{"id":41325,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-pledge-agreement-boots-coots-international-well-control2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-pledge-agreement-boots-coots-international-well-control2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/stock-pledge-agreement-boots-coots-international-well-control2.html","title":{"rendered":"Stock Pledge Agreement &#8211; Boots &#038; Coots International Well Control Inc. and Geneva Associates LLC"},"content":{"rendered":"<pre>                             STOCK PLEDGE AGREEMENT\n\n\n     THIS STOCK PLEDGE AGREEMENT (this 'Agreement') dated as of January 2, 1998,\nis by and between Boots &amp; Coots International Well Control, Inc., a Delaware\ncorporation ('Pledgor'), and Geneva Associates, L.L.C. ('Geneva'), as Collateral\nAgent for the Noteholders (as hereinafter defined) (the 'Secured Party').\n\n                                   RECITALS:\n\n     A.  Pledgor, Geneva and Main Street Merchant Partners II, L.P. ('Main\nStreet') have entered into that certain Note Purchase Agreement dated as of\nJanuary 2, 1998 (herein, as the same may be amended, modified, supplemented,\nextended, rearranged, and\/or restated from time to time, collectively called the\n'Note Purchase Agreement'), pursuant to which, upon the terms and conditions\ntherein set forth, Pledgor has issued its 10.0% Senior Secured Notes due May 2,\n1998, in the aggregate principal amount of $5,000,000 (herein, as the same may\nbe amended, modified, supplemented, extended, rearranged, and\/or restated from\ntime to time, together with any notes given by Pledgor in extension,\nreplacement, rearrangement, modification and\/or substitution thereof or\ntherefor, collectively called the 'Notes' and any holders of the Notes,\ncollectively called the 'Noteholders').\n\n     B.  Under the terms of the Note Purchase Agreement, Pledgor is required by\neach of Geneva and Main Street to provide certain security in respect of the\nliabilities of Pledgor under the Note Purchase Agreement, and each of Geneva and\nMain Street requires that this Agreement be entered into by Pledgor as a\ncondition precedent to the purchase by it of its respective Notes.\n\n     NOW THEREFORE, in consideration of the premises and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nparties hereto agree as follows:\n\n                                   ARTICLE I\n                          Security Interest and Pledge\n\n     1.01.  Security Interest and Pledge.  Subject to the terms of this\nAgreement, Pledgor hereby pledges and grants to Secured Party a first priority\nsecurity interest in the following property (such property being hereinafter\ncalled the 'Collateral'):\n\n     (a)  all shares of capital stock of IWC Services, Inc. (the 'Company');\n\n     (b)  any other shares of capital stock hereafter pledged to Secured Party\n          pursuant to Sections 3.03 and 3.08; and\n\n     (c)  subject to Section 4.03 hereof, all products and proceeds of the\n          foregoing capital stock, including, without limitation, all\n          distributions, dividends, stock dividends, \n\nStock Pledge Agreement\nPage 1\n\n \n          securities, and other property, rights, and interests that Pledgor is\n          at any time entitled to receive on account of the same (all of the\n          foregoing described in this clause (c), the 'Collateral Proceeds').\n\n     1.02.  Obligations.  The Collateral shall secure the following obligations,\nindebtedness and liabilities (all such obligations, indebtedness and liabilities\nbeing hereinafter sometimes called the 'Obligations'):\n \n     (a)  the payment of the indebtedness evidenced by the Notes;\n\n     (b)  the payment of the indebtedness evidenced by the Guaranties;\n\n     (c)  the performance and payment of the obligations of Pledgor under any of\n          the Documents, including, without limitation, the payment and\n          performance of Pledgor's obligations hereunder; and\n\n     (d)  all extensions, renewals, rearrangements and modifications of any of\n          the foregoing.\n\n                                   ARTICLE II\n                         Representations and Warranties\n\n     Pledgor represents and warrants to Secured Party that:\n\n     2.01.  Title.  Pledgor owns or, with respect to Collateral acquired after\nthe date hereof, Pledgor will own, legally and beneficially, the Collateral free\nand clear of any lien, security interest, pledge, claim, or other encumbrance or\nany right or option on the part of any third person to purchase or otherwise\nacquire the Collateral or any part thereof, except for the security interest\ngranted hereunder and Permitted Liens.  