SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
This SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement")
is effective as of February __, 2006 (the "Effective Date") by and between
CORNELL CAPITAL PARTNERS, LP and HIGHGATE HOUSE FUNDS, LTD. (collectively, the
"Pledgee"), GREENSHIFT CORPORATION (the "Pledgor") and XXXXX XXXXXXXX, ESQ., as
escrow agent ("Escrow Agent"). For the purposes hereof, "Transaction Documents"
means the Securities Purchase Agreement of even date herewith between the
Obligor and the Holder and any other agreement delivered in connection with this
Agreement or existing between the parties hereto prior to the date hereof,
including, without limitation, the Convertible Debenture dated April 1, 2005 in
the principal amount of $2,535,611, the Convertible Debenture dated July 15,
2005 in the principal amount of $565,000, the Convertible Debenture dated
October 12, 2005 in the principal amount of $1,475,000, that certain Convertible
Secured Debenture of even date herewith in the aggregate amount of $1,900,000,
that certain Convertible Debenture of even date herewith in the aggregate amount
of $1,150,369, that certain Convertible Debenture to be issued on or about May
1, 2006 in the aggregate amount of $1,949,631, the Second Amended and Restated
Stock Pledge Agreement of even date herewith, the Second Amended and Restated
Security Agreement of even date herewith, the Second Amended and Restated
Registration Rights Agreement of even date herewith, the Irrevocable Transfer
Agent Instructions of even date herewith, and any other instrument or contract
existing between the parties on or before the date hereof.
RECITALS:
WHEREAS, The Secured Party is the holder of (i) that certain Amended and
Restated Secured Convertible Debenture dated April 1, 2005, in the principal
amount of $2,535,611, (ii) that certain Convertible Debenture dated July 15,
2005 in the principal amount of $565,000, (iii) that certain Convertible Secured
Debenture of even date herewith in the principal amount of $1,475,000, and (iv)
that certain Convertible Secured Debenture of even date herewith in the
aggregate amount of $1,900,000, and (v) that certain Convertible Debenture of
even date herewith in the aggregate amount of $1,150,369 and (vi) that certain
Convertible Debenture to be issued on or about May 1, 2006 in the aggregate
amount of $1,949,631 (collectively, the "Convertible Debentures"), which are
convertible into shares of the Company's common stock, par value $0.001 (the
"Common Stock") (as converted, the "Conversion Shares"), in the respective
amounts set forth opposite each Buyer(s) name on Schedule I attached to the
Securities Purchase Agreement;
WHEREAS, to induce the Secured Party to purchase the Convertible Debentures
and enter into all ancillary agreements and documents, the Company hereby grants
to the Secured Party a security interest in and to the pledged property
identified on Exhibit "A" hereto (collectively referred to as the "Pledged
Property") until the satisfaction of the Obligations, as defined herein below;
WHEREAS, the Agreement shall amend and restate the Amended and Restated
Stock Pledge Agreement by and among the parties hereto dated October 12, 2005;
WHEREAS, Pledgor and Pledgee have agreed upon the identity of the Escrow
Agent and upon the form of this Agreement; and
WHEREAS, the Escrow Agent has consented to act under this Agreement for the
purposes herein provided.
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 when due (whether at the stated maturity, by
acceleration or otherwise) of the (a) obligations under the
Convertible Debentures and the other Transaction Documents and (b) all
other indebtedness, obligations and liabilities of Pledgor to 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 ((a) and (b) collectively, the
"Indebtedness"), 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
expressly made a part 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 of the Pledged Stock
(the "Issuer") from time to time acquired by the 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 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 such
options and rights.
(d) The Pledgor shall at all times, and subject only to the default
provisions hereof, continue to be legal and record owner of the
Collateral.
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. Upon an Event of Default under any
of the Secured Debentures that has occurred and is continuing beyond
any applicable grace period, Pledgee shall have the right, during such
time in its discretion, after having provided notice to the Pledgor
pursuant to the terms hereof, to transfer to or to register in the
name of Pledgee or any of its nominees any or all of the Pledged
Stock. In addition, 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 Pledgor. Pledgor represents and
warrants to Pledgee (which representations and warranties shall be
deemed to continue to be made until all of the Indebtedness has been
paid in full) that:
(a) The execution, delivery and performance by 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
Pledgor.
(b) This Agreement constitutes the legal, valid, and binding
obligation of Pledgor enforceable against Pledgor in accordance
with its terms.
(c) Pledgor is the direct and exclusive beneficial owner of each
share of the Collateral.
(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 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) Pledgor has the requisite power and authority to enter into this
Agreement and to pledge and assign the Collateral to Pledgee in
accordance with the terms of this Agreement.
(h) 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 Securities Purchase Agreements,
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 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 Pledgee all rights
of Pledgor in the Collateral as contemplated by this Agreement.
