Exhibit
4.7
INSIDER PLEDGE AND ESCROW
AGREEMENT
THIS INSIDER PLEDGE AND ESCROW
AGREEMENT (the
“ Agreement ”) is made and entered into as of
January 5, 2006 (the “ Effective Date ”) by and
among PHILIPP BUSCHMANN and MICHAEL PIAZZA
(collectively, the “ Pledgor ”), CORNELL
CAPITAL PARTNERS, LP (the “ Pledgee ”),
IGNIS PETROLEUM GROUP, INC., a Nevada corporation
(the “ Company ”), and DAVID GONZALEZ,
ESQ. , as escrow agent (“ Escrow Agent
”).
RECITALS
:
WHEREAS, the Company shall issue and sell to the Pledgee,
as provided in the Securities Purchase Agreement of even date
herewith between the Company and the Pledgee (the “
Securities Purchase Agreement ”), and the Pledgee
shall purchase up to Five Million Dollars ($5,000,000) of secured
convertible debentures (the “ Convertible
Debentures ”), which shall be convertible into shares of
the Company’s common stock, par value $0.001 per share (the
“ Common Stock ”) (as converted, the “
Conversion Shares ”);
WHEREAS, to induce the Pledgee to enter into the
transaction contemplated by the Securities Purchase Agreement, the
Convertible Debentures, the Investor Registration Rights Agreement
of even date herewith between the Company and the Pledgee (the
“ Investor Registration Rights Agreement ”), the
Pledge and Escrow Agreement of even date herewith among the
Company, the Pledgee and the Escrow Agent (the “ Pledge
Agreement ”), the Escrow Agreement of even date herewith
among the Company, the Pledgee, and the Escrow Agent (the “
Escrow Agreement ”), and the Irrevocable Transfer
Agent Instructions among the Company, the Pledgee, the Transfer
Agent, and the Escrow Agent (the “ Transfer Agent
Instructions ”) (collectively referred to as the “
Transaction Documents ”), the Pledgor has agreed to
irrevocably pledge to the Pledgee without recourse against the
Pledgor Four Million Three Hundred Twenty Thousand (4,320,000)
shares (the “ Pledged Shares ”) of Common Stock
beneficially owned by the Pledgor in the amounts specified on the
signature line hereto and in accordance with this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, warranties, and representations herein contained, and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
TERMS AND
CONDITIONS
1.
Obligations Secured. The obligations
secured hereby are any and all obligations of the Company now
existing or hereinafter incurred to the Pledgee under the
Transaction Documents and any other amounts now or hereafter owed
to the Pledgee by the Company thereunder (collectively, the “
Obligations ”).
2.
Pledge and Transfer of Pledged Shares
. The Pledgor hereby grants to Pledgee an
irrevocable, first priority security interest in all Pledged Shares
as security for the Company’s Obligations. Simultaneously
with the execution of the Transaction Documents, the Pledgor shall
deliver to the Escrow Agent stock certificates made out in favor of
the Pledgor representing the Pledged Shares, together with duly
executed stock powers or other appropriate transfer documents with
medallion bank guarantees and executed in blank by the Pledgor (the
“ Transfer Documents ”), and such stock
certificates and Transfer Documents shall be held by the Escrow
Agent until the earlier of (i) full payment of all Obligations due
to the Pledgee, including the repayment or conversion of all
amounts owed by the Company to the Pledgee under the Convertible
Debentures (whether outstanding principal, interest, legal fees, or
any other amounts owed to the Pledgee by the Company) or (ii) the
receipt by the Escrow Agent of an equal number of shares of common
stock as pledged hereunder from the Company, together with duly
executed stock powers or other appropriate transfer documents
executed in blank by the Company (the “Additional Company
Pledged Shares”).
3.
Rights Relating to Pledged Shares .