Pledgor has the unrestricted right to\npledge the Collateral as contemplated hereby.  All of the Collateral consisting\nof shares of capital stock has been duly and validly issued and is fully paid\nand nonassessable.\n\n     2.02.  Organization and Authority.  Neither the execution, delivery or\nperformance by Pledgor of this Agreement nor compliance by them with the terms\nand provisions hereof, nor the consummation of the transactions contemplated\nherein, will (i) contravene in any material respect any applicable provision of\nany law, statute, rule or regulation, or any order, writ, injunction or decree\nof any court or governmental instrumentality, (ii) conflict with or result in\nany breach of any term, covenant, condition or other provision of, or constitute\na default under, or (other than pursuant to the Security Documents) result in\nthe creation or imposition of (or the obligation to create or impose) any Lien\nother than any Permitted Lien upon any of the property or assets of Pledgor\nunder, the terms of any contractual obligation to which Pledgor is a party or by\nwhich it or any of its properties or assets are bound or to which it may be\nsubject.\n\n     2.03.  Residence Address.  As of the date hereof, the principal office of\nPledgor, and the place where Pledgor keeps its books and records, is located at\n5151 San Felipe, Suite 450, \n\nStock Pledge Agreement\nPage 2\n\n \nHouston, Texas 77056.\n\n     2.04.  Percentage of Stock.  The Collateral constitutes not less than one\nhundred percent (100%) of the issued and outstanding shares of common capital\nstock of the Company.\n\n     2.05.  First Priority Perfected Security Interest.  This Agreement creates\nin favor of Secured Party a first priority security interest in the Collateral\ncurrently in existence, which will be perfected upon delivery of the certificate\nevidencing the Collateral together with an undated stock power endorsed in\nblank.\n\n                                  ARTICLE III\n                                   Covenants\n\n     Pledgor covenants and agrees with Secured Party that:\n\n     3.01.  Encumbrances.  Except as permitted by the Credit Agreement, Pledgor\nshall not create, permit, or suffer to exist, and shall defend the Collateral\nagainst, any Lien on the Collateral except the pledge and security interest of\nSecured Party hereunder and except for Permitted Liens, and shall defend\nPledgor's rights in the Collateral and Secured Party's security interest in the\nCollateral against the claims of all persons and entities (other than any person\nor entity claiming by, through or under Secured Party or any obligee of the\nObligations).\n\n     3.02.  Sale of Collateral.  Pledgor shall not sell, assign, or otherwise\ndispose of the Collateral or any part thereof.\n\n     3.03.  Distributions.  If Pledgor shall become entitled to receive or shall\nreceive any stock certificate (including, without limitation, any certificate\nrepresenting a stock dividend or a distribution in connection with any\nreclassification, increase, or reduction of capital or issued in connection with\nany reorganization), option or rights constituting Collateral, whether as an\naddition to, in substitution of, or in exchange for any Collateral or otherwise,\nPledgor agrees to accept the same as Secured Party's agent and to hold the same\nin trust for Secured Party and to deliver the same (to the extent in form\ncapable of delivery) promptly to Secured Party in the exact form received, with\nthe appropriate endorsement of Pledgor when necessary and\/or appropriate undated\nstock powers duly executed in blank, to be held by Secured Party, as additional\nCollateral for the Obligations, subject to the terms hereof.  Any sums paid upon\nor in respect of the Collateral upon the liquidation or dissolution of the\nissuer thereof in violation of the Note Purchase Agreement shall be paid over to\nSecured Party to be held by it as additional Collateral for the Obligations\nsubject to the terms hereof except as otherwise provided in the Note Purchase\nAgreement; and in case any distribution of capital shall be made on or in\nrespect of the Collateral while a Default or an Event of Default shall be\ncontinuing or any property shall be distributed while a Default or an Event of\nDefault shall be continuing upon or with respect to the Collateral pursuant to\nany recapitalization or reclassification of the capital of the issuer thereof or\npursuant to any reorganization of the issuer thereof, the property so\ndistributed shall be delivered to the Secured Party to be held by it, as\nadditional Collateral for the Obligations, subject to the terms hereof.  