Exhibit 10.7
STOCK PLEDGE AGREEMENT
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This Stock Pledge Agreement (this "Agreement"), dated as of April 26, 2006,
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among Laurus Master Fund, Ltd. (the "Pledgee"), New Century Energy Corp., a
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Colorado corporation (the "Company"), and each of the other undersigned parties
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(other than the Pledgee) (the Company and each such other undersigned party, a
"Pledgor" and collectively, the "Pledgors").
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BACKGROUND
Gulf Coast Oil Corporation, a Delaware corporation ("Gulf Coast"), 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
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Purchase Agreement"), pursuant to which the Pledgee provides or will provide
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certain financial accommodations to Gulf Coast.
Company has executed and delivered to Pledgee a Guaranty dated as of the
date hereof (as amended, modified, restated or supplemented from time to time,
the "Guaranty"), pursuant to which Company guaranteed to Pledgee the payment and
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performance of all obligations and indebtedness of Gulf Coast to Pledgee.
In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Securities Purchase Agreement and to
secure each Pledgor's and Gulf Coast's obligations and indebtedness to Pledgee,
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
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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
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payment and performance of (the following clauses (a) through (c), collectively,
the "Obligations") (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"), (b) the obligations and liabilities of Company to Pledgee
under the Guaranty and (c) all other obligations and liabilities of Gulf Coast
and each Pledgor 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 Obligations, or of
any instrument evidencing any of the Obligations 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 Gulf Coast and/or any Pledgor under Xxxxx 00, Xxxxxx
Xxxxxx Code, including, without limitation, obligations of Gulf Coast and each
Pledgor for post-petition interest, fees, costs and charges that would have
accrued or been added to the Obligations but for the commencement of such case),
each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a
security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on Schedule A annexed hereto and
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expressly made a part hereof (together with any additional shares of stock
or other equity interests acquired by any Pledgor, the "Pledged Stock"),
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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")
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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
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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
assignments 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 the occurrence and during the continuance of
an Event of Default (as defined below), 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
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severally represents and warrants to the Pledgee (which representations and
warranties shall be deemed to continue to be made until all of the Obligations
have 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;
(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
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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 the
pledge and security interest granted to Pledgee hereunder, the Collateral
shall be, immediately following the closing of the transactions
contemplated by the Documents, free and clear of any other security
interest, mortgage, 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;
(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; and
(l) the Pledged Stock constitutes one hundred percent (100%) of the
issued and outstanding shares of capital stock of each Issuer.
5. Covenants. Each Pledgor jointly and severally covenants that, until the
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Obligations shall be indefeasibly satisfied in full and each Document and each
agreement and instrument entered into in connection therewith is irrevocably
terminated:
(a) 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 effectuate 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) 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 of the Issuer, unless, in either case, such shares are pledged as
Collateral pursuant to this Agreement.
6. Voting Rights and Dividends. In addition to the Pledgee's rights and
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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 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 of an Event of Default, 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" under this Agreement shall occur
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upon the happening of any of the following events:
(a) An "Event of Default" under any Document or any agreement or note
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related to any Document or a default under the Guaranty shall have occurred
and be continuing beyond any applicable cure period;
(b) Any Pledgor shall default in the performance of any of its
obligations under any Document, including, without limitation, this
Agreement, and such default shall not be cured during the cure period
applicable thereto;
(c) Any representation or warranty of any Pledgor made herein, in any
Document or in any agreement, statement or certificate given in writing
pursuant hereto or thereto or in connection herewith or therewith shall be
false or misleading in any material respect;
(d) Any portion of the Collateral is subjected to a levy of execution,
attachment, distraint or other judicial process or any portion of the
Collateral is the subject of a claim (other than by the Pledgee) of a Lien
or other right or interest in or to the Collateral and such levy or claim
shall not be cured, disputed or stayed within a period of fifteen (15)
business days after the occurrence thereof; or
(e) Gulf Coast or any Pledgor shall (i) apply for, consent to, or
suffer to exist the appointment of, or the taking of possession by, a
receiver, custodian, trustee, liquidator or other fiduciary of itself or of
all or a substantial part of its property, (ii) make a general assignment
for the benefit of creditors, (iii) commence a voluntary case under any
state or federal bankruptcy laws (as now or hereafter in effect), (iv) be
adjudicated a bankrupt or insolvent, (v) file a petition seeking to take
advantage of any other law providing for the relief of debtors, (vi)
acquiesce to, or fail to have dismissed, within thirty (30) days, any
petition filed against it in any involuntary case under such bankruptcy
laws, or (vii) take any action for the purpose of effecting any of the
foregoing.
