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EXHIBIT 4.13.7
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement"), dated as of April
29,
2005, among Laurus Master Fund, Ltd., (the
"Pledgee"), Epixtar Corp., a Florida
corporation (the "Company"), and each of
the other undersigned pledgors (the
Company and each such other undersigned
pledgor, a "Pledgor" and collectively,
the "Pledgors").
BACKGROUND
Each of the Company, Voxx Corporation, a Florida corporation, and
the
Pledgee has entered into a Securities
Purchase Agreement, dated as of the date
hereof (as amended, modified, restated or
supplemented from time to time, the
"Securities Purchase Agreement"), pursuant
to which the Pledgee provides or will
provide certain financial accommodations to
the Company.
In order to induce the Pledgee to provide or continue to provide
the
financial accommodations described in the
Securities Purchase Agreement, each
Pledgor has agreed to pledge and grant a
security interest in the collateral
described herein to the Pledgee on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good
and
valuable consideration the receipt of which
is hereby acknowledged, the parties
hereto agree as follows:
1.
Defined Terms. All capitalized terms used herein which are not
defined shall have the meanings given to
them in the Securities Purchase
Agreement.
2.
Pledge and Grant of Security Interest. To secure the full and
punctual payment and performance of (the
following clauses (a) and (b),
collectively, the "Indebtedness") (a) the
obligations under the Securities
Purchase Agreement and the Related
Agreements referred to in the Securities
Purchase Agreement (the Securities Purchase
Agreement and the Related
Agreements, as each may be amended,
restated, modified and/or supplemented from
time to time, collectively, the
"Documents") and (b) all other indebtedness,
obligations and liabilities of each Pledgor
and/or any other subsidiary of the
Company to the Pledgee whether now existing
or hereafter arising, direct or
indirect, liquidated or unliquidated,
absolute or contingent, due or not due and
whether under, pursuant to or evidenced by
a note, agreement, guaranty,
instrument or otherwise (in each case,
irrespective of the genuineness,
validity, regularity or enforceability of
such Indebtedness, or of any
instrument evidencing any of the
Indebtedness or of any collateral therefor or
of the existence or extent of such
collateral, and irrespective of the
allowability, allowance or disallowance of
any or all of such in any case
commenced by or against any Pledgor under
Title 11, United States Code,
including, without limitation, obligations
or indebtedness of each Pledgor
and/or any other subsidiary of the Company
for post-petition interest, fees,
costs and charges that would have accrued
or been added to the Indebtedness but
for the commencement of such case, and
irrespective of the allowability,
allowance or disallowance of such
post-petition interest, fees, costs and
charges), each Pledgor hereby pledges,
assigns, hypothecates, transfers and
grants a security interest to Pledgee in
all of the following (the
"Collateral"):
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(a) the shares
of stock set forth on Schedule A annexed
hereto (which shall explicitely exclude the
shares of Epixtar Marketing Corp., a
Florida corporation, until such time as
such shares are released from the escrow
arrangement by and between the Company and
the previous owners thereof) and
expressly made a part hereof (together with
any additional shares of stock or
other equity interests acquired by any
Pledgor after the date hereof, the
"Pledged Stock"), the certificates
representing the Pledged Stock and all
dividends, cash, instruments and other
property or proceeds from time to time
received, receivable or otherwise
distributed in respect of or in exchange for
any or all of the Pledged Stock;
(b) all
additional shares of stock of any issuer (each,
an "Issuer") of the Pledged Stock from time
to time acquired by any Pledgor in
any manner, including, without limitation,
stock dividends or a distribution in
connection with any increase or reduction
of capital, reclassification, merger,
consolidation, sale of assets, combination
of shares, stock split, spin-off or
split-off (which shares shall be deemed to
be part of the Collateral), and the
certificates representing such additional
shares, and all dividends, cash,
instruments and other property or proceeds
from time to time received,
receivable or otherwise distributed in
respect of or in exchange for any or all
of such shares; and
(c) all
options and rights, whether as an addition to, in
substitution of or in exchange for any
shares of any Pledged Stock and all
dividends, cash, instruments and other
property or proceeds from time to time
received, receivable or otherwise
distributed in respect of or in exchange for
any or all such options and rights.
