PLEDGE AND SECURITY AGREEMENT (LLC Membership Interests)
Exhibit
10.3
(LLC
Membership Interests)
This
Pledge and Security Agreement
(this “Agreement") is made effective as of November 9, 2007 ("Effective Date"),
by and between PETROSEARCH ENERGY CORPORATION, a Nevada
corporation (“Pledgor”), and the Purchasers identified on
the signature pages hereto (each, a “Purchaser” and collectively, the
“Purchasers”) and IRONMAN PI FUND (QP), LP (“Ironman”),
as agent for the Purchasers (in such capacity, together with its successors
in
such capacity, the “Agent”).
RECITALS:
A. Pledgor
is a Nevada corporation in the business of acquiring, developing and operating
oil and gas properties in several states, including, Texas, Oklahoma, North
Dakota, and Mississippi. Pledgor owns 100% of the membership
interests of Exploration Holding Co., L.L.C. (“Exploration
Holding”). Exploration Holding owns 100% of the membership interests
of Xxxxxxx Petrosearch, L.L.C. (“Xxxxxxx Petrosearch”). Each of
Exploration Holding and Xxxxxxx Petrosearch is a Texas limited liability
company.
X.
Xxxxxxx Petrosearch owns a 5.54455% limited partnership interest in DDJET,
Limited, LLP, a Texas limited liability limited partnership (“DDJET” or “the
Partnership”), organized on December 15, 2006, by Metroplex Xxxxxxx Shale, LLC,
a Delaware limited liability company, (“Metroplex”) as General
Partner. Metroplex is a direct subsidiary of Exxon Mobil
Corporation. Cinco County Xxxxxxx Shale, LLC, a Texas limited
liability company (“Cinco”) is a Limited Partner of the Partnership and Cinco is
a direct subsidiary of Xxxxxxx Company, a private Fort Worth based exploration
company. Xxxxxxx Petrosearch is also a Limited Partner of the
Partnership. The Partnership was formed for the purpose of acquiring,
exploring, developing, owning and operating oil and gas leases and other mineral
interests in portions of Collin, Dallas, Denton, Ellis, Hill, Johnson, Xxxxxxx
and Xxxxxxx Counties, Texas and to acquire, construct, own and operate pipeline
assets for the evacuation of hydrocarbons produced from these
properties. The area and interests covered by the Partnership are
situated in a geologic region generally known as the Xxxxxxx Shale.
C. Pledgor
and each of the Purchasers are parties to Note and Warrant Purchase Agreements
dated as of November 9, 2007 (as modified and supplemented and in effect from
time to time, the “Purchase Agreement”), that provides, subject to the
terms and conditions thereof, for the issuance and sale by Pledgor to each
of
the Purchasers, severally and not jointly, of certain 8% Senior Secured
Convertible Notes in the aggregate principal amount of $8,100,000 Due November
9, 2010 (as such Convertible Notes may be hereafter amended, modified, renewed
or extended, the “Convertible Notes”) and Warrants as more fully described in
the Purchase Agreement.
D. To
induce each of the Purchasers to enter into the Purchase Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, Pledgor has agreed to pledge and grant a security interest
in the Collateral (as hereinafter defined) as security for the Obligations
(as
hereinafter defined).
E. It
is a condition precedent to the effectiveness of the Purchase Agreement that
this Agreement shall have been executed and delivered by Pledgor and shall
be in
full force and effect; and
F. Pledgor
has determined that Pledgor's execution, delivery and performance of this
Agreement may reasonably be expected to provide substantial benefit to Pledgor,
directly or indirectly, and to be in the best interests of Pledgor.
NOW,
THEREFORE, FOR VALUE RECEIVED, the sufficiency of which is acknowledged by
the
parties, the parties hereto agree as follows:
ARTICLE
I
Security
Interest and Pledge
Section
1.01. Defined Terms
and Related Matters.
(a) Capitalized
terms used and not otherwise defined herein that are defined in the Convertible
Notes shall have the meanings specified therein. Capitalized terms
used and not otherwise defined herein or in the Convertible Notes that are
defined in the Purchase Agreement shall have the meanings specified
therein. Terms defined in the singular include the plural and terms
defined in the plural include the singular.
(b) The
words "hereof", "herein" and "hereunder" and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.
(c) Unless
otherwise defined herein or in the Purchase Agreement, the terms defined in
Articles 8 and 9 of the Uniform Commercial Code as enacted in the State of
Texas
as in effect from time to time (the "Code"), are used herein as therein
defined.
(d) "Pledged
Securities" means any and all limited liability company interests and other
capital securities (including, without limitation, any warrants, options or
other rights to purchase limited liability company interests of Exploration
Holding) constituting, but not exceeding, a five percent (5.00%) ownership
interest in Exploration Holding, whether now owned or hereafter acquired by
Pledgor, including the limited liability company interests identified on
Schedule A hereto as Pledged Securities, as such Schedule A may be
updated and supplemented from time to time in accordance with Section 3.04(b)
hereof.
Section
1.02. Security
Interest and Pledge. Subject to the
terms of this Agreement, Pledgor hereby pledges and delivers to the Purchasers,
and hereby grants to the Purchasers, pro rata as listed in Schedule
“A” to the Purchase Agreement, a lien on and security interest in and to all of
Pledgor's rights, titles, interests and privileges in and with respect to the
Pledged Securities, whether now owned or hereafter acquired, including, without
limitation: (a) all limited liability company interests of Exploration Holding
and all securities convertible or exchangeable into, and all warrants, options
or other rights to purchase limited liability company interests of Exploration
Holding (but not exceeding the five percent (5%) amount of all membership
interests contemplated by the definition of Pledged Securities; which 5%
interest shall not be diluted); (b) all certificates or instruments representing
Pledged Securities and all proceeds, income and profits thereon, and all
interest, dividends and other payments, property, revenues, and distributions
with respect thereto; (c) all proceeds received or receivable by Pledgor in
cash, stock or otherwise, from any recapitalization, reclassification, merger,
dissolution, liquidation or other termination of the existence of Exploration
Holding relating to the Pledged Securities; and (d) all other proceeds or assets
received or receivable by Pledgor in respect of its status as a member of
Exploration Holding with respect to the Pledged Securities (all such property,
collectively, the "Collateral"); provided, that the inclusion of proceeds in
this Agreement does not authorize Pledgor to sell, dispose of or otherwise
use
the Collateral in any manner not specifically authorized hereby.
