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Pledgor, each Issuer or
any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived) may in such circumstances forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, assign, grant options to purchase or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, in the
over-the-counter market, at any exchange, broker's board or office of the Agent
or any Bank or elsewhere upon such terms and conditions as the Agent may deem
advisable and at such prices as the Agent may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Agent or any
Bank shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption of
the Pledgor, which right or equity of redemption is hereby waived and released.
The Agent shall apply any Proceeds from time to time held by it and the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred in respect thereof or incidental to the care or safekeeping of any of
the Collateral or in any way relating to the Collateral or the rights of the
Agent and the Banks hereunder, including, without limitation, reasonable
attorneys' fees and disbursements of counsel to the Agent and the Banks, to the
payment in whole or in part of the Obligations, in such order as the Agent may
elect, and only after such application and after the payment by the Agent of any
other amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code, need the Agent account for the surplus, if any,
to the Pledgor. To the extent permitted by applicable law, the Pledgor waives
all claims, damages and demands it may acquire against the Agent or any Bank
arising out of the exercise by them of any rights hereunder. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least ten (10) days
before such sale or other disposition. The Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of Collateral are
insufficient to pay the Obligations and the fees and disbursements of any
attorneys employed by the Agent or any Bank to collect such deficiency.
Section 9. PRIVATE SALES. (a) The Pledgor recognizes that the Agent may
be unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale
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and, notwithstanding such circumstances, agrees that any such private sale shall
be deemed to have been made in a commercially reasonable manner. The Agent shall
be under no obligation to delay a sale of any of the Pledged Stock for the
period of time necessary to permit any Issuer to register such securities for
public sale under the Securities Act or under applicable state securities laws,
even if such Issuer would agree to do so.
(b) The Pledgor further agrees to use its best efforts to do
or cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Stock pursuant to this Section 9
valid and binding and in compliance with any and all other applicable
Requirements of Law. The Pledgor further agrees that a breach of any of the
covenants contained in this Section 9 will cause irreparable injury to the Agent
and the Banks, that the Agent and the Banks have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this Section 9 shall be specifically enforceable against the
Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Credit Agreement.
Section 10. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUERS. The
Pledgor hereby authorizes and instructs each Issuer to comply with any
instruction received by such Issuer from the Agent in writing that (a) states
that an Event of Default has occurred and (b) is otherwise in accordance with
the terms of this Pledge Agreement, without any other or further instructions
from the Pledgor, and the Pledgor agrees that each Issuer shall be fully
protected in so complying.
Section 11. AGENT APPOINTED AS PLEDGOR'S ATTORNEY-IN-FACT. The Pledgor
hereby appoints the Agent as Pledgor's attorney-in-fact with full power in
Pledgor's place and stead, in Pledgor's name or its own name and at Pledgor's
expense, to execute, endorse and deliver any and all agreements, assignments,
pledges, instruments and any other writings, and to take any and all other
actions, which the Agent may deem necessary or desirable to carry out the terms
and effect the purposes of this Agreement and to exercise fully its rights and
remedies hereunder. The Agent may delegate any or all of such power to any of
its officers, directors, employees, agents, nominees, stockholders and other
representatives (hereinafter collectively called "Representatives") and have any
such Representative(s) exercise any such delegated power as substitute(s) for
Agent. Pledgor hereby ratifies that the Agent and all such Representatives shall
lawfully and properly do or cause to be done under this power of attorney, which
power is coupled with an interest and shall be irrevocable until all Obligations
have been satisfied and this Pledge Agreement has been terminated. So long as no
Default or Event of Default has occurred, the Agent agrees to give Pledgor five
(5) business days prior notice of its intention to exercise the power of
attorney granted hereby.
Section 12. AUTHORITY OF AGENT. The Pledgor acknowledges that the
rights and responsibilities of the Agent under this Pledge Agreement with
respect to any action taken by the Agent or the exercise or non-exercise by the
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Pledge Agreement
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shall, as between the Agent and the Banks, be governed by the Credit Agreement
and by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Agent and the Pledgor, the Agent shall be
conclusively presumed to be acting as agent for the Banks with full and valid
authority so to act or refrain from acting, and neither the Pledgor nor any
Issuer shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.