3.
Delivery of Collateral. All certificates representing or
evidencing the Pledged Stock shall be
delivered to and held by or on behalf of
Pledgee pursuant hereto and shall be
accompanied by duly executed instruments of
transfer or assignment in blank, all in
form and substance satisfactory to
Pledgee. Each Pledgor hereby authorizes the
Issuer upon demand by the Pledgee to
deliver any certificates, instruments or
other distributions issued in
connection with the Collateral directly to
the Pledgee, in each case to be held
by the Pledgee, subject to the terms
hereof. Upon an Event of Default (as
defined below) under the Note that has
occurred and is continuing beyond any
applicable grace period, the Pledgee shall
have the right, during such time in
its discretion and without notice to the
Pledgor, to transfer to or to register
in the name of the Pledgee or any of its
nominees any or all of the Pledged
Stock. In addition, the Pledgee shall have
the right at such time to exchange
certificates or instruments representing or
evidencing Pledged Stock for
certificates or instruments of smaller or
larger denominations.
4.
Representations and Warranties of each Pledgor. Each Pledgor
jointly and severally represents and
warrants to the Pledgee (which
representations and warranties shall be
deemed to continue to be made until all
of the Indebtedness has been paid in full
and each Document and each agreement
and instrument entered into in connection
therewith has been irrevocably
terminated) that:
(a) the
execution, delivery and performance by each
Pledgor of this Agreement and the pledge of
the Collateral hereunder do not and
will not result in any violation of any
agreement, indenture, instrument,
license, judgment, decree, order, law,
statute, ordinance or other governmental
rule or regulation applicable to any
Pledgor;
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(b) this
Agreement constitutes the legal, valid, and
binding obligation of each Pledgor
enforceable against each Pledgor in
accordance with its terms;
(c) (i) all
Pledged Stock owned by each Pledgor is set
forth on Schedule A hereto and (ii) each
Pledgor is the direct and beneficial
owner of each share of the Pledged
Stock;
(d) all of the
shares of the Pledged Stock have been duly
authorized, validly issued and are fully
paid and nonassessable;
(e) no consent
or approval of any person, corporation,
governmental body, regulatory authority or
other entity, is or will be necessary
for (i) the execution, delivery and
performance of this Agreement, (ii) the
exercise by the Pledgee of any rights with
respect to the Collateral or (iii)
the pledge and assignment of, and the grant
of a security interest in, the
Collateral hereunder;
(f) there are
no pending or, to the best of Pledgor's
knowledge, threatened actions or
proceedings before any court, judicial body,
administrative agency or arbitrator which
may materially adversely affect the
Collateral;
(g) each
Pledgor has the requisite power and authority to
enter into this Agreement and to pledge and
assign the Collateral to the Pledgee
in accordance with the terms of this
Agreement.
(h) each
Pledgor owns each item of the Collateral and,
except for encumbrances securing (x) the
Indebtedness and (ii) the Laurus
Obligations (as defined in the
Intercreditor Agreement), the Collateral shall
be, immediately following the closing of
the transactions contemplated by the
Documents, free and clear of any other
security interest, pledge, claim, lien,
charge, hypothecation, assignment, offset
or encumbrance whatsoever
(collectively, "Liens").
(i) there are
no restrictions on transfer of the Pledged
Stock contained in the certificate of
incorporation or by-laws (or equivalent
organizational documents) of the Issuer or
otherwise which have not otherwise
been enforceably and legally waived by the
necessary parties.
(j) none of
the Pledged Stock has been issued or
transferred in violation of the securities
registration, securities disclosure
or similar laws of any jurisdiction to
which such issuance or transfer may be
subject.
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(k) the pledge
and assignment of the Collateral and the
grant of a security interest under this
Agreement vest in the Pledgee all rights
of each Pledgor in the Collateral as
contemplated by this Agreement.
(l) the
Pledged Stock constitutes one hundred percent
(100%) of the issued and outstanding shares
of capital stock of each Issuer,
other than Voxx Corporation, of which
Epixtar Corp. owns the outstanding shares
set forth on Schedule A hereto.
5.