Section
1.03. Obligations
Secured. This Agreement secures: (a)
all obligations under the Convertible Notes, including the full and prompt
payment of the principal of, interest on, and all other amounts due with respect
to the Convertible Notes from time to time outstanding, as and when such amounts
shall become due and payable, whether by lapse of time, upon redemption,
prepayment or purchase, by extension or by acceleration or declaration or
otherwise (including, without limitation, interest due at the Default Rate
on
overdue payments of principal, interest or any other amount due hereunder,
under
the Convertible Notes, the Purchase Agreement or under any of the other
Transaction Documents (as such term is defined in the Purchase Agreement));
(b)
the full and prompt payment, performance and observance by Pledgor of all
obligations, covenants, conditions and agreements contained in any of the
Transaction Documents; (c) the full and prompt payment, performance and
observance by Pledgor of all obligations, covenants, conditions and agreements
contained in this Agreement; and (d) the full and prompt payment, upon demand
by
the Agent, of all costs and expenses (including, without limitation, reasonable
attorneys' fees), if any, as shall have been expended or incurred by the Agent
in the protection or enforcement of any right or privilege under the Convertible
Notes, the Purchase Agreement, this Agreement or any of the other Transaction
Documents, or in the protection or enforcement of any rights, privileges or
liabilities thereunder or in any consultation or action in connection therewith
(all such obligations, covenants, conditions and agreements described in the
foregoing clauses (a), (b) (c) and (d) being hereinafter collectively referred
to as the "Obligations”.
Section
1.04. Formalities.
(a) All
certificates and instruments representing the Pledged Securities have been,
or,
in the case of all Pledged Securities hereafter acquired, immediately upon
acquisition shall be, delivered to and shall be held by the Agent on behalf
of
the Purchasers pursuant hereto in suitable form for transfer by delivery, or
accompanied by undated stock powers or other instruments of transfer or
assignment, duly executed in blank, all in form and substance satisfactory
to
the Agent.
(b) Notwithstanding
anything to the contrary contained in clause (a) above, if any Pledged
Securities (whether now owned or hereafter acquired) are uncertificated
securities, Pledgor shall promptly notify the Agent, and shall promptly, without
the need for any request from the Agent, take all actions required to perfect
the security interest of the Purchasers under applicable law (including, in
any
event, under the provisions of Article 8 or 9 of the Code, if
applicable). Pledgor further agrees to take such actions as the Agent
deems necessary or desirable to effect the foregoing and to permit the Agent
to
exercise any rights and remedies on behalf of the Purchasers hereunder, and
agrees, promptly upon the request of the Agent, to provide an opinion of
counsel, in form and substance satisfactory to the Agent, as to the validity
and
enforceability of the security interest created by this Agreement with respect
to such uncertificated securities, the perfection of the Purchasers’ security
interest therein and such other matters as may be reasonably requested by the
Agent.
(c) The
Agent shall have the right, at any time in its reasonable discretion and without
notice to any Pledgor, to (i) transfer to any of its nominees any or all of
the
Collateral, subject only to the revocable rights set forth in Section 4.01
hereof and applicable law, and (ii) so long as an Event of Default shall have
occurred and be continuing, to register any or all of the Collateral in Agent’s
or Purchasers’ own names. In addition, the Agent shall have the right
at any time to exchange certificates or instruments representing or evidencing
Collateral for certificates or instruments of smaller or larger
denominations.
(d) Pledgor
hereby authorizes the Agent, at the expense of Pledgor (including the fees
and
expenses of counsel to the Agent on behalf of the Purchasers), to file one
or
more financing or continuation statements, and amendments thereto, relating
to
all or any part of the Collateral without the signature of Agent where permitted
by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law. Pledgor
understands and agrees that even though the Agent has no obligation to do so,
with respect to any financing statement, the Agent intends to file (at the
expense of Pledgor, including the fees and expenses of counsel to the Agent
on
behalf of the Purchasers) any continuation statement or amendment where failure
to so file could reasonably be expected to result in the potential lapse of
such
financing statement at any time within three months of any such proposed
filing.
(e) Each
Purchaser hereby agrees to appoint Ironman as its Agent for purposes of this
Agreement. The Agent may employ agents and attorneys-in-fact in
connection herewith and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it in good
faith.
(f) Each
of the Purchasers hereby, severally and not jointly, covenants and agrees to
reimburse, INDEMNIFY and hold the Agent harmless from and
against any and all claims, actions, judgments, damages, losses, liabilities,
costs, transfer or other taxes, and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) incurred or suffered without any bad
faith, gross negligence or willful misconduct by the Agent, arising out of
or
incident to this Agreement or the administration of the Agent’s duties
hereunder, or resulting from its actions or inactions as Agent.
THISINDEMNITY INCLUDES, BUT IS NOT LIMITED TO, ANY AND
ALL CLAIMS, ACTIONS, JUDGMENT, DAMAGES, LOSSES, LIABILILITIES, COSTS, TRANSFER
OR OTHER TAXES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH MAY RESULT FROM
OR ALLEGEDLY RESULT FROM THE NEGLIGENCE, STATUTORY, OR STRICT LIABILITY OF
AGENT
WITHOUT ANY BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE
AGENT.
ARTICLE
II
Representations
and Warranties
Section
2.01. Representations
and Warranties. Pledgor represents, warrants, and covenants to
Purchasers as follows:
(a) The
Pledged Securities outstanding on the date hereof: (i) are described in
Schedule A hereto; (ii) have been duly and validly issued and all
contributions required to be made by Pledgor under the limited liability company
agreement of Exploration Holding have been made; and (iii) are subject to no
options, warrants, calls, liens, pledges, or commitments of any character
whatsoever relating thereto.
(b) Any
instruments of transfer or assignment relating to certificates representing
or
evidencing the Pledged Securities, executed in blank and delivered by Pledgor
to
the Agent herewith, have been duly executed by Pledgor and vest in the
Purchasers the authority that they purport to confer.
(c) Upon
(i) the pledge, assignment and delivery to the Agent by Pledgor of the
Collateral pursuant to this Agreement and (ii) the filing of UCC 1 financing
statements and other necessary or appropriate registrations and recordings
in
the Office of the Secretary of State of the State of Texas and elsewhere, all
filings, registrations and recordings necessary or appropriate to create,
preserve, protect and perfect the security interest granted by Pledgor to the
Purchasers hereby in respect of the Collateral will have been accomplished,
and
the security interest granted by Pledgor to the Purchasers pursuant to this
Agreement in and to the Collateral will constitute a perfected security interest
therein superior and prior to the rights of all other Persons therein and
subject to no other liens and security interests (other than the liens and
security interests created hereunder), and will be entitled to all the rights,
priorities and benefits afforded by the Code or other relevant law as enacted
in
any relevant jurisdiction to perfected security interests.