All\nsums of money and property so paid or distributed in respect of the Collateral\nthat are received by Pledgor shall, until paid or delivered to Secured Party, be\n\n\nStock Pledge Agreement\nPage 3\n\n \nheld by Pledgor in trust as additional security for the Obligations, provided\nthat except to the extent that such sums of money or property have theretofore\nbeen applied against the Obligations in accordance with the Note Purchase\nAgreement, such sums of money or property shall forthwith be delivered to\nPledgor at such time as no Default or Event of Default shall be continuing under\nthe Note Purchase Agreement.\n\n     3.04.  Further Assurances.  Pledgor has delivered the certificate\nrepresenting the stock referred to in Section 1.01 (a) to Secured Party, with an\nundated stock power duly executed in blank to be held by Secured Party as\nCollateral for the Obligations, subject to the terms hereof.  At any time and\nfrom time to time, upon the request of Secured Party, and at the sole expense of\nPledgor, Pledgor shall promptly execute and deliver all such further instruments\nand documents and take such further action as Secured Party may deem reasonably\nnecessary or desirable to preserve and perfect its security interest in the\nCollateral and carry out the provisions and purposes of this Agreement,\nincluding, without limitation, the execution and filing of such financing\nstatements as Secured Party may require.  A carbon, photographic, or other\nreproduction of this Agreement or of any financing statement covering the\nCollateral or any part thereof shall be sufficient as a financing statement and\nmay be filed as a financing statement to the extent provided by applicable law.\n\n     3.05.  Inspection Rights.  Upon reasonable notice from Secured Party,\nPledgor shall permit Secured Party and its representatives to examine, inspect,\nand copy Pledgor's books and records concerning ownership of the Collateral at\nany reasonable time during normal business hours and as often as Secured Party\nmay desire.\n\n     3.06.  Notification.  Pledgor shall promptly after either Person has\nknowledge thereof, notify Secured Party of (i) any lien, security interest,\nencumbrance, or claim made or threatened against the Collateral other than\nPermitted Liens, and (ii) the occurrence or existence of any Default or Event of\nDefault.\n\n     3.07.  Books and Records.  Pledgor shall mark its books and records to\nreflect the security interest of Secured Party under this Agreement.\n\n     3.08.  Additional Securities.  Pledgor shall not consent to or approve the\nissuance of any additional shares of any class of capital stock of the Company\nor any securities convertible into, or exchangeable for, any such shares or any\nwarrants, options, rights, or other commitments entitling any person or entity\nto purchase or otherwise acquire any such shares.\n\n                                   ARTICLE IV\n                      Rights of Secured Party and Pledgor\n\nStock Pledge Agreement\nPage 4\n\n \n     4.01.  Power of Attorney.  Pledgor hereby irrevocably constitutes and\nappoints Secured Party and any officer or agent thereof, with full power of\nsubstitution, as its true and lawful attorney-in-fact with full irrevocable\npower and authority in the place and stead and in the name of Pledgor or in its\nown name, from time to time in Secured Party's discretion during the continuance\nof an Event of Default and prior to the Collateral Termination Date, to take any\nand all action and to execute any and all documents and instruments which may be\nnecessary or desirable to accomplish the purposes of this Agreement and, without\nlimiting the generality of the foregoing, hereby gives Secured Party the power\nand right on behalf of Pledgor and in its own name to do any of the following\nafter the occurrence and during the continuance of an Event of Default and to\nthe extent permitted by applicable laws, without notice to or the consent of\nPledgor:\n\n     (a)  to demand, sue for, collect, or receive in the name of Pledgor or in\n          its own name, any money or property at any time