Covenants. Each Pledgor jointly and severally covenants that,
until the Indebtedness shall be satisfied
in full and each Document and each
agreement and instrument entered into in
connection therewith is irrevocably
terminated:
(a) Other than
the issuances to the Laurus Creditors (as
defined in the Intercreditor Agreement)
that are contemplated by the Laurus
Documents (as defined in the Intercreditor
Agreement) and/or issuances to the
Sands Creditors (as defined in the
Intercreditor Agreement) that are
contemplated by the Sands Documents (as
defined in the Intercreditor Agreement),
no Pledgor will sell, assign, transfer,
convey, or otherwise dispose of its
rights in or to the Collateral or any
interest therein; nor will any Pledgor
create, incur or permit to exist any Lien
whatsoever with respect to any of the
Collateral or the proceeds thereof other
than that created hereby.
(b) Each
Pledgor will, at its expense, defend Pledgee's
right, title and security interest in and
to the Collateral against the claims
of any other party.
(c) Each
Pledgor shall at any time, and from time to
time, upon the written request of Pledgee,
execute and deliver such further
documents and do such further acts and
things as Pledgee may reasonably request
in order to effect the purposes of this
Agreement including, but without
limitation, delivering to Pledgee upon the
occurrence of an Event of Default
irrevocable proxies in respect of the
Collateral in form satisfactory to
Pledgee. Until receipt thereof, upon an
Event of Default that has occurred and
is continuing beyond any applicable grace
period, this Agreement shall
constitute Pledgor's proxy to Pledgee or
its nominee to vote all shares of
Collateral then registered in each
Pledgor's name.
(d) Other than
(i) issuances to the Laurus Creditors (as
defined in the Intercreditor Agreement)
that are contemplated by the Laurus
Documents (as defined in the Intercreditor
Agreement) , (ii) issuances to the
Sands Creditors (as defined in the
Intercreditor Agreement) that are
contemplated by the Sands Documents (as
defined in the Intercreditor Agreement)
or (iii) issuances to the creditors in
respect of the Bridge Loan Indebtedness
in accordance with the terms set forth in
Section 6.12(e)(i)(v) of the
Securities Purchase Agreement, no Pledgor
will consent to or approve the
issuance of (i) any additional shares of
any class of capital stock or other
equity interests of the Issuer; or (ii) any
securities convertible either
voluntarily by the holder thereof or
automatically upon the occurrence or
nonoccurrence of any event or condition
into, or any securities exchangeable
for, any such shares, unless, in either
case, such shares are pledged as
Collateral pursuant to this Agreement.
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6.
Voting Rights and Dividends. In addition to the Pledgee's
rights and remedies set forth in Section 8
hereof, in case an Event of Default
shall have occurred and be continuing,
beyond any applicable cure period, the
Pledgee shall (i) be entitled to vote the
Collateral, (ii) be entitled to give
consents, waivers and ratifications in
respect of the Collateral (each Pledgor
hereby irrevocably constituting and
appointing the Pledgee, with full power of
substitution, the proxy and
attorney-in-fact of each Pledgor for such purposes)
and (iii) be entitled to collect and
receive for its own use cash dividends paid
on the Collateral. No Pledgor shall be
permitted to exercise or refrain from
exercising any voting rights or other
powers if, in the reasonable judgment of
the Pledgee, such action would have a
material adverse effect on the value of
the Collateral or any part thereof; and,
provided, further, that following the
occurrence and during the continuance of
any Event of Default beyond any
applicable grace period, each Pledgor shall
give at least five (5) days' written
notice of the manner in which such Pledgor
intends to exercise, or the reasons
for refraining from exercising, any voting
rights or other powers other than
with respect to any election of directors
and voting with respect to any
incidental matters. Following the
occurrence and during the continuance of an
Event of Default beyond any applicable
grace period, all dividends and all other
distributions in respect of any of the
Collateral, shall be delivered to the
Pledgee to hold as Collateral and shall, if
received by any Pledgor, be received
in trust for the benefit of the Pledgee, be
segregated from the other property
or funds of any other Pledgor, and be
forthwith delivered to the Pledgee as
Collateral in the same form as so received
(with any necessary endorsement).
7.
Event of Default. An Event of Default shall be deemed to have
occurred and may be declared