5. Covenants. Pledgor covenants that, until the Indebtedness shall be
satisfied in full:
(a) Pledgor will not sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest
therein; nor will 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) 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) 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.
6. Voting Rights and Dividends. In addition to Pledgee's rights and
remedies set forth in Section 9 hereof, in case an Event of Default
under any of the Secured Debentures shall have occurred and be
continuing beyond any applicable cure period, Pledgee shall, unless
waived, be entitled to collect and receive for its own use cash
dividends paid on the Collateral, and the Pledgor shall continue to
the Collateral and be entitled to give consents, waivers and
ratifications in respect of the Collateral, to the extent of any
Collateral that has not been liquidated pursuant to the terms hereof.
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 Pledgee to hold as Collateral and shall, if received by
the Pledgor, be received in trust for the benefit of Pledgee, be
segregated from the other property or funds of the Pledgor, and be
forthwith delivered to Pledgee as Collateral in the same form as so
received (with any necessary endorsement).
7. Concerning the Escrow Agent.
(a) The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and no implied duties or obligations
shall be read into this Agreement against the Escrow Agent.
(b) The Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be
genuine, may assume the validity and accuracy of any statement or
assertion contained in such a writing or instrument, and may
assume that any person purporting to give any writing, notice,
advice or instructions in connection with the provisions hereof
has been duly authorized to do so. The Escrow Agent shall not be
liable in any manner for the sufficiency or correctness as to
form, manner, and execution, or validity of any instrument
deposited in this escrow, nor as to the identity, authority, or
right of any person executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates, monies,
instruments, or other documents received by it as such escrow
Pledgee, and for the disposition of the same in accordance with
the written instruments accepted by it in the escrow.
(c) Pledgee and Pledgor hereby agree, jointly and severally, to
defend and indemnify the Escrow Agent and hold it harmless from
any and all claims, liabilities, losses, actions, suits, or
proceedings at law or in equity, or any other expenses, fees, or
charges of any character or nature which it may incur or with
which it may be threatened by reason of its acting as Escrow
Agent under this Agreement, except where arising out of willful
misconduct or gross negligence; and in connection therewith, to
indemnify the Escrow Agent against any and all expenses,
including attorneys' fees and costs of defending any action,
suit, or proceeding or resisting any claim. The Escrow Agent
shall be vested with a lien on all property deposited hereunder,
for indemnification of attorneys' fees and court costs regarding
any suit, proceeding or otherwise, or any other expenses, fees,
or charges of any character or nature, which may be incurred by
the Escrow Agent by reason of disputes arising between the makers
of this escrow as to the correct interpretation of this Agreement
and instructions given to the Escrow Agent hereunder, or
otherwise, with the right of the Escrow Agent, regardless of the
instructions aforesaid, to hold said property until and unless
said additional expenses, fees, and charges shall be fully paid.
Any fees and costs charged by the Escrow Agent for serving
hereunder shall be paid by the Borrower, which fees and costs are
specified in the Standby Equity Distribution Agreement.
(d) If any two parties shall be in disagreement about the
interpretation of this Agreement, or about the rights and
obligations, or the propriety of any action contemplated by the
Escrow Agent hereunder, the Escrow Agent may, at its sole
discretion deposit the Pledged Materials with the Clerk of the
Circuit Court of Xxxxxx County, New Jersey, and, upon notifying
all parties concerned of such action, all liability on the part
of the Escrow Agent shall fully cease and terminate. The Escrow
Agent shall be indemnified by the Borrower and Pledgee for all
costs, including reasonable attorneys' fees in connection with
the aforesaid proceeding, and shall be fully protected in
suspending all or a part of its activities under this Agreement
until a final decision or other settlement in the proceeding is
received.
(e) The Escrow Agent may consult with counsel of its own choice (and
the costs of such counsel shall be paid by Borrower and Pledgee)
and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel. The Escrow Agent
shall otherwise not be liable for any mistakes of fact or error
of judgment, or for any actions or omissions of any kind, unless
caused by its willful misconduct or gross negligence.
(f) The Escrow Agent may resign upon thirty (30) days' written notice
to the parties in this Agreement. If a successor Escrow Agent is
not appointed within this thirty (30) day period, the Escrow
Agent may petition a court of competent jurisdiction to name a
successor.
8. Event of Default. An "Event of Default" hereunder shall be deemed to
have occurred upon the occurrence of an Event of Default under the
Convertible Debentures. The Pledgee shall give the Pledgor 60 days
advance written notice of the occurrence of an Event of Default prior
to taking the actions specified in Section 9 hereof. Such notice shall
be deemed delivered if the Pledgee delivers notice under any of the
Convertible Debentures or other Transaction Documents. Such notice
shall not be in addition to any notice required under the Convertible
Debentures or any of the other Transaction Documents.