(d) The
principal place of business and chief executive office of Pledgor and the sole
location where the records of Pledgor with respect to the Collateral are kept
are located at the address set forth on Schedule B attached
hereto. Pledgor shall not move its chief executive office, principal
place of business, or such location of records unless (i) it shall have given
to
the Agent not less than 60 days' prior written notice of its intention so to
do,
clearly describing such new location and providing such other information in
connection therewith as the Agent may reasonably request and (ii) with respect
to such new location, it shall have taken all action required by Sections 1.04,
2.01, and 3.04 with respect to such new jurisdiction and all other action,
reasonably satisfactory to the Agent, to maintain the security interest of
the
Purchasers in the Collateral intended to be granted hereby at all times fully
perfected, superior to all other interests, and in full force and effect.
Pledgor shall, promptly and routinely, without necessity of any request from
Agent, provide Agent with copies of all documents pertaining to the Collateral,
financing statements regarding the Collateral, and other information regarding
the Collateral which would normally be of interest to a prudent person in the
position of the Agent or the Purchasers.
(e) The
jurisdiction of organization and organizational number of Pledgor is as set
forth on Schedule B attached hereto. As of the date hereof,
Pledgor does not have or operate under, nor has it had or operated under, in
any
jurisdiction at any time prior to the date hereof, any name except its legal
name as set forth on the signature pages hereto, nor has Pledgor ever been
organized under the laws of any jurisdiction other than the jurisdiction
specified on Schedule B attached hereto. Pledgor shall not change its
legal name, assume or operate in any jurisdiction under any trade, fictitious
or
other name or change its jurisdiction of organization unless (i) it shall have
given to the Agent not less than 60 days' prior written notice of its commencing
to do so, clearly describing such new name and the jurisdictions in which such
new name shall be used or such new jurisdiction of organization and providing
such other information in connection therewith as the Agent may reasonably
request and (ii) with respect to such new name or jurisdiction of organization,
Pledgor shall have taken all reasonable action, reasonably satisfactory to
the
Agent, to maintain the security interest of the Purchasers in the Collateral
intended to be granted hereby at all times fully perfected and in full force
and
effect. As of the date hereof, Pledgor has no trade
names.
(f) Pledgor
is the legal and beneficial owner of the Collateral free and clear of any lien
or security interest (except the liens and security interests created herein),
and Pledgor has not sold, granted any option with respect to, assigned,
transferred or otherwise disposed of any of its rights or interests in or to
such Collateral.
(g) No
effective financing statement or other document similar in effect covering
all
or any part of Pledgor's portion of the Collateral is on file in any recording
office, except such as may have been filed in favor of the Purchasers relating
to this Agreement, and Pledgor has not authorized the filing of any such
financing statement or other document. Pledgor will not, without the
prior written consent of the Agent, authorize or authenticate any such financing
statements after the date hereof, and there will not ever be on file in any
public office, any enforceable financing statement or statements covering any
or
all of the Collateral, except financing statements filed or to be filed in
favor
of the Purchasers.
(h) Except
for consents and authorizations previously obtained by the Pledgor, no consent,
authorization, approval or other action by, and no notice to or filing with,
any
governmental authority or any other Person is required: (i) for the valid
execution, delivery and performance by Pledgor of this Agreement; (ii) for
the
pledge by Pledgor of a security interest in the Collateral or for the granting,
perfection and maintenance of the liens and security interests created hereby
and the first priority nature of such liens and security interests (other than
the timely and proper filing of financing statements and continuation statements
related thereto); or (iii) for the exercise by the Agent of the voting or other
rights provided for in this Agreement or the remedies in respect of Pledgor's
portion of the Collateral pursuant to this Agreement (except as may be required
in connection with such disposition by laws affecting the offering and sale
of
securities generally).
(i) This
Agreement has been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor, enforceable
against Pledgor in accordance with its terms, except to the extent that the
enforceability hereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by equitable principles (regardless of whether enforcement is
sought in equity or at law). Pledgor warrants and represents, however, that
no
equitable interests in the Collateral exist now, or will ever exist, in any
Person other than Pledgor.
(j) Except
for any conflicts which have been previously waived in writing, the execution,
delivery and performance of this Agreement is not in conflict with and does
not
violate any instrument or agreement to which Pledgor is a party or by which
Pledgor is bound, including without limitation, the organizational agreements
of
Exploration Holdings.
(k) Pledgor
covenants and agrees that it will defend at Pledgor’s own expense, with counsel
of the Purchasers’ choosing, the Purchasers’ right, title and security interest
in and to the Collateral and the proceeds thereof against the claims and demands
of all persons whomsoever, and Pledgor covenants and agrees that it will have
like title to and right to pledge any other property at any time hereafter
pledged by Pledgor to the Purchasers as Collateral hereunder and will likewise
defend the right thereto and the security interest therein of the
Purchasers.
(l) Pledgor
is not currently, and at no time in the past has been, in default or violation
of any provisions of Exploration Holding's limited liability company agreement
or otherwise in default or violation thereunder. None of the Pledged
Securities is subject to any defense, offset or counterclaim, nor have any
of
the foregoing been asserted or alleged against Pledgor by any Person with
respect thereto.
(m) Except
as permitted by the Agent, Pledgor will not sell, assign, or otherwise dispose
of, grant any option with respect to, or pledge, grant a security interest
in or
otherwise encumber any of the Collateral or any interest therein, or suffer
any
of the same to exist, and any sale, assignment, option, pledge, security
interest or other encumbrance or disposition of any nature whatsoever made
in
violation of this covenant shall be a nullity and of no force and effect, and
upon demand of the Agent, shall forthwith be canceled or satisfied by an
appropriate instrument in writing binding on all adverse claimants.
(n) Pledgor
shall give the Agent prompt notice of any claim relating to Pledgor's portion
of
the Collateral. Pledgor shall deliver to the Agent a copy of each
written demand, notice or document received by it which may adversely affect
the
Purchasers’ interest in Pledgor's portion of the Collateral promptly upon, but
in any event within five days after, Pledgor's receipt thereof.
(o) Pledgor
has received all consents and approvals, if any, required by the terms of any
of
Pledgor's portion of the Collateral to the sale or transfer hereunder of such
Collateral, or Pledgor's interest and rights therein, to the Purchasers (except
as may be required in connection with such disposition by laws affecting the
offering and sale of securities generally).