payable or receivable\n          on account of or in exchange for any of the Collateral and, in\n          connection therewith, endorse checks, notes, drafts, acceptances,\n          money orders, or any other instruments for the payment of money under\n          the Collateral;\n\n     (b)  to pay or discharge taxes, liens, security interests, or other\n          encumbrances (other than Permitted Liens) levied or placed on or\n          threatened against the Collateral;\n\n     (c)  (i) to direct account debtors and any other parties liable for any\n          payment  under any of the Collateral to make payment of any and all\n          monies due and to become due thereunder directly to Secured Party or\n          as Secured Party shall direct; (ii) to receive payment of and receipt\n          for any and all monies, claims, and other amounts due and to become\n          due at any time in respect of or arising out of any Collateral; (iii)\n          to sign and endorse any drafts, assignments, proxies, stock powers,\n          verifications, notices, and other documents relating to the\n          Collateral; (iv) to commence and prosecute any suit, actions or\n          proceedings at law or in equity in any court of competent jurisdiction\n          to collect the Collateral or any part thereof and to enforce any other\n          right in respect of any Collateral; (v) to defend any suit, action, or\n          proceeding brought against Pledgor with respect to any Collateral;\n          (vi) to settle, compromise, or adjust any suit, action, or proceeding\n          described in clause (v) above and, in connection therewith, to give\n          such discharges or releases as Secured Party may deem appropriate;\n          (vii) to exchange any of the Collateral for other property upon any\n          merger, consolidation, reorganization, recapitalization, or other\n          readjustment of the issuer thereof and, in connection therewith,\n          deposit any of the Collateral with any committee, depositary, transfer\n          agent, registrar, or other designated agency upon such terms as\n          Secured Party may determine; (viii) to add or release any guarantor,\n          endorser, surety, or other party to any of the Collateral or the\n          Obligations; and (ix) to sell, transfer, pledge, make any agreement\n          with respect to or otherwise deal with any of the Collateral as fully\n          and completely as though Secured Party were the absolute owner thereof\n          for all purposes, and to do, at Secured Party's option and Pledgor's\n          expense, at any time, or from time to time, all acts and things which\n          Secured Party deems necessary to protect, preserve, or realize upon\n          the Collateral and Secured Party's security \n\nStock Pledge Agreement\nPage 5\n\n \n          interest.\n\n     This power of attorney is a power coupled with an interest and shall be\nirrevocable.  Secured Party shall be under no duty to exercise or withhold the\nexercise of any of the rights, powers, privileges, and options expressly or\nimplicitly granted to Secured Party in this Agreement, and shall not be liable\nfor any failure to do so or any delay in doing so.  Secured Party shall not be\nliable for any act or omission or for any error of judgment or any mistake of\nfact or law in its individual capacity or in its capacity as attorney-in-fact\nexcept acts or omissions constituting or resulting from its willful misconduct\nor gross negligence.  This power of attorney is conferred on Secured Party\nsolely to protect, preserve, and realize upon its security interest in the\nCollateral.\n\n     4.02.  Voting Rights.  Until written notice shall be given to Pledgor in\naccordance with Section 5.02(d) that Secured Party has exercised its rights\nunder Section 5.02(d) to vote the Collateral (provided, however, if Secured\nParty is prevented from providing such notice as a result of Section 362 of the\nUnited States Bankruptcy Code or similar law Pledgor shall be entitled to\nexercise such rights so long as no Event of Default shall have occurred and be\ncontinuing), Pledgor shall be entitled to exercise any and all voting and other\nrights relating or pertaining to the Collateral or any part thereof (and the\nSecured Party shall execute and deliver (or cause to be executed and delivered)\nto Pledgor all such proxies and other instruments as Pledgor may reasonably\nrequest for the purpose of enabling Pledgor to exercise the voting and other\nrights which it is entitled to exercise pursuant to this sentence).