Section 13. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. The
Pledgor and the Pledged Stock shall remain subject to the Lien granted hereby,
notwithstanding that, without any reservation of rights against the Pledgor, and
without notice to or further assent by the Pledgor, (i) any demand for payment
of any of the Obligations made by the Agent or any Bank may be rescinded by the
Agent or such Bank, and any of the Obligations continued, and the Obligations,
or the liability of any Issuer or any other Person upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered, or released by
the Agent or any Bank, (ii) the Credit Agreement, any Revolving Credit Note, any
other Loan Document and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or
part, as the Agent or the Banks (or the Required Banks, as the case may be) may
deem advisable from time to time, and (iii) any guarantee, right of offset or
other collateral security at any time held by the Agent or any Bank for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Agent nor any Bank shall have any obligation to protect,
secure, perfect or insure any other lien at any time held by it as security for
the Obligations or any property subject thereto. The Pledgor waives any and all
notice of the creation, renewal, extension or accrual of any of the obligations
and notice of or proof of reliance by the Agent or any Bank upon this Pledge
Agreement. The Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred in reliance upon this Pledge
Agreement, and all dealings between any Issuer and the Pledgor on the one hand,
and the Agent and the Banks, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Pledge Agreement.
The Pledgor waives presentment, protest, demand for payment and notice of
default or nonpayment to or upon any Issuer with respect to the Obligations.
Section 14. LIMITATION ON DUTIES REGARDING COLLATERAL. The Agent's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Agent deals with similar
securities and property for its own account. Neither the Agent, any Bank nor any
of their respective directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Pledgor or otherwise.
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Section 15. NOTICES. Notices by the Agent to the Pledgor or any Issuer
may be given to the Pledgor, or in the case of any Issuer, in care of the
Pledgor, in accordance with the terms of the Credit Agreement.
Section 16. NO WAIVER; CUMULATIVE REMEDIES. Neither the Agent nor any
Bank shall by any act (except by a written instrument pursuant to Section 17
hereof) be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Agent or any Bank, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right or remedy hereunder, nor
shall the exercise of any right or remedy on any one occasion be construed as a
bar to any right or remedy which the Agent or such Bank would otherwise have on
any future occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
Section 17. WAIVERS AND AMENDMENTS: SUCCESSORS AND ASSIGNS. None of the
terms or provisions of this Pledge Agreement may be amended, supplemented or
otherwise modified except by a written instrument executed by the Pledgor and
the Agent, PROVIDED that any provision of this Pledge Agreement may be waived by
the Agent in a letter or agreement executed by the Agent or by telex or
facsimile transmission from the Agent. This Pledge Agreement shall be binding
upon the successors and assigns of the Pledgor and shall inure to the benefit of
the Agent and the Banks and their respective successors and assigns.
Section 18. MISCELLANEOUS PROVISIONS.
(a) POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and are
powers coupled with an interest.
(b) SEVERABILITY. Any provision of this Pledge Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction where such
provision is valid and enforceable.
(c) INTEGRATION. This Pledge Agreement represents the
agreement of the Pledgor with respect to the subject matter hereof, and there
are no promises, undertakings, representations or warranties by the Agent or any
Bank relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.
(d) COUNTERPARTS. This Pledge Agreement may be executed and
delivered by the parties hereto through the use of two or more original
identical counterparts hereof, each of which
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shall be deemed to be an original instrument and all of which shall be deemed to
represent but one Pledge Agreement, fully binding upon and enforceable against
the parties hereto.
Section 19. SUBMISSION TO JURISDICTION; WAIVERS. The Pledgor hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Pledge Agreement and the other Loan Documents to
which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the nonexclusive general jurisdiction of the Courts of the
State of Connecticut, the courts of the United States of America for the
District of Connecticut, and appellate courts from any thereof; and
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same.
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IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to
be duly executed and delivered in Hartford, Connecticut as of the date first
above written.