9. In case an Event of Default shall have occurred and be continuing, the
Escrow Agent shall be entitled to exercise all of the rights, powers
and remedies (whether vested in it by this Agreement or by law) for
the protection and enforcement of its rights in respect of the
Collateral, including, without limitation, all the rights and remedies
of a secured party upon default under the Uniform Commercial Code of
the State of New Jersey, and the Escrow Agent shall be entitled,
without limitation, to exercise any or all of the following rights,
which each Pledgor hereby agrees to be commercially reasonable:
(i) to receive all amounts payable in respect of the Collateral
otherwise payable under Section 6 to such Pledgor;
(ii) to transfer all or any part of the Collateral into Escrow
Agent's name or the name of its nominee or nominees;
(iii) to accelerate any Secured Debenture which may be
accelerated in accordance with its terms, and take any other
lawful action to collect upon any Secured Debenture
(including, without limitation, to make any demand for
payment thereon);
(iv) to vote all or any part of the Collateral (in each case
whether or not transferred into the name of Escrow Agent)
and give all consents, waivers and ratification in respect
of the Collateral and otherwise act with respect thereto as
though it were the outright owner thereof (each Pledgor
hereby irrevocably constituting and appointing Escrow Agent
the proxy and attorney-in-fact of such Pledgor, with full
power of substitution to do so); and
(v) at any time or from time to time to sell, assign and
deliver, or grant options to purchase, all or any part of
the Collateral, or any interest therein, at any public or
private sale, without demand of performance or advertisement
or to redeem or otherwise (all of which are hereby waived by
each Pledgor), for cash, on credit or for other property,
for immediate or future delivery without any assumption of
credit risk, and for such price or prices and on such terms
as Escrow Agent in its reasonable discretion may determine,
provided that at least 10 days' notice of the time and place
of any such sale shall be given to such Pledgor. The Pledgee
shall not be obligated to make such sale of Collateral
regardless of whether any such notice of sale has
theretofore been given. Each purchaser at any such sale
shall hold the property so sold absolutely free from any
claim or right on the part of any Pledgor, and each Pledgor
hereby waives and releases to the fullest extent permitted
by law any right or equity of redemption with respect to the
Collateral, whether before or after sale hereunder, and all
rights, if any, of marshalling the Collateral and any other
security for the Obligations or otherwise. At any such sale,
unless prohibited by applicable law, Escrow Agent may bid
for and purchase all or any part of the Collateral so sold
free from any such right or equity of redemption. The
Pledgee shall not be liable for failure to collect or
realize upon any or all of the Collateral or for any delay
in so doing nor shall it be under any obligation to take any
action whatsoever with regard thereto.
10. Remedies, etc., Cumulative. Each right, power and remedy of Escrow
Agent provided for in this Agreement or any other Documents, or now or
hereafter existing at law or in equity or by statute 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
Escrow Agent of any one or more of the rights, powers or remedies
provided for in this Agreement or any other Documents or now or
hereafter existing at law or in equity or by statute or otherwise
shall not preclude the simultaneous or later exercise by Escrow Agent
of all such other rights, powers or remedies, and no failure or delay
on the part of Escrow Agent to exercise any such right, power or
remedy shall operate as a waiver thereof. Unless otherwise required by
the Documents, no notice to or demand on any Pledgor in any case shall
entitle it to any other or further notice or demand in similar or
other circumstances or constitute a waiver of any of the rights of
Escrow Agent to any other further action in any circumstances without
demand or notice. The Lender shall have the full power to enforce or
to assign or contract is rights under this Agreement to a third party.
11. Further Assurances; Power-Of-Attorney.
(a) Pledgor agrees that it will join with the Escrow Agent in
executing and, at such Pledgor's own expense, file and refile
under the Uniform Commercial Code such financing statements,
continuation statements and other documents in such offices as
the Escrow Agent may reasonably deem necessary or appropriate and
wherever required or permitted by law in order to perfect and
preserve the Pledgee's security interest in the Collateral
hereunder and hereby authorizes the Escrow Agent to file
financing statements and amendments thereto relative to all or
any part of the Collateral without the signature of such Pledgor
where permitted bylaw, and agrees to do such further acts and
things and to execute and deliver to the Escrow Agent such
additional conveyances, assignments, agreements and instruments
as the Escrow Agent may reasonably require or reasonably deem
advisable to carry into effect the purposes of this Agreement or
to further assure and confirm unto the Pledgee its rights, powers
and remedies hereunder or thereunder.
(b) Each Pledgor hereby appoints the Escrow Agent such Pledgor's
attorney-in-fact, with full authority in the place and stead of
such Pledgor and in the name of such Pledgor or otherwise, to act
from time to time after the occurrence and during the continuance
of an Event of Default in the Escrow Agent's reasonable
discretion to take any action and to execute any instrument which
the Escrow Agent may deem necessary or advisable to accomplish
the purposes of this Agreement.