(p) The
Pledgor shall not withdraw as a member of Exploration Holding, or file or pursue
or take any action which may, directly or indirectly, cause a dissolution or
liquidation of or with respect to Exploration Holding or seek a partition of
any
property of Exploration Holding, except as permitted by the Note
Agreement.
The
representations and warranties set forth in this Section 2.01 shall survive
the
execution and delivery of this Agreement.
ARTICLE
III
Affirmative
and Negative Covenants
Pledgor
covenants and agrees with Purchasers that until the Obligations are satisfied
and performed in full:
Section
3.01 [Intentionally Left Blank].
Section
3.02. Encumbrances. Pledgor
shall not create, permit, or suffer to exist, and shall defend the Collateral
against, any lien, security interest, or other encumbrance on the Collateral
except the pledge and security interest of Purchasers hereunder and the pledge
and security interests referenced in Section 1.02 above, and shall defend
Pledgor's rights in the Collateral and Purchasers’ security interest in the
Collateral against the claims of all persons or entities
whatsoever.
Section
3.03. Sale of
Collateral. Pledgor shall not sell,
assign, or otherwise dispose of the Collateral or any part thereof, or attempt
to sell, assign, or otherwise dispose of the Collateral or any part thereof,
without the prior written consent of the Agent.
Section
3.04. Further
Assurances.
(a) At
any time and from time to time, upon the request of the Agent, and at the sole
expense of Pledgor, Pledgor shall promptly execute and deliver all such further
instruments and documents and take such further action as the Agent may deem
necessary or desirable to preserve and perfect its security interest in the
Collateral and carry out the provisions and purposes of this Agreement,
including, without limitation, the execution and/or filing of such financing
statements as the Agent may require (and any such filing is hereby authorized
by
Pledgor). A carbon, photographic, or other reproduction of this
Agreement or of any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement and may be filed as a
financing statement.
(b) In
addition to performing its obligations under Section 3.04 (a) above, Pledgor
will, upon acquiring any additional Pledged Securities, promptly (and in any
event within ten days) deliver to the Agent a Supplement to Pledge Agreement,
duly executed by such Pledgor, in substantially the form of Annex A
hereto (each, a "Supplement to Pledge Agreement"), identifying such additional
Pledged Securities. Pledgor hereby authorizes the Agent to attach
each Supplement to Pledge Agreement to this Agreement and agrees that all
additional Pledged Securities listed on any Supplement to Pledge Agreement
(including any schedules(s) thereto) delivered to the Agent shall for all
purposes hereunder constitute Collateral. Pledgor will, at the
request of the Agent, deliver an opinion of counsel, in form and substance
reasonably satisfactory to the Agent, as to the validity and perfection of
the
security interest granted in the Collateral identified in any Supplement to
Pledge Agreement (including any schedule(s) thereto) and the proceeds
thereof.
Section
3.05. Obligations. Pledgor
shall duly and punctually pay and perform the Obligations, including
without limitation, the obligations of Pledgor under this
Agreement.
Section
3.06. Notification. Pledgor
shall promptly notify the Agent of (i) any lien, security interest,
encumbrance or claim made or threatened against the Collateral, (ii) any
material change in the Collateral, including, without limitation, any
material decrease in the value of the Collateral, (iii) any material information
that a prudent person in the position of the Agent or the Purchasers would
want
to know, and (iv) the occurrence or existence of any Event of Default
(hereinafter defined) or the occurrence or existence of any condition or event
that, with the giving of notice or lapse of time or both, would be an Event
of
Default.
Section
3.07. Compliance
with
Laws. Pledgor shall comply with all
applicable laws, rules, regulations, and orders of any court or governmental
authority.
ARTICLE
IV
Rights
of Purchasers and Pledgor
Section
4.01. Voting
Rights. So long as no Event of Default (as
hereinafter defined) shall have occurred and be continuing and this Agreement
is
in force and effect, Pledgor shall be entitled to exercise any voting and other
consensual rights relating or pertaining to the Collateral or any part
thereof provided, however, that no vote shall be cast or consent,
waiver or ratification given or action taken that would be inconsistent with
or
violate any provision of this Agreement or any other Transaction Document,
nor
will any vote be cast or consent, waiver or ratification given or action taken
that would, at the time of the vote, knowingly have the probability of reducing
the value of the Collateral or the proceeds from the Collateral. Upon
the occurrence and during the continuance of an Event of Default, at the sole
option of the Agent, all voting rights shall thereupon become vested in the
Purchasers or their assignee, who shall thereupon have the sole right to
exercise or to assign the right to exercise such voting and other consensual
rights.
Section
4.02. Dividends;
Distributions. Until an Event of Default occurs and is continuing,
Pledgor shall be entitled to receive, retain and use any and all dividends,
distributions and other payments paid in respect of the Collateral to the extent
not otherwise prohibited hereby or by the Purchase Agreement or the other
Transaction Documents; provided, however, that any and all
(A) dividends,
distributions and other amounts paid or payable other than in cash in respect
of, and instruments and other property (including, without limitation, limited
liability company interests in Exploration Holdings) received, receivable or
otherwise distributed in respect of, or in exchange for, any of the
Collateral;
(B) dividends
or distributions hereafter paid or payable in cash in respect of any of the
Collateral in connection with a partial or total liquidation or dissolution;
and
(C) cash
paid, payable or otherwise distributed in redemption of, or in exchange for,
any
Pledgor's portion of the Collateral;
shall
be,
and shall be forthwith delivered to the Agent to hold as, Collateral and shall,
if received by Pledgor, be received in trust for the benefit of the Purchasers,
be segregated from the other property or funds of Pledgor and be forthwith
delivered to the Agent as Collateral in the same form as so received (with
any
necessary endorsement).
Section
4.03. Exercise of
Rights. Upon the occurrence and during the continuance
of an Event of Default:
(i) the
Agent shall, without notice to Pledgor, transfer or register in the name of
the
Purchasers or any of their nominees any or all certificates, if any, of the
Collateral held by the Agent on behalf of the Purchasers hereunder, and the
Agent may thereafter, after delivery of notice to Pledgor, exercise all voting
and limited liability company rights with respect to the Collateral (in each
such case whether exercisable at any meeting of the issuer of that Collateral
or
by written consent or otherwise) and any and all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to any of
the
Collateral, as if it were the absolute owner thereof, including, without
limitation, the right to exchange at its discretion any and all of the
Collateral upon the merger, consolidation, reorganization, recapitalization
or
other readjustment of the issuer of that Collateral or upon the exercise by
the
applicable Pledgor or the Agent of any right, privilege or option pertaining
to
any certificates of the Collateral, and in connection therewith, to deposit
and
deliver any and all of the Collateral with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions
as it
may determine, all without liability except to account for property actually
received by it, but the Agent shall have no duty to exercise any of the
aforesaid rights, privileges or options, and the Agent shall not be responsible
for any failure to do so or delay in so doing.