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL BURRELL
-------------------------
Name: Paul Burrell
Title: President
Accepted:
BANK OF BOSTON CONNECTICUT, as Agent
By: /s/ ROGER J. ROCHE, JR.
--------------------------------
Name: Roger J. Roche, Jr.
Title: Director
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ISSUER ACKNOWLEDGMENT AND CONSENT
Each of the undersigned Issuers referred to in the foregoing Pledge
Agreement hereby acknowledges receipt of a copy thereof and agrees to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to such Issuer. Each of the undersigned Issuers agrees to notify the
Agent promptly in writing of the occurrence of any of the events described in
Section 5(a) of the Pledge Agreement with respect to such Issuer. Each of the
undersigned Issuers further agrees that the terms of Section 9(c) of the Pledge
Agreement shall apply to such Issuer, MUTATIS MUTANDIS, with respect to all
actions that may be required of it under or pursuant to or arising out of
Section 9 of the Pledge Agreement.
CAPITAL STAFFING FUND, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: President
OUTSOURCE FRANCHISING, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: Assistans Secretary
SYNADYNE I, INC., F/K/A LABOR WORLD OF
HOUSTON, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: Vice President
13
SYNADYNE II, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: Vice President
SYNADYNE III, INC., F/K/A LABOR WORLD OF
AMERICA, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: Vice President
SYNADYNE IV, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: Vice President
SYNADYNE V, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: Vice President
EMPLOYEES INSURANCE SERVICES, INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: President
14
OUTSOURCE INTERNATIONAL OF AMERICA,
INC.
By: /s/ PAUL BURRELL
-------------------------------------
Name: Paul Burrell
Title: President
15
SCHEDULE A
TO OI PLEDGE
AGREEMENT
DESCRIPTION OF PLEDGED STOCK
STOCK
PLEDGOR ISSUER CLASS OF STOCK CERTIFICATE NO. NO. OF SHARES
- ------- ------ -------------- --------------- -------------
OutSource Capital Staffing Common Stock 28 100
International, Inc. Fund, Inc.
OutSource Common Stock 34 100
Franchising, Inc.
Synadyne I, Inc. Common Stock 23 100
Inc., f/k/a Labor
World of Houston,
Inc.
Synadyne II, Inc. Common Stock 41 100
Synadyne III, Inc., Common Stock 22 100
f/k/a Labor World
of America, Inc.
Synadyne IV, Inc. Common Stock 41 100
Synadyne V, Inc. Common Stock 41 100
Employees Common Stock 18 100
Insurance Services,
Inc.
OutSource Common Stock 28 100
International of
America, Inc.
16
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
28 ****100****
CAPITAL STAFFING FUND, INC.
TOTAL AUTHORIZED ISSUE
10,000 SHARES PAR VALUE $1.00 EACH
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Secretary President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, par value $1.00 per share, of CAPITAL STAFFING FUND, INC., a
Florida corporation (the "Corporation"), standing in the name of the undersigned
on the books of the Corporation, represented by Certificate No. 28, and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER ORGANIZED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
34 ****100****
OUTSOURCE FRANCHISING, INC.
TOTAL AUTHORIZED ISSUED
10,000 SHARES WITHOUT PAR VALUE
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ [ILLEGIBLE] /s/ ROBERT LEFERT
---------------------------------- ------------------------------------
Assistant Secretary President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _______________________, One Hundred (100) shares of
the Common Stock, no par value per share, of OUTSOURCE FRANCHISING, INC., a
Florida corporation (the "Corporation"), standing in the name of the undersigned
on the books of the Corporation, represented by Certificate No. 34, and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
23 ****100****
SYNADYNE I, INC.
TOTAL AUTHORIZED ISSUE
7,500 SHARES PAR VALUE $1.00 EACH
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Assistant Secretary Vice President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, par value $1.00 per share, of SYNADYNE I, INC., a Florida
corporation (the "Corporation"), standing in the name of the undersigned on the
books of the Corporation, represented by Certificate No. 23, and does hereby
irrevocably constitute and appoint __________________ attorney to transfer said
stock on the books of the Corporation with full power of substitution in the
premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
41 ****100****
SYNADYNE II, INC.