\n\n     4.03.  Dividends.   Until written notice shall be given to Pledgor in\naccordance with Section 5.02(d) that Secured Party has exercised its rights\nunder Section 5.02(d) to vote the Collateral, Pledgor shall be entitled to\nreceive and collect for its own use all Collateral Proceeds.\n\n     4.04.  Performance by Secured Party of Pledgor's Obligations.  If an Event\nof Default has occurred and is continuing or if Pledgor fails to perform or\ncomply with any of its agreements contained herein and Secured Party itself\nshall cause performance of or compliance with such agreement, the reasonable\nexpenses of Secured Party, together with interest thereon at the rate of\ninterest provided in the Note Purchase Agreement, shall be payable by Pledgor to\nSecured Party on demand and shall constitute Obligations secured by this\nAgreement.\n\n     4.05.  Secured Party's Duty of Care.  Other than the exercise of reasonable\ncare in the physical custody of the Collateral while held by Secured Party\nhereunder, Secured Party shall have no responsibility for or obligation or duty\nwith respect to all or any part of the Collateral or any matter or proceeding\narising out of or relating thereto, including, without limitation, any\nobligation or duty to collect any sums due in respect thereof or to protect or\npreserve any rights against prior parties or any other rights pertaining\nthereto, it being understood and agreed that Pledgor shall be responsible for\npreservation of all rights in the Collateral.  Without limiting the generality\nof the foregoing, Secured Party shall be conclusively deemed to have exercised\nreasonable care in the custody of the Collateral if Secured Party takes such\naction, for purposes of preserving rights in the Collateral, as Pledgor may\nreasonably request in writing, but no failure or omission or delay by Secured\nParty in complying with any such request by Pledgor, \n\n\nStock Pledge Agreement\nPage 6\n\n \nand no refusal by Secured Party to comply with any such request by Pledgor,\nshall of itself be deemed to be a failure to exercise reasonable care.\n\n                                   ARTICLE V\n                                    Default\n\n     5.01.  Events of Default.  Each of the following shall be deemed an 'Event\nof Default':\n\n     (a)  The failure of the Collateral pledged to Secured Party hereunder to\n          constitute at least one hundred percent (100%) of the issued and\n          outstanding stock of the Company;\n\n     (b)  An Event of Default under any Note Purchase Agreement shall have\n          occurred;\n\n     (c)  Failure by Pledgor to perform any agreement contained herein and\n          continuance of such non-compliance or failure for thirty (30) days\n          after notice thereof to Pledgor from Secured Party; or\n\n     (d)  Any representation, statement or warranty of Pledgor contained herein\n          shall be untrue in any material respect as of the date made.\n \n     5.02.  Rights and Remedies.  Prior to the Collateral Termination Date, upon\nthe occurrence of an Event of Default and so long as the same shall be\ncontinuing, Secured Party shall have the following rights and remedies to the\nextent not prohibited by applicable laws:\n\n     (a)  In addition to all other rights and remedies granted to Secured Party\n          in this Agreement and in any other instrument or agreement securing,\n          evidencing, or relating to the Obligations, Secured Party shall have\n          all of the rights and remedies of a secured party under the Uniform\n          Commercial Code as adopted by the State of Texas.  Without limiting\n          the generality of the foregoing, Secured Party may (A) without demand\n          or notice to Pledgor, collect, receive, or take possession of the\n          Collateral or any part thereof, (B) sell or otherwise dispose of the\n          Collateral, or any part thereof, in one or more parcels at public or\n          private sale or sales, at Secured Party's offices or elsewhere, for\n          cash, on credit, or for future delivery without assumption of any\n          credit risk, and\/or (C) bid and become a purchaser at any such sale\n          free of any right or equity of redemption in Pledgor, which right or\n          equity is hereby expressly waived and released by Pledgor.  