(ii) All
rights of each Pledgor to exercise the voting and other consensual rights which
it would otherwise be entitled to exercise pursuant to Section 4.01 hereof
and
to receive the dividends, distributions and other payments which it would
otherwise be authorized to receive and retain pursuant to Section 4.02 hereof
shall cease, and all such rights shall thereupon become vested in the Agent
which shall thereupon have the sole right to exercise such voting and other
consensual rights and to receive and hold as Collateral such dividends,
distributions and other payments on behalf of the Purchasers.
(iii) All
dividends, distributions or other payments which are received by Pledgor
contrary to the provisions of this Article shall be received in trust by the
Agent for the benefit of the Purchasers, shall be segregated from other funds
of
Pledgor, and shall be forthwith paid over to the Agent for the benefit of the
Purchasers as Collateral in the same form as so received (with any necessary
endorsement).
(iv) Pledgor
shall execute and deliver (or cause to be executed and delivered) to the Agent
all such instruments as the Agent may reasonably request for the purpose of
enabling the Agent to exercise the voting and other rights to which it is
entitled to exercise on behalf of the Purchasers pursuant to this Article and
to
receive the dividends, distributions or other payments which it is entitled
to
receive and retain on behalf of the Purchasers pursuant to this
Article.
Section
4.04. Agent Appointed
Attorney-in-Fact. Pledgor hereby irrevocably designates,
makes, constitutes and appoints the Agent as Pledgor's attorney-in-fact, with
full authority in the place and stead of Pledgor and in the name of Pledgor
or
otherwise, from time to time in the Agent's discretion, to take any action
and
to execute any agreement, document or instrument which the Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation:
(a) upon
the occurrence and during the continuance of an Event of Default, to ask,
demand, collect, xxx for, recover, compromise, receive and give acquittance
and
receipts for monies due and to become due under or in connection with the
Collateral;
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and Security Agreement
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10
(b) upon
the occurrence and during the continuance of an Event of Default, to receive,
indorse and collect any drafts or other instruments, documents and chattel
paper, in connection therewith; and
(c) upon
the occurrence and during the continuance of an Event of Default, to file any
claims or take any action or institute any proceedings that the Agent may deem
necessary or desirable for the collection of any of the Collateral or otherwise
to enforce the rights of the Purchasers with respect to any of the
Collateral.
Section
4.05. Performance
by
Agent of Pledgor's Obligations. If
Pledgor fails to perform or comply with any of the agreements contained herein
and Agent shall cause performance of or compliance with such agreement, the
expenses of Agent, together with interest thereon at the Default Rate (as
defined in the Convertible Notes) shall be payable by Pledgor to Agent on demand
and shall constitute Obligations secured by this Agreement.
Section
4.06. Possession;
Reasonable Care. The powers conferred on the Agent
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon Agent to exercise any such powers. Except for
the safe custody of any Collateral in its possession and the accounting for
monies actually received by it hereunder, the Agent have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral. The
Agent shall hold in its possession all Collateral pledged, assigned or
transferred hereunder, except as from time to time any documents or instruments
may be required for recordation or for the purpose of enforcing or realizing
upon any right or value thereby represented. The Agent may, from time
to time, in its sole discretion, appoint one or more agents (which in no case
shall be a Pledgor or an affiliate of a Pledgor) to hold physical custody,
for
the account of the Purchasers, of any or all of the Collateral. The
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which the Agent accords its own property,
it being understood that the Agent shall not have any responsibility for (a)
ascertaining or taking action with respect to calls, conversions, warrants,
exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not the Agent has or is deemed to have knowledge of such matters,
or
(b) taking any necessary steps to preserve rights against any parties with
respect to any Collateral.
Section
4.07. Release of
Collateral. The Agent shall release the
Collateral upon the terms and conditions set forth in the Convertible Notes
and
the Purchase Agreement.
ARTICLE
V
Default
Section
5.01. Events of
Default. Each of the following shall be
deemed an "Event of Default":
(a) an
Event of Default occurs under terms of the Convertible Notes;
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and Security Agreement
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(b) Any
representation or warranty made or deemed made by Pledgor in this Agreement
or
in any certificate, report, notice, or statement furnished at any time in
connection with this Agreement or the Convertible Notes is false, misleading,
or
erroneous in any material respect on the date when made or deemed to have been
made.
(c) Pledgor
shall fail to perform, observe, or comply with any covenant, agreement or term
contained in this Agreement and such failure continues, without cure, for twenty
(20) days after written notice to Pledgor.
(d) Pledgor
or Exploration Holding (or any of same) shall commence a voluntary proceeding
seeking liquidation, reorganization, or other relief with respect to itself
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian, or other similar official of it or a substantial part
of
its property or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it or shall make a general assignment for the
benefit of creditors or shall generally fail to pay its debts as they become
due
or shall take any corporate action to authorize any of the
foregoing.
(e) An
involuntary proceeding shall be commenced against Pledgor or Exploration Holding
seeking liquidation, reorganization, or other relief with respect to it or
its
debts under any bankruptcy, insolvency or other similar law now or hereafter
in
effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or a substantial part of its
property, and such involuntary proceeding shall remain undismissed and unstayed
for a period of thirty (30) days.
