SECURITY INTEREST AND PLEDGE
AGREEMENT
SECURITY
INTEREST AND PLEDGE AGREEMENT (“Pledge Agreement”)
dated as of January 20, 2009, by and among Alma Bailante Real
Estate Inc. located at ____________ (“Secured Party”),
and Actiga Corporation, a Nevada corporation having its principal
executive offices at 871 Marlborough Avenue, Suite 100, Riverside,
CA (the “Company” or the “Debtor”), and the
Albanna Family Trust (“Pledgor”). This Pledge
Agreement, for all purposes, shall be effective as of December 31,
2008.
RECITALS
A.
Reference is made to (i) that certain Conversion Agreement of even
date herewith (the “Conversion Agreement”) to which the
Company and the Secured Party are parties, and (ii) the Transaction
Documents (as that term is defined in the Conversion Agreement),
including, without limitation, the Note. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them
in the relevant Transaction Documents.
B.
Pursuant to the Transaction Documents, the Debtor has certain
obligations to the Secured Party (all such obligations, the
“Obligations”), including, but not limited to,
obligations to pay principal and interest of the Note, which was
issued in the original aggregate principal amount of $____________,
on the Maturity Date. The Note Obligations are to be secured by all
of the assets of the Company as provided for in the Security
Agreement. The obligations of the Company and of the Pledgor, if
any, under the Note are referred to collectively as the “Note
Obligations.”
C.
As additional security for the Note Obligations, the Pledgor has
agreed to pledge certain shares of common Stock of the Company held
by the Pledgor to the Secured Party as security for the performance
of the Note Obligations.
D.
The Pledgor is a shareholder of the Debtor and has determined that
it is in the Pledgor’s best interests, including to the
benefit of the other interests of the Pledgor in the Company, to
provide the pledge referred to herein.
E.
The Secured Party is willing to enter into the Conversion Agreement
and the other Transaction Documents only upon receiving the
Pledgor’s pledge of certain common stock of the Company, as
set forth in this Pledge Agreement.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants
and conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Grant of Security Interest .
(a)
To secure the Note Obligations of Debtor, the Pledgor hereby
pledges to the Secured Party all of the shares of Common Stock (the
“Pledged Shares”) set forth on the attached Schedule 2
of this Agreement. Unless otherwise set forth on Schedule 2 of this
Agreement, the Pledgor is the beneficial and record owner of the
Pledged Shares set forth
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opposite the Pledgor’s name
on such Schedule. Such Pledged Shares, together with any
substitutes therefor, or proceeds thereof, are hereinafter referred
to collectively as the “Collateral.”
(b)
The Company represents and warrants to the Secured Party that the
Pledged Shares are duly authorized, validly issued, fully paid and
non-assessable and that it will not permit the transfer of the
Pledged Shares except in accordance with this Pledge Agreement
while the same is in effect.
2.
Obligations Secured . During the term hereof, the Collateral
shall secure the following:
(a)
The performance by the Company of the Note Obligations;
and
(b)
The payment of all fees and the delivery of all stock other than
principal and interest under (i) the Note, and (ii) any other
agreements executed by the Company and the Secured
Party.
(c)
The performance by the Pledgor of his obligations, covenants, and
agreements under this Agreement.
The obligations, covenants and
agreements described in clauses (a), (b) and (c) are the
“Obligations.”
3.
Perfection of Security Interests . Upon execution of this
Pledge Agreement by the Debtor and the Pledgor,
(a)
the Pledgor shall deliver and transfer possession of the stock
certificates identified opposite the Pledgor’s name on
Schedule 2 of this Agreement (the “Pledged
Certificates”), together with stock transfer powers duly
executed in blank by the registered owner of the shares represented
by such Certificates, with appropriate Medallion signature guaranty
(“Stock Powers”), to the Secured Party.
(b)
The Collateral will be held by the Secured Party, to perfect the
security interest of the Secured Party, until the earlier
of
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(i)
the payment or conversion in full of all amounts due under the
Note, or
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(ii)
foreclosure of Secured Party’s security interests as provided
herein at which time any Collateral will be returned to the Pledgor
with the stock transfer powers.
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(c)
The Debtor and the Pledgor hereby appoint the Secured Party, as
attorney-in-fact with powers upon the occurrence of an Event of
Default (as defined in Section
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10 herein) of substitution, to
execute all documents and perform all acts in order to perfect and
maintain a valid security interest for Secured Party in the
Collateral.
4.
Reserved .
5.
Pledgor’s Warranty . The Pledgor represents and
warrants hereby to the Secured Party that this Pledge Agreement
constitutes a legal, valid and binding obligation of the Pledgor
enforceable in accordance with its terms (except as the enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, and similar laws, now or
hereafter in effect).
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A. With respect to title to
the Transferred Shares
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(i)
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that upon transfer by the Pledgor of the
Pledgor’s Certificates and Stock Powers to Secured Party
pursuant to this Agreement at such time, if any, as contemplated
hereby upon the occurrence of an Event of Default, the purchaser of
the Pledged Shares or the Secured Party, as contemplated herein, as
the case may be, will have good title (both record and beneficial)
to the relevant Pledged Shares;
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(ii)
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that there is restriction until January 18, 2009
upon transfer and pledge of some of the Pledged Shares pursuant to
the provisions of this Agreement and the restrictions, to the
extent applicable, imposed by Rule 144 under the Securities Act of
1933;
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(iii)
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that the Pledged Shares are free and clear of
any encumbrances of every nature whatsoever, the Pledgor is the
sole owner of the Pledged Shares, and such shares are duly
authorized, validly issued, fully paid
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(iv)
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that the Pledgor agrees not to grant or create,
any security interest, claim, lien, pledge or other encumbrance
with respect to the Pledgor’s Pledged Shares or attempt to
sell, transfer or otherwise dispose of any of such shares until the
Obligations have been paid in full or this Agreement has
terminated.
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B. With respect to certain
other matters :
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(i)
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that the Pledgor has made necessary inquiries of
the Company and believes that the Company fully intends to fulfill
the Obligations.
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(ii)
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that the Pledgor is not acting, and has not
agreed to act, in any plan to sell or dispose of the Pledged Shares
in a manner intended to circumvent the registration requirements of
the Securities Act of 1933, as amended, or any applicable state
law;
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(iii)
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that the Pledgor’s address is as provided
under the Pledgor’s signature on the signature page
hereof.
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6.
Reports under Securities Act and Exchange Act . With a view
to making available to Secured Party the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit Secured Party to
sell securities of the Company to the public without Registration
(“Rule 144”), the Company agrees to:
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(i)
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make and keep public information available, as
those terms are understood and defined in Rule 144;
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(ii)
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file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities
Act and the Exchange Act; and
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(iii)
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until the date when the Secured Party may sell
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