Upon the\n          request of Secured Party, Pledgor shall assemble the Collateral and\n          make it available to Secured Party at any place designated by Secured\n          Party that is reasonably convenient to Pledgor and Secured Party.\n          Pledgor agrees that Secured Party shall not be obligated to give more\n          than ten (10) days' prior written notice of the time and place of any\n          public sale or of the time after which any private sale may take place\n          and that such notice shall constitute reasonable notice of such\n          matters.  Pledgor shall be liable for all reasonable expenses of\n          retaking, holding, preparing for sale, or the like, and all reasonable\n          attorneys' fees and other reasonable \n\nStock Pledge Agreement\nPage 7\n\n \n          expenses incurred by Secured Party in connection with the collection\n          of the Obligations and the enforcement of Secured Party's rights under\n          this Agreement, in each case during the continuance of an Event of\n          Default, all of which expenses and fees shall constitute additional\n          Obligations secured by this Agreement. Secured Party may apply the\n          Collateral against the Obligations then due and payable in such order\n          and manner as provided in Section 6.15. Pledgor shall remain liable\n          for any deficiency if the proceeds of any sale or disposition of the\n          Collateral are insufficient to pay the Obligations. Pledgor waives all\n          rights of marshalling in respect of the Collateral.\n\n     (b)  Secured Party may cause any or all of the Collateral held by it to be\n          transferred into the name of Secured Party or the name or names of\n          Secured Party's nominee or nominees (in each case as pledgee\n          hereunder).\n\n     (c)  Secured Party shall be entitled to receive all cash dividends payable\n          in respect of the Collateral.\n\n     (d)  Secured Party shall have the right, but shall not be obligated to,\n          exercise or cause to be exercised all voting rights and corporate\n          powers in respect of the Collateral, and Pledgor shall deliver to\n          Secured Party, if requested by Secured Party, irrevocable proxies with\n          respect to the Collateral in form satisfactory to Secured Party.\n\nBecause of applicable securities laws, including without limitation, the\nSecurities Act of 1933, as amended, the securities laws of Texas and other\napplicable state securities laws, there may be legal restrictions or limitations\naffecting attempts of Secured Party to dispose of the Collateral in the\nenforcement of its rights and remedies hereunder.  Secured Party is hereby\nauthorized by Pledgor, but not obligated, upon the occurrence and during the\ncontinuance of an Event of Default, to the extent permitted by applicable law,\nto sell all or any part of the Collateral at private sale, subject to investment\nletters or in any other manner which will not require the Collateral or any part\nthereof, to be registered in accordance with the Securities Act of 1933, as\namended, or the rules and regulations promulgated thereunder, or any other\napplicable securities law or regulation.  Pledgor specifically agrees that under\nthese circumstances, such a sale is a commercially reasonable method of\ndisposition of the Collateral.  Secured Party is also hereby authorized by\nPledgor, but not obligated, to take such actions, give such notices, obtain such\nrulings and consents, and do such other things as Secured Party may deem\nappropriate in the event of such a sale or disposition of any of the Collateral.\nPledgor acknowledges that Secured Party may, in its reasonable discretion,\napproach a restricted number of potential purchasers and that a sale under such\ncircumstances may yield a lower price for the Collateral or any part or parts\nthereof than would otherwise be obtainable if the same were registered and sold\nin the open market.  Pledgor agrees that such private sale shall constitute a\ncommercially reasonable method of disposing of the Collateral in view of the\ntime, expense, and potential liability to the parties of such transactions of\nregistration of the Collateral in accordance with applicable securities laws.\n\nStock Pledge Agreement\nPage 8\n\n \n                                   ARTICLE VI\n                                 Miscellaneous\n\n     6.01.  No Waiver; Cumulative Remedies.  