Section
5.02. Rights and
Remedies. Upon the occurrence of an
Event of Default, and subject to the notice and opportunity to cure (if any)
required by the Convertible Notes, the Agent shall have all of the rights and
remedies set forth in this Agreement, the Convertible Notes, the Purchase
Agreement and any other Transaction Document and additionally shall have
following rights and remedies:
(i) The
Agent may declare the Obligations or any part thereof immediately due and
payable, without demand, presentment, notice of dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
protest, or any other notice whatsoever, all of which are hereby expressly
waived by Pledgor; provided, however, that upon the occurrence of an Event
of
Default under Section 5.01(d) or Section 5.01(e) of this Agreement, the
Obligations shall become immediately due and payable without demand,
presentment, notice of dishonor, notice of acceleration, notice of intent
to accelerate, notice of intent to demand, protest, or any other notice
whatsoever, all of which are hereby expressly waived by
Pledgor;
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(ii) In
addition to all other rights and remedies granted to the Purchasers in this
Agreement and in any other instrument or agreement securing, evidencing, or
relating to the Obligations, the Agent shall have all of the rights and remedies
of a secured party under the Uniform Commercial Code in force in the State
of
Texas as of the date of this Agreement. Without limiting the
generality of the foregoing, the Agent may (A) without demand or notice to
Pledgor, collect, receive, or take possession of the Collateral or any part
thereof, (B) sell or otherwise dispose of the Collateral, or any part
thereof, in one or more parcels at public or private sale or sales, at the
Agent’s offices or elsewhere, for cash or on credit, and/or (C) bid and
become a purchaser at any sale free of any right or equity of redemption in
Pledgor, which right or equity is hereby expressly waived and released by
Pledgor. Upon the request of the Agent, Pledgor shall assemble the
Collateral and make it available to the Agent at any place designated by
the Agent. Pledgor agrees that the Agent shall not be obligated to
give more than five (5) days written notice of the time and place of any public
sale or of the time after which any private sale may take place and that such
notice shall constitute reasonable notice of such matters. The Agent
shall not be obligated to make any sale of the Collateral regardless of notice
of sale having been given. The Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. Any cash held by the Agent as
Collateral and all cash proceeds received by the Agent in respect of any sale
of, collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Agent, be held by the Agent as collateral for,
and/or be applied then or at any time thereafter to the Obligations in the
order
and manner as Agent may elect. Any surplus of such cash or cash
proceeds held by the Agent and remaining after payment in full of all the
Obligations shall be paid over to Pledgor or to whomever may be lawfully
entitled to receive such surplus. Pledgor shall be liable for all
expenses of retaking, holding, preparing for sale, or the like, and all
attorneys' fees and other expenses incurred by Agent in connection with the
collection of the Obligations and the enforcement of Purchasers’ rights under
this Agreement, all of which expenses and fees shall constitute additional
Obligations secured by this Agreement. Pledgor shall remain liable
for any deficiency if the proceeds of any sale or disposition of the Collateral
are insufficient to pay the Obligations;
(iii) The
Agent may cause any or all of the Collateral held by it to be transferred
into the name of the Purchasers or the name or names of the Purchasers’ nominee
or nominees;
(iv) The
Agent shall be entitled to receive all cash and non-cash dividends payable
in
respect of the Collateral on behalf of the Purchasers;
(v) The
Agent shall have the right, but shall not be obligated to, exercise or cause
to
be exercised all voting rights and corporate powers in respect of the
Collateral on behalf of the Purchasers, and Pledgor shall deliver to the
Agent, if requested by the Agent, irrevocable proxies with respect to the
Collateral in form satisfactory to the Agent;
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(vi) Pledgor
hereby acknowledges and confirms that the Agent may be unable to effect a public
sale of any or all of the Collateral by reason of certain prohibitions contained
in the Securities Act of 1933, as amended, and applicable state securities
laws
and may be compelled to resort to one or more private sales thereof to a
restricted group of purchasers who will be obligated to agree, among other
things, to acquire any shares of the Collateral for their own respective
accounts for investment and not with a view to distribution or resale
thereof. Pledgor further acknowledges and confirms that any such
private sale may result in prices or other terms less favorable to Pledgor
or
other seller than if such sale were a public sale and, notwithstanding such
circumstances, agree that any such private sale shall be deemed to have been
made in a commercially reasonable manner, and the Agent shall be under no
obligation to take any steps in order to permit the Collateral to be sold at
a
public sale. The Agent shall be under no obligation to delay a sale
of any of the Collateral for any period of time necessary to permit any issuer
thereof to register such Collateral for public sale under the Securities
Act of 1933, as amended, or under applicable state securities laws, or to delay
a sale of any of the Collateral for any other reason. Pledgor hereby
waives any claims against the Agent or Purchasers arising by reason of the
fact
that the price at which the Collateral may have been sold at such private sale
was less than the price which might have been obtained at a public sale or
was
less than the Obligations even if the Agent accepts the first offer received
and
does not offer the Collateral to more than one offeree (and the Agent, the
Purchasers or any affiliates of the Purchasers may be the only offeree and
the
purchaser of the Collateral); and
(vii) On
any sale of the Collateral, the Agent is hereby authorized to comply with any
limitation or restriction compliance with which is necessary, in the view
of the Agent's counsel, in order to avoid any violation of applicable law or
in
order to obtain any required approval of the purchaser or purchasers by any
applicable governmental authority.
Section
5.03. Security
Interest Absolute. All rights of the
Purchasers hereunder and in and to the Collateral, and all obligations of
Pledgor hereunder, shall be absolute and unconditional irrespective
of:
(a) any
lack of validity or enforceability of the Convertible Notes, any agreement
with
respect to any of the Obligations or any other agreement or instrument relating
to any of the foregoing;
(b) any
change in the time, manner or place of payment of, or in any other term of,
all
or any of the Obligations or any other amendment or waiver of or any consent
to
any departure from this Agreement or any other agreement or instrument;
or
(c) any
sale, exchange, release or nonperfection of any other collateral, or any release
of any guarantor or any person liable in any manner for the collection of any
of
the Obligations or any amendment or waiver of or consent to or departure from
the Convertible Notes or any guaranty for all or any of the
Obligations.
Section
5.04. Waiver and
Consent.
(a) Pledgor
consents and agrees that the Agent may in its absolute and sole discretion,
at
any time and from time to time, without notice or demand, and without affecting
the enforceability or security hereof: (i) create new Obligations or
supplement, modify, amend, extend, increase, decrease, renew, accelerate or
otherwise change the Obligations or any of their terms; (ii) supplement, modify,
amend, or waive any provision of, or enter into or give any agreement, approval
or consent with respect to the Convertible Notes; (iii) accept new or additional
instruments, documents or agreements in exchange for or relative to any of
the
Obligations or any part thereof or for the Convertible Notes; (iv) accept
payments on the Obligations; (v) receive and hold additional security or
guaranties for the Obligations or any part thereof; (vi) release, reconvey,
terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute,
transfer or enforce any security or guarantees and apply any security and direct
the order or manner of sale thereof; (vii) release any person from any personal
liability with respect to the Obligations or any part thereof; and (viii)
settle, release on terms satisfactory to the Agent or by operation of applicable
laws or otherwise liquidate or enforce any Obligations and any security or
guaranty in any manner, and consent to the transfer of any
security.
