Irrevocable Stock Power Agreement between World Air Holdings, Inc. and Assignee for Transfer of World Risk Solutions, Ltd. Shares

Summary

World Air Holdings, Inc., a Delaware corporation, irrevocably transfers 100% of its shares in World Risk Solutions, Ltd., a Bermuda company, to an unnamed assignee. The agreement grants the assignee full authority to sell, transfer, or otherwise dispose of the shares on behalf of World Air Holdings, Inc. This power is irrevocable, even in the event of the assignor's dissolution, and includes the right for the assignee to act as attorney-in-fact for all related transactions.

EX-10.9 17 a2149692zex-10_9.htm EXHIBIT 10.9
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EXHIBIT 10.9


IRREVOCABLE STOCK POWER

        FOR VALUE RECEIVED, the undersigned, World Air Holdings, Inc., a Delaware corporation (hereinafter referred to as the "Assignor"), has fully and irrevocably granted, assigned and transferred and hereby does fully and irrevocably grant, assign and transfer to                         and the successors, transferees, assigns and personal representatives thereof (hereinafter collectively referred to as the "Assignee") the following property:

    100% of the Shares of WORLD RISK SOLUTIONS, LTD., a company limited by shares organized under the laws of Bermuda, represented by certificate number             .

        Assignor hereby irrevocably appoints Assignee to be Assignor's true and lawful attorney-in-fact, with full power of substitution, and empowers Assignee, for and in the name and stead of Assignor, to sell, transfer, hypothecate, liquidate or otherwise dispose of all of or any portion of the above-described securities, from time to time, and, for that purpose, to make, sign, execute and deliver any documents or perform any other act necessary for such sale, transfer, hypothecation, liquidation or other disposition. Assignor acknowledges that this appointment is coupled with an interest and shall not be revocable by Assignor's dissolution or any other reason. Assignor hereby ratifies and approves all acts that Assignee or any substitute therefor shall do by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has executed and sealed this power as of this    day of                        ,            .

        World Air Holdings, Inc., a Delaware corporation

 

 

 

 

By:

 

 

 
         
          Name:    
             
          Title:    
             

WITNESSED:

 

 

 

 

 

By:

 

 

 

 

 

 

 
   
         
Name:              
   
         



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    EXHIBIT 10.9
IRREVOCABLE STOCK POWER