No failure on the part of Secured\nParty to exercise and no delay in exercising, and no course of dealing with\nrespect to, any right, power, or privilege under this Agreement shall operate as\na waiver thereof, nor shall any single or partial exercise of any right, power,\nor privilege under this Agreement preclude any other or further exercise thereof\nor the exercise of any other right, power, or privilege.  To the fullest extent\npermitted by applicable laws, the rights and remedies provided for in this\nAgreement are cumulative and not exclusive of any rights and remedies provided\nby law.\n\n     6.02.  Successors and Assigns.  This Agreement shall be binding upon and\ninure to the benefit of Pledgor and Secured Party and their respective heirs,\nsuccessors, and assigns, except that Pledgor may not assign any of its rights or\nobligations under this Agreement without the prior written consent of Secured\nParty except to the extent permitted by the Note Purchase Agreement.\n\n     6.03.  Amendment; Entire Agreement.  This Agreement, together with any\napplicable pledge or other agreement required by applicable laws, embodies the\nfinal, entire agreement among the parties hereto and supersedes any and all\nprior commitments, agreements, representations, and understandings, whether\nwritten or oral, relating to the subject matter hereof.  The provisions of this\nAgreement may be amended or waived only by an instrument in writing signed by\nthe parties hereto with the requisite consent of Secured Party as provided in\nthe Note Purchase Agreement.\n\n     6.04.  Notices.  Any notice, consent, or other communication required or\npermitted to be given under this Agreement to Secured Party or Pledgor must be\nin writing and delivered in person or by facsimile or by registered or certified\nmail, return receipt requested, postage prepaid, as follows:\n\n     To Secured Party:  Geneva Associates, L.L.C., as Collateral Agent\n                    Attn: Mr. Tracy Turner\n                    First Union Tower\n                    P.O. Box 21962\n                    Greensboro, North Carolina 27420\n                    Telephone: (910) 275-7002\n                    Facsimile:  (910) 274-4984\n\n     Copy to:       Hutcheson &amp; Grundy, L.L.P.\n                    Attn:  Ms. Lisa J. Mellencamp\n                    1200 Smith Street, Suite 3300\n                    Houston, Texas 77002-4579\n                    Telephone:  (713) 951-2800\n                    Facsimile:  (713) 951-2925\n\nStock Pledge Agreement\nPage 9\n\n \n     To Pledgor:    Boots &amp; Coots International Well Control, Inc.\n                    Attn:  Mr. Larry Ramming\n                    5151 San Felipe, Suite 450\n                    Houston, Texas  77056\n                    Telephone:  (713) 621-7911\n                    Facsimile:  (713) 621-7988\n\n\nStock Pledge Agreement\nPage 10\n\n \n     Copy to:       Brown, Parker &amp; Leahy, L.L.P.\n                    Attn:  Mr. William T. Heller\n                    1200 Smith Street, Suite 3600\n                    Houston, Texas  77002\n                    Telephone:  (713) 654-8111\n                    Facsimile:  (713) 621-7988\n\n\nAny such notice, consent, or other communication shall be deemed given when\ndelivered in person or, if given by mail, five (5) days after such communication\nis deposited in the mail, certified or registered with return receipt requested.\n\n     6.05.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.\nThis Agreement, and the rights and duties of the parties hereto, shall be\nconstrued in accordance with and governed by the internal laws of the State of\nTexas; provided, however that any enforcement of Secured Party's rights and\nremedies in any other jurisdiction shall, to the extent required by applicable\nlaws, be governed by the laws of the jurisdiction of enforcement.  Each party\nhereto hereby submits to the nonexclusive jurisdiction of the United States\nDistrict Court for the Southern District of Texas and of any Texas State court\nsitting in Houston, Texas for purposes of all legal proceedings arising out of\nor relating to this Agreement or the transactions contemplated hereby.  Each\nparty hereto irrevocably waives, to the fullest extent permitted by law, any\nobjection it may now or hereafter have to the laying of the venue of any such\nproceeding brought in such a court and any claim that any such proceeding\nbrought in such a court has been brought in an inconvenient forum.  