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(b) Upon
the occurrence and during the continuance of an Event of Default, and subject
to
the notice and opportunity to cure (if any) required by the Convertible Notes,
the Agent may enforce this Agreement independently from any other document
and
independently of any other remedy, security or guaranty the Purchasers at any
time may have or hold in connection with the Obligations, and it shall not
be
necessary for the Agent to marshal assets in favor of Pledgor or any other
person or to proceed upon or against and/or exhaust my other security or remedy
before proceeding to enforce this Agreement. Pledgor expressly agrees
that the Agent may proceed against any or all of the Collateral or guaranties
for the Obligations in such order and in such manner as Agent shall determine
in
Agent’s sole and absolute discretion. The Agent may file a separate
action or actions against Pledgor, whether action is brought or prosecuted
with
respect to any other security or against any other person, or whether any other
person is joined in any such action or actions. Pledgor agrees that the Agent
and other guarantor, if any, of the Obligations ("Other Guarantor") may deal
with each other in connection with the Obligations or otherwise, or alter any
contracts or agreements now or hereafter existing between or among any of them,
in any manner whatsoever, all without in any way altering or affecting the
security of this Agreement. Pledgor expressly waives the benefit of
any statute(s) of limitations affecting its liability hereunder or the
enforcement of the Obligations or the lien or security interest created or
granted herein. The Purchasers’ rights hereunder shall be reinstated
and revived, and the enforceability of this Agreement shall continue, with
respect to any amount at any time paid on account of the Obligations that
thereafter shall be required to be restored or returned by the Purchasers upon
the bankruptcy, insolvency or reorganization of Pledgor, or Exploration Holding,
or other any other Person, all as though such amount had not been
paid.
(c) Pledgor
expressly waives any and all defenses now or hereafter arising or asserted
by
reason of (i) any disability or other defense of any Other Guarantor with
respect to the Obligations (ii) the failure of priority of any security for
the
Obligations (iii) the cessation from any cause whatsoever of the liability
of
any Other Guarantor (other than by reason of the full payment and performance
of
all Obligations, (iv) any failure of the Agent to give notice of sale or other
disposition of any property securing the Obligations to Pledgor or any other
person or any defect in any notice that may be given in connection with any
sale
or disposition of any property securing the Obligations, (v) any failure of
the
Agent to comply with applicable laws in connection with the sale or other
disposition of any property securing the Obligations, including, without
limitation, any failure of the Agent to conduct a commercially reasonable sale
or other disposition of any property securing the Obligations, (vi) any act
or
omission of the Agent or others that directly or indirectly results in or aids
the discharge or release of any Other Guarantor or the Obligations or any other
security or guaranty therefor by operation of law or otherwise, (vii) any law
that provides that the obligation of a surety or guarantor must neither be
larger in amount nor in other respects more burdensome than that of the
principal or that reduces a surety's or guarantor's obligation in proportion
to
the principal's obligation, (viii) any failure of the Agent to file or enforce
a
claim in any bankruptcy or other proceeding with respect to any person, (xi)
the
election by the Agent, in any bankruptcy proceeding of any person, of the
application or nonapplication of Section 1111(b)(2) of the United States
Bankruptcy Code, (x) any extension of credit or the grant of any lien under
Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (xi) any use of cash
collateral under Section 363 of the United States Bankruptcy Code, (xii) any
agreement or stipulation with respect to the provision of adequate protection
in
any bankruptcy proceeding of any person, (xiii) the avoidance of any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, liquidation
or
dissolution proceeding of any Person, including any discharge of, or bar or
stay
against collecting, all or any of the Obligations in or as a result of any
such
proceeding, or (xiv) any action taken by the Agent that is authorized by this
Section, this Agreement, or any other provision of the Convertible
Notes.
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ARTICLE
VI
Miscellaneous
Section
6.01. Expenses;
Indemnification. Pledgor agrees to pay
on demand all costs and expenses incurred by the Agent in connection with the
preparation, negotiation, and execution of this Agreement and any and all
amendments, modifications, and supplements hereto. Pledgor agrees to
pay and to hold Purchasers and Agent harmless from and against all excise,
sales, stamp, or other taxes and all fees payable in connection with this
Agreement or the transactions contemplated hereby, and agree to hold the
Purchasers and Agent harmless from and against any and all present or future
claims or liabilities with respect to or resulting from Pledgor performing
or
delaying in performing their obligations under this Agreement.
Section
6.02. No Waiver;
Cumulative Remedies. No failure on the
part of the Agent to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power, or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise
of
any right, power, or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right, power, or
privilege. The rights and remedies provided for in this Agreement are
cumulative and not exclusive of any rights and remedies provided by
law.
Section
6.03. Successors
and
Assigns. This Agreement shall be
binding upon and inure to the benefit of Pledgor and Purchasers and their
respective heirs, successors, and assigns, except that Pledgor may not assign
any of its rights or obligations under this Agreement without the prior written
consent of the Agent in which may be given or withheld in the Agent’s sole
discretion. The Agent may not assign this Agreement to any assignee
or transferee. Each Purchaser, however, may assign its rights and
obligations under this Agreement to any assignee or transferee to
which its Convertible Note is assigned or transferred in compliance with the
terms of such Convertible Note.
Section
6.04. Amendment;
Entire Agreement. This Agreement
embodies the entire agreement among the parties hereto and supersedes all prior
agreements and understandings, if any, relating to the subject matter
hereof. The provisions of this Agreement may be amended or waived
only by an instrument in writing signed by the parties hereto.
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Section
6.05. Notices. Any
notice, consent, or other communication required or permitted to be given under
this Agreement to the Agent or Purchasers or Pledgor must be in writing and
delivered in person, or mailed by registered or certified mail, return receipt
requested, postage prepaid, or sent by facsimile transmission with evidence
of
receipt if also sent by registered or certified mail, return receipt requested,
postage prepaid as follows:
|
To
Agent:
|
Ironman
PI Fund (QP), LP
|
|
|
Attn: Xxxxx
Xxxx
|
|
0000
Xxxxxxxxx, Xxxxx 000
|
|
|
Xxxxxxxx,
XX 00000
|
|
|
000-000-0000
|
|
|
FAX:
(000) 000-0000
|
|
|
To
Pledgor:
|
Petrosearch
Energy Corporation
|
|
000
Xxxxxx Xxxxx, Xxxxx 000
|
|
|
Xxxxxxx,
Xxxxx 00000
|
|
|
FAX: (000)
000-0000
|
Any
such
notice, consent, or other communication shall be deemed given when delivered
in
person, or if sent by facsimile transmission as provided above, on the day
the
transmission was received if before 5:00 p.m. local time that day (or on the
next day, if received after 5:00 p.m. local time) or, if mailed, when duly
deposited in the mails. It shall be a violation of this Agreement for Pledgor
to
refuse to sign for and receive any registered or certified mail.