Upon the occurrence of an Event of Default (as defined herein), the
Pledgee shall be entitled to vote the Pledged Shares, receive
dividends and other distributions thereon, and enjoy all other
rights and privileges incident to the ownership of the number of
Pledged Shares actually released from escrow in accordance with
Section 6.1 hereof.
4.
Release of Pledged Shares from Pledge
. Upon the earlier of (i) receipt by the Escrow Agent of the
Additional Company Pledged Shares or (ii) full payment of all
Obligations due to the Pledgee under the Transaction Documents,
including the repayment or conversion in accordance with the terms
of the Convertible Debentures of all amounts owed by the Company to
the Pledgee under the Convertible Debentures (whether outstanding
principal, interest, legal fees, and any other amounts owed to the
Pledgee by the Company), the parties hereto shall notify the Escrow
Agent to such effect in writing. Promptly upon receipt of such
written notice, the Escrow Agent shall return to the Pledgor the
Transfer Documents and the certificates representing the Pledged
Shares (collectively the “ Pledged Materials ”),
whereupon any and all rights of Pledgee in the Pledged Materials
shall be terminated. Notwithstanding anything to the contrary
contained herein, upon the earlier of (i) receipt by the Escrow
Agent of the Additional Company Pledged Shares or (ii) full payment
of all amounts due to the Pledgee under the Convertible Debentures,
by repayment or conversion in accordance with the terms of the
Convertible Debentures, this Agreement and Pledgee’s security
interest and rights in and to the Pledged Shares shall
terminate.
5.
Event of Default . An “
Event of Default ” shall be deemed to have occurred
under this Agreement upon an Event of Default under the Convertible
Debentures.
a. Upon and anytime
after the occurrence of an Event of Default, the Pledgee shall have
the right to provide written notice of such Event of Default (the
“ Default Notice”) to the Escrow Agent, with a
copy to the Pledgor. As soon as practicable after receipt of the
Default Notice, the Escrow Agent shall deliver to Pledgee the
Pledged Materials held by the Escrow Agent hereunder. Upon receipt
of the Pledged Materials and after exercising such rights the
Pledgee has under any shares of common stock pledged by the
Company, the Pledgee shall have the right to (i) sell the Pledged
Shares and to apply the proceeds of such sales, net of any selling
commissions, to the Obligations owed to the Pledgor by the Company
under the Transaction Documents, including, without limitation,
outstanding principal, interest, legal fees, and any other amounts
owed to the Pledgee, and exercise all other rights and (ii) any and
all remedies of a secured party with respect to such property as
may be available under the Uniform Commercial Code as in effect in
the State of New Jersey. To the extent that the net proceeds
received by the Pledgee are insufficient to satisfy the Obligations
in full, the Pledgee shall be entitled to a deficiency judgment
against the Company but not the Pledgor for such amount. The
Pledgee shall have the absolute right to sell or dispose of the
Pledged Shares in any manner it sees fit and shall have no
liability to the Pledgor, the Company or any other party for
selling or disposing of such Pledged Shares even if other methods
of sales or dispositions would or allegedly would result in greater
proceeds than the method actually used. The Escrow Agent shall have
the absolute right to disburse the Pledged Shares to the Pledgee in
batches not to exceed 9.9% of the outstanding capital of the
Company (which limit may be waived by the Pledgee providing not
less than 65 days’ prior written notice to the Escrow Agent).
The Pledgee shall return any Pledged Shares released to it and
remaining after the Pledgee has applied the net proceeds to all
amounts owed to the Pledgee.
b. Each right, power
and remedy of the Pledgee provided for in this Agreement or any
other Transaction Document shall be cumulative and concurrent and
shall be in addition to every other such right, power or remedy.
The exercise or beginning of the exercise by the Pledgee of any one
or more of the rights, powers or remedies provided for in this
Agreement or any other Transaction Document or now or hereafter
existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgee of all
such other rights, powers or remedies, and no failure or delay on
the part of the Pledgee to exercise any such right, power
or
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