TOTAL AUTHORIZED ISSUE
10,000 SHARES WITHOUT PAR VALUE
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Assistant Secretary Vice President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, no par value per share, of SYNADYNE II, INC., a Florida
corporation (the "Corporation"), standing in the name of the undersigned on the
books of the Corporation, represented by Certificate No. 41, and does hereby
irrevocably constitute and appoint __________________ attorney to transfer said
stock on the books of the Corporation with full power of substitution in the
premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
22 ****100****
SYNADYNE III, INC.
TOTAL AUTHORIZED ISSUE
10,000 SHARES PAR VALUE $1.00 EACH
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Assistant Secretary Vice President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, par value $1.00 per share, of SYNADYNE III, INC., a Florida
corporation (the "Corporation"), standing in the name of the undersigned on the
books of the Corporation, represented by Certificate No. 22, and does hereby
irrevocably constitute and appoint __________________ attorney to transfer said
stock on the books of the Corporation with full power of substitution in the
premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
41 ****100****
SYNADYNE IV, INC.
TOTAL AUTHORIZED ISSUE
10,000 SHARES WITHOUT PAR VALUE
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Assistant Secretary Vice President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, no par value per share, of SYNADYNE V, INC., a Florida
corporation (the "Corporation"), standing in the name of the undersigned on the
books of the Corporation, represented by Certificate No. 41, and does hereby
irrevocably constitute and appoint __________________ attorney to transfer said
stock on the books of the Corporation with full power of substitution in the
premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
18 ****100****
EMPLOYEES INSURANCE SERVICES, INC.
10,000 SHARES OF COMMON STOCK, WITHOUT NOMINAL OR PAR VALUE
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
OF THE COMMON STOCK, FULLY-PAID AND NONASSESSABLE
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Secretary President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, no par value per share, of EMPLOYEES INSURANCE SERVICES, INC.,
a Florida corporation (the "Corporation"), standing in the name of the
undersigned on the books of the Corporation, represented by Certificate No. 18,
and does hereby irrevocably constitute and appoint __________________ attorney
to transfer said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
41 ****100****
SYNADYNE V, INC.
TOTAL AUTHORIZED ISSUE
10,000 SHARES WITHOUT PAR VALUE
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ /s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Assistant Secretary Vice President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, no par value per share, of SYNADYNE IV, INC., a Florida
corporation (the "Corporation"), standing in the name of the undersigned on the
books of the Corporation, represented by Certificate No. 41, and does hereby
irrevocably constitute and appoint __________________ attorney to transfer said
stock on the books of the Corporation with full power of substitution in the
premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President
SEE RESTRICTIVE LEGEND ON REVERSE
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
17 **100.00**
OUTSOURCE INTERNATIONAL OF AMERICA, INC.
AUTHORIZED CAPITAL STOCK
10,000 SHARES OF COMMON STOCK, PAR VALUE $.01
THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of
****ONE HUNDRED (100)**** Shares
of the common stock, fully-paid and nonassessable
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this 21 day of February A.D. 1997
/s/ ROBERT LEFERT /s/ PAUL BURRELL
---------------------------------- ------------------------------------
Secretary President
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE
SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT
EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT
REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ______________________ 19____
In presence of _______________________________________
______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
STOCK POWER
FOR VALUE RECEIVED, OutSource International, Inc., hereby sells,
assigns and transfers unto _____________________, One Hundred (100) shares of
the Common Stock, par value $.01 per share, of OUTSOURCE INTERNATIONAL OF
AMERICA, INC., a Florida corporation (the "Corporation"), standing in the name
of the undersigned on the books of the Corporation, represented by Certificate
No. 17, and does hereby irrevocably constitute and appoint __________________
attorney to transfer said stock on the books of the Corporation with full power
of substitution in the premises.
Dated: _______________________________
OUTSOURCE INTERNATIONAL, INC.
By: /s/ PAUL M. BURRELL
-----------------------------------
Paul M. Burrell, President