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STOCK PLEDGE AGREEMENT

Stock Pledge Agreement

STOCK PLEDGE AGREEMENT | Document Parties: EPIXTAR CORP | Laurus Master Fund, Ltd You are currently viewing:
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EPIXTAR CORP | Laurus Master Fund, Ltd

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Title: STOCK PLEDGE AGREEMENT
Governing Law: New York     Date: 5/5/2005

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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;

 

<PAGE>

 

                  (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.

 

<PAGE>

 

                  (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.

 

<PAGE>

 

         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


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