8. Remedies. In case an Event of Default shall have occurred and is
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continuing, the Pledgee may:
(a) Transfer any or all of the Collateral into its name, or into the
name of its nominee or nominees;
(b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to any
shares of the Collateral as if it were the absolute owner thereof,
including, but without limitation, the right to exchange, at its
discretion, any or all of the Collateral upon the merger, consolidation,
reorganization, recapitalization or other readjustment of the Issuer
thereof, or upon the exercise by the Issuer of any right, privilege or
option pertaining to any of the Collateral, and, in connection therewith,
to deposit and deliver any and all of the Collateral with any committee,
depository, transfer agent, registrar or other designated agent upon such
terms and conditions as it may determine, all without liability except to
account for property actually received by it; and
(c) Subject to any requirement of applicable law, sell, assign and
deliver the whole or, from time to time, any part of the Collateral at the
time held by the Pledgee, at any private sale or at public auction, with or
without demand, advertisement or notice of the time or place of sale or
adjournment thereof or otherwise (all of which are hereby waived, except
such notice as is required by applicable law and cannot be waived), for
cash or credit or for other property for immediate or future delivery, and
for such price or prices and on such terms as the Pledgee in its sole
discretion may determine, or as may be required by applicable law.
Each Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale,
unless prohibited by applicable law, the Pledgee may bid for and purchase
the whole or any part of the Collateral so sold free from any such right or
equity of redemption. All moneys received by the Pledgee hereunder, whether
upon sale of the Collateral or any part thereof or otherwise, shall be held
by the Pledgee and applied by it as provided in Section 10 hereof. No
failure or delay on the part of the Pledgee in exercising any rights
hereunder shall operate as a waiver of any such rights nor shall any single
or partial exercise of any such rights preclude any other or future
exercise thereof or the exercise of any other rights hereunder. The Pledgee
shall have no duty as to the collection or protection of the Collateral or
any income thereon nor any duty as to preservation of any rights pertaining
thereto, except to apply the funds in accordance with the requirements of
Section 10 hereof. The Pledgee may exercise its rights with respect to
property held hereunder without resort to other security for or sources of
reimbursement for the Obligations. In addition to the foregoing, Pledgee
shall have all of the rights, remedies and privileges of a secured party
under the Uniform Commercial Code of New York (the "UCC") regardless of the
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jurisdiction in which enforcement hereof is sought.
9. Private Sale. Each Pledgor recognizes that the Pledgee may be unable to
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effect (or to do so only after delay which would adversely affect the value that
might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act of
1933, as amended (the "Securities Act"), and may be compelled to resort to one
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or more private sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire such Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. Each
Pledgor agrees that any such private sale may be at prices and on terms less
favorable to the seller than if sold at public sales and that such private sales
shall be deemed to have been made in a commercially reasonable manner. Each
Pledgor agrees that the Pledgee has no obligation to delay sale of any
Collateral for the period of time necessary to permit the Issuer to register the
Collateral for public sale under the Securities Act.
10. Proceeds of Sale. The proceeds of any collection, recovery, receipt,
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appropriation, realization or sale of the Collateral shall be applied by the
Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of the Pledgee and to the reimbursement of the Pledgee for the
prior payment of such costs, reasonable expenses and charges incurred in
connection with the care and safekeeping of the Collateral (including,
without limitation, the reasonable expenses of any sale or any other
disposition of any of the Collateral), attorneys' fees and reasonable
expenses, court costs, any other fees or expenses incurred or expenditures
or advances made by Pledgee in the protection, enforcement or exercise of
its rights, powers or remedies hereunder;
(b) Second, to the payment of the Obligations, in whole or in part, in
such order as the Pledgee may elect, whether or not such Obligations are
then due;
(c) Third, to such persons, firms, corporations or other entities as
required by applicable law including, without limitation, Section
9-615(a)(3) of the UCC; and
(d) Fourth, to the extent of any surplus to the Pledgors or as a court
of competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Obligations,
each Pledgor shall be jointly and severally liable for the deficiency plus the
costs and fees of any attorneys employed by Pledgee to collect such deficiency.
11. Waiver of Marshaling. Each Pledgor hereby waives any right to compel
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any marshaling of any of the Collateral.
12. No Waiver. Any and all of the Pledgee's rights with respect to the
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Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the bankruptcy, insolvency or reorganization of any Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by the Pledgee in reference to any of the Obligations.
Each Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if such Pledgor had expressly agreed
thereto in advance. No delay or extension of time by the Pledgee in exercising
any power of sale, option or other right or remedy hereunder, and no failure by
the Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice the Pledgee's right to take any action against any
Pledgor or to exercise any other power of sale, option or any other right or
remedy.
13. Expenses. The Collateral shall secure, and each Pledgor shall pay to
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Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys' fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of the Pledgee under this Agreement or
with respect to any of the Obligations.
14. The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee.
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Upon the occurrence of an Event of Default, each Pledgor hereby irrevocably
constitutes and appoints the Pledgee as such Pledgor's true and lawful
attorney-in-fact, with full power of substitution, to execute, acknowledge and
deliver any instruments and to do in such Pledgor's name, place and stead, all
such acts, things and deeds for and on behalf of and in the name of such
Pledgor, which such Pledgor could or might do or which the Pledgee may deem
necessary, desirable or convenient to accomplish the purposes of this Agreement,
including, without limitation, to execute such instruments of assignment or
transfer or orders and to register, convey or otherwise transfer title to the
Collateral into the Pledgee's name. Each Pledgor hereby ratifies and confirms
all that said attorney-in-fact may so do and hereby declares this power of
attorney to be coupled with an interest and irrevocable. If any Pledgor fails to
perform any agreement herein contained, the Pledgee may itself perform or cause
performance thereof, and any costs and expenses of the Pledgee incurred in
connection therewith shall be paid by the Pledgors as provided in Section 10
hereof.