EACH PARTY\nTO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY\nACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT\nOR THE TRANSACTIONS CONTEMPLATED HEREBY.\n\n     6.06.  Headings.  The headings, captions, and arrangements used in this\nAgreement are for convenience only and shall not affect the interpretation of\nthis Agreement.\n\n     6.07.  Survival of Representations and Warranties.  All representations and\nwarranties made in this Agreement or in any certificate delivered pursuant\nhereto shall survive the execution and delivery of this Agreement, and no\ninvestigation by Secured Party shall affect the representations and warranties\nor the right of Secured Party to rely upon them.\n\n     6.08.  Counterparts.  This Agreement may be executed in any number of\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     6.09.  Severability.  Any provision of this Agreement which is prohibited\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions of this Agreement, and any such\nprohibition or unenforceability in any jurisdiction shall not invalidate or\nrender unenforceable such provision in any other jurisdiction.\n\nStock Pledge Agreement\nPage 11\n\n \n     6.10.  Construction.  Pledgor and Secured Party acknowledge that each of\nthem has had the benefit of legal counsel of its own choice and has been\nafforded an opportunity to review this Agreement with its legal counsel and that\nthis Agreement shall be construed as if jointly drafted by Pledgor and Secured\nParty.\n\n     6.11.  Obligations Absolute.  The obligations of Pledgor under this\nAgreement shall be absolute and unconditional and shall not be released,\ndischarged, reduced, or in any way impaired by any circumstance whatsoever,\nincluding, without limitation, any amendment, modification, extension, or\nrenewal of this Agreement, the Obligations, or any document or instrument\nevidencing, securing, or otherwise relating to the Obligations, or any release,\nsubordination, or impairment of collateral, or any waiver, consent, extension,\nindulgence, compromise, settlement, or other action or inaction in respect of\nthis Agreement, the Obligations, or any document or instrument evidencing,\nsecuring, or otherwise relating to the Obligations, or any exercise or failure\nto exercise any right, remedy, power, or privilege in respect of the\nObligations.\n\n     6.12.  Termination.  On the Collateral Termination Date, the Liens created\nhereby shall terminate, and Secured Party, at the request and expense of\nPledgor, forthwith will execute and deliver to Pledgor a proper instrument or\ninstruments acknowledging the satisfaction and termination of the Liens created\nhereby and will duly assign, transfer and deliver to Pledgor (without recourse\nand without any representation or warranty, such of the Collateral as may be in\nthe possession of the Lender and as has not theretofore been sold or otherwise\napplied pursuant to this Agreement or the Note Purchase Agreement.  Upon such\nrelease and redelivery, this Agreement shall terminate.  The term 'Collateral\nTermination Date' shall mean the first date on which no Note is outstanding\nunder the Note Purchase Agreement and no other obligation is due and payable\nthereunder or under any other Document.\n\n     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as\nof the day and year first written above.\n\n                              PLEDGOR:\n\n                              BOOTS &amp; COOTS INTERNATIONAL WELL\n                              CONTROL, INC., a Delaware corporation\n\n                    By: ________________________________________\n                    Name: ______________________________________\n                    Title: _____________________________________\n\n                              SECURED PARTY:\n\n                              GENEVA ASSOCIATES, L.L.C., as\n                              Collateral Agent\n\n                    By: ________________________________________\n                    Name: ______________________________________\n                    Title: _____________________________________\n\nStock Pledge Agreement\nPage 12\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9560,9570],"class_list":["post-41325","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41325","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41325"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41325"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41325"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41325"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}