12. Proceeds of Sale. The proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied
by Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of Pledgee and to the reimbursement of Pledgee for the
prior payment of such costs, reasonable expenses and charges
incurred in connection with the sale or any other disposition of
any of the Collateral, as well as to the expenses of any
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 Indebtedness then due; and,
(c) Third, to the extent of any surplus to Pledgor 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 Indebtedness,
Pledgor shall be liable for the deficiency plus the costs and fees of any
attorneys employed by Pledgee to collect such deficiency.
13. Expenses. The Collateral shall secure, and Pledgor shall pay to
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 Pledgee under this Agreement or with respect to
any of the Indebtedness.
14. Waivers. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING
UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY
AGREES AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT
AS WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO THE WAIVER OF ITS
RIGHT TO TRIAL BY JURY.
15. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this
Agreement for any other purpose.
16. Miscellaneous.
(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 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 Pledgor, and Pledgor's
successors and assigns, and shall inure to the benefit of Pledgee
and its successors and assigns.
(e) Any notice or other communication required or permitted pursuant
to this Agreement shall be given in accordance with the Purchase
Agreement.
(f) This Agreement shall be governed by and construed and enforced in
all respects in accordance with the laws of the State of New
Jersey applied to contracts to be performed wholly within the
State of New Jersey.
(g) THE VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW JERSEY APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WHOLLY WITHIN THAT STATE EXCEPT TO THE EXTENT THAT FEDERAL LAW
APPLIES. THE PARTIES HERETO AGREE THAT ANY DISPUTES, CLAIMS,
DISAGREEMENTS, LAWSUITS, ACTIONS OR CONTROVERSIES OF ANY TYPE OR
NATURE WHATSOEVER THAT, DIRECTLY OR INDIRECTLY, ARISE FROM OR
RELATE TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS
RELATING TO THE INDUCEMENT, CONSTRUCTION, PERFORMANCE OR
TERMINATION OF THIS AGREEMENT, SHALL BE BROUGHT IN THE STATE OR
FEDERAL COURTS LOCATED IN XXXXXX COUNTY, NEW JERSEY, AND THE
PARTIES HERETO AGREE NOT TO CHALLENGE THE SELECTION OF THAT VENUE
IN ANY SUCH PROCEEDING FOR ANY REASON, INCLUDING, WITHOUT
LIMITATION, ON THE GROUNDS THAT SUCH VENUE IS AN INCONVENIENT
FORUM.
(h) Unless otherwise provided herein, all demands, notices, consents,
service of process, requests and other communications hereunder
shall be in writing and shall be delivered in person or by
overnight courier service, or mailed by certified mail, return
receipt requested, addressed:
If to the Pledgee: Cornell Capital Partners, LP
and Highgate House Funds, Ltd.
000 Xxxxxx Xxxxxx -Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
Portfolio Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx -Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
Managing Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Pledgor: GreenShift Corporation.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Chief Executive Officer
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy to: Sonageri & Fallon
000 Xxxxxxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx
Attention: Xxxxx Xxxxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
Any such notice shall be effective (a) when delivered, if
delivered by hand delivery or overnight courier service, (b) upon
receipt, when sent via facsimile (provided conformation of
transmission is mechanically or electronically generated and kept
on file by the sending party); or (c) upon expiration of three
(3) days following the date sent if sent by Federal Express (or
similar overnight courier service).
(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.
[SIGNNATURE PAGES TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge Agreement
as of the date first above written.
Pledgee:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
HIGHGATE HOUSE FUNDS, LTD.
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
Pledgor:
GREENSHIFT CORPORATION
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chairman and Chief Executive Officer
Escrow Agent:
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx, Esq.
SCHEDULE A TO THE STOCK PLEDGE AGREEMENT
Pledged Stock
----------------------------------------------------- ---------------------- ----------------------
Issuer Class of Stock Number of Shares
----------------------------------------------------- ---------------------- ----------------------
Veridium Corporation Common 7,460,018
----------------------------------------------------- ---------------------- ----------------------
Veridium Corporation Series A Preferred 627,122
----------------------------------------------------- ---------------------- ----------------------
Veridium Corporation Series B Preferred 966,968
----------------------------------------------------- ---------------------- ----------------------
Veridium Corporation Series C Preferred 750,000
----------------------------------------------------- ---------------------- ----------------------
GreenWorks Engineering Corporation Common 1,500,000
----------------------------------------------------- ---------------------- ----------------------
Coriolis Energy Corporation Common 1,000,000
----------------------------------------------------- ---------------------- ----------------------
GreenShift Industrial Design Corporation Common 1,000,000
----------------------------------------------------- ---------------------- ----------------------
GreenShift Advanced Applications Corporation Common 1,000,000
----------------------------------------------------- ---------------------- ----------------------