15. WAIVERS. THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
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JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
LAURUS, AND/OR ANY COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT,
ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.
16. Recapture. Notwithstanding anything to the contrary in this Agreement,
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if the Pledgee receives any payment or payments on account of the Obligations,
which payment or payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver, or any other party under the United States
Bankruptcy Code, as amended, or any other federal or state bankruptcy,
reorganization, moratorium or insolvency law relating to or affecting the
enforcement of creditors' rights generally, common law or equitable doctrine,
then to the extent of any sum not finally retained by the Pledgee, each
Pledgor's obligations to the Pledgee shall be reinstated and this Agreement
shall remain in full force and effect (or be reinstated) until payment shall
have been made to Pledgee, which payment shall be due on demand.
17. Captions. All captions in this Agreement are included herein for
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convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
18. Miscellaneous.
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(a) This Agreement constitutes the entire and final agreement among
the parties with respect to the subject matter hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed
by the parties hereto.
(b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and
signed by the party sought to be charged, and then such waiver shall be
effective only in the specific instance and for the purpose for which
given.
(c) In the event that any provision of this Agreement or the
application thereof to any Pledgor or any circumstance in any jurisdiction
governing this Agreement shall, to any extent, be invalid or unenforceable
under any applicable statute, regulation, or rule of law, such provision
shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform to such statute, regulation or rule
of law, and the remainder of this Agreement and the application of any such
invalid or unenforceable provision to parties, jurisdictions, or
circumstances other than to whom or to which it is held invalid or
unenforceable shall not be affected thereby, nor shall same affect the
validity or enforceability of any other provision of this Agreement.
(d) This Agreement shall be binding upon each Pledgor, and each
Pledgor's successors and assigns, and shall inure to the benefit of the
Pledgee and its successors and assigns.
(e) All notices, requests and demands hereunder shall be in writing
and shall be deemed to have been duly given or made (i) when delivered, if
by hand, (ii) three (3) days after being sent, postage prepaid, if by
registered or certified mail, (iii) when confirmed electronically on a
business day, if by facsimile, or (iv) when delivered, if by a recognized
overnight delivery service, to the undersigned at the numbers and/or
address set forth beneath the signature of the undersigned or as
subsequently changed by the undersigned in a written notice delivered in
accordance with this Section 18 and to Laurus at:
Laurus Master Fund, Ltd.
c/o M&C Corporate Services Limited
X.X. Xxx 000 XX
Xxxxxx Xxxxx
Xxxxxx Xxxx
South Church Street
Grand Cayman, Cayman Islands
Facsimile: 000-000-0000
with a copy to:
Xxxx X. Xxxxxx, Esq.
000 Xxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
and to:
Xxxxx X. Xxxxxxxx, Esq.
Loeb & Loeb LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
(f) THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
(g) EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
ANY PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE, ON THE OTHER HAND,
PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS,
PROVIDED, THAT EACH PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS
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MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK,
STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT
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SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE
INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH PLEDGOR
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN SECTION 18(e) ABOVE
AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH
PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
U.S. MAILS, PROPER POSTAGE PREPAID.
(h) It is understood and agreed that any person or entity that desires
to become a Pledgor hereunder, or is required to execute a counterpart of
this Agreement after the date hereof pursuant to the requirements of any
Document, shall become a Pledgor hereunder by (x) executing a Joinder
Agreement in form and substance satisfactory to the Pledgee, (y) delivering
supplements to such exhibits and annexes to such Documents as the Pledgee
shall reasonably request and/or set forth in such joinder agreement and (z)
taking all actions as specified in this Agreement as would have been taken
by such Pledgor had it been an original party to this Agreement, in each
case with all documents required above to be delivered to the Pledgee and
with all documents and actions required above to be taken to the reasonable
satisfaction of the Pledgee.
(i) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which when taken together
shall constitute one and the same agreement. Any signature delivered by a
party by facsimile transmission shall be deemed an original signature
hereto.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have duly executed this Stock Pledge
Agreement as of the day and year first written above.
NEW CENTURY ENERGY CORP.
By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
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Title President
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Address:
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: 000-000-0000
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxxx Grin
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Name: Xxxxxx Grin
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Title: Director
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Schedule A
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Pledged Stock
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Class of Stock Certificate Par Value Number of
Pledgor Issuer Stock Number Shares
------------ -------------- --------- ----------------- ---------- ---------
New Century Gulf Coast Oil Common 1 $.001 1000
Energy Corp. Corporation
