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INSIDER PLEDGE AND ESCROW AGREEMENT

Stock Purchase Agreement

INSIDER PLEDGE AND ESCROW AGREEMENT | Document Parties: IGNIS PETROLEUM GROUP, INC. | PHILIPP BUSCHMANN | MICHAEL PIAZZA  | CORNELL CAPITAL PARTNERS, LP You are currently viewing:
This Stock Purchase Agreement involves

IGNIS PETROLEUM GROUP, INC. | PHILIPP BUSCHMANN | MICHAEL PIAZZA | CORNELL CAPITAL PARTNERS, LP

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Title: INSIDER PLEDGE AND ESCROW AGREEMENT
Governing Law: New Jersey     Date: 1/10/2006
Law Firm: Sichenzia Ross Friedman Ference LLP,;Cantey & Hanger, LLP,;Cornell Capital Partners LP,;    

INSIDER PLEDGE AND ESCROW AGREEMENT, Parties: ignis petroleum group  inc. , philipp buschmann , michael piazza  , cornell capital partners  lp
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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.

 

6.       Remedies .

 

2


 

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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