Section
6.06. Choice
of Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas, without regard
to
principles of conflict of laws. In any action between or among any of
the parties, whether arising out of this Agreement or otherwise, each of the
parties irrevocably consents to the exclusive jurisdiction and venue of the
federal and state courts located in Xxxxxx County,
Texas.
Section
6.07. Headings. The
headings, captions, and arrangements used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.
Section
6.08. Survival of
Representations and Warranties. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by the Agent shall affect the
representations and warranties made by Pledgor or the right of Agent to rely
upon them.
Section
6.09. Execution.
This Agreement may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing
(or
on whose behalf such signature is executed) with the same force and effect
as if
such facsimile or “.pdf” signature page were an original
thereof.
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Section
6.10. Severability. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement, and any such prohibition or unenforceability
in
any jurisdiction shall not invalidate or render unenforceable such provision
in
any other jurisdiction.
[SIGNATURES
APPEAR ON THE FOLLOWING PAGE.]
Pledge
and Security Agreement
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Executed
as of the Effective Date above written.
|
PLEDGOR
|
PETROSEARCH
ENERGY CORPORATION
|
||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
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Xxxxxxx
Xxxx, President and CEO
|
|||
|
AGENT
|
IRONMAN
PI FUND (QP), LP
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||
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By:
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Ironman
Energy Partners, LP,
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||
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By:
|
Ironman
Capital Management, LLC,
|
||
|
its
General Partner
|
|||
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By:
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/s/
G. Xxxxx Xxxx
|
||
|
G.
Xxxxx Xxxx, President
|
|||
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PURCHASERS
|
IRONMAN
PI FUND (QP), LP
|
||
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By:
|
Ironman
Energy Partners, LP,
|
||
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By:
|
Ironman
Capital Management, LLC,
|
||
|
its
General Partner
|
|||
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By:
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/s/
G. Xxxxx Xxxx
|
||
|
G.
Xxxxx Xxxx, President
|
|||
|
WELLINGTON
TRUST COMPANY, N.A.
ON
BEHALF OF MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST,
MICRO
CAP EQUITY PORTFOLIO
|
||
|
By:
Wellington Management Company, LLP as investment
adviser
|
||
|
By:
|
/s/ Xxxxx
Xxxxxxx
|
|
|
Name:
|
Xxxxx
Xxxxxxx
|
|
|
Title:
|
Vice
President and Counsel
|
|
|
Address:
|
00
Xxxxx Xxxxxx
|
|
|
Xxxxxx,
XX 00000
|
||
Signature
Page to Pledge and Security Agreement
|
WELLINGTON
TRUST COMPANY, N.A.
ON
BEHALF OF MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST,
MICRO
CAP EQUITY PORTFOLIO
|
||
|
By:
Wellington Management Company, LLP as investment
adviser
|
||
|
By:
|
/s/ Xxxxx
Xxxxxxx
|
|
|
Name:
|
Xxxxx
Xxxxxxx
|
|
|
Title:
|
Vice
President and Counsel
|
|
|
Address:
|
00
Xxxxx Xxxxxx
|
|
|
Xxxxxx,
XX 00000
|
||
|
CROSSCAP
PARTNERS, LP
|
|||
|
By:
|
/s/
Xxxx Xxxxxxxxx
|
||
|
Xxxx
Xxxxxxxxx
|
|||
|
Address:
|
0000
Xxx Xxxxxx, Xxxxx 000
|
||
|
Xxxxxxx,
Xxxxx 00000
|
|||
|
CROSSCAP
PARTNERS ENHANCED, LP
|
|||
|
By:
|
/s/
Xxxx Xxxxxxxxx
|
||
|
Xxxx
Xxxxxxxxx
|
|||
|
Address:
|
0000
Xxx Xxxxxx, Xxxxx 000
|
||
|
Xxxxxxx,
Xxxxx 00000
|
|||
|
XXXXXXX
X. X’XXXXXX
|
||
|
/s/
Xxxxxxx X. X’Xxxxxx
|
||
|
Xxxxxxx
X. X’Xxxxxx, Individually
|
||
|
Address:
|
0000
Xxxxxxx Xxxxx Xxxxx
|
|
|
#00,
Xxxx 0000
|
||
|
Xxxxxx
Xxxxxx, Xxxxxxx 00000
|
||
Signature
Page to Pledge and Security Agreement
|
X.
XXXXX X’XXXXXX
|
||
|
/s/
X. Xxxxx X’Xxxxxx
|
||
|
X.
Xxxxx X’Xxxxxx, Individually
|
||
|
Address:
|
0000
Xxxxxx Xxxxxx Xxxxx
|
|
|
Xxxxxx,
Xxxxxxxx 00000
|
||
|
XXX
X. XXXX
|
||
|
/s/
Xxx X. Xxxx
|
||
|
Xxx
X. Xxxx, Individually
|
||
|
Address:
|
0000
Xxxxxxx Xxxx
|
|
|
Xxxxxxxx,
Xxxxxxxx 00000
|
||
|
XXX
X. XXXX
|
||
|
/x/
Xxx X. Xxxx
|
||
|
Xxx
X. Xxxx, Individually
|
||
|
Address:
|
000
Xxxxxxxxx Xxxxx
|
|
|
Xxxxxxxx,
Xxxxxxxxx 00000
|
||
|
XXXX
X. XXXXX III AND XXXXXXX X. XXXXX
|
|||
|
By:
|
/s/
Xxxx X. Xxxxx, III
|
||
|
Xxxx
X. Xxxxx III, Individually, and on behalf of Xxxxxxx X.
Xxxxx, his Wife
|
|||
|
Address:
|
0000
Xxxxxxxx Xxxx Xxxxxx
|
||
|
Xxxxxxxxxxx,
Xxxxxxxx 00000
|
|||
|
XXXXXXXXX
HOLDINGS, LP
|
|||
|
/s/
Xxx X. Xxxxxxxxx, Xx.
|
|||
|
By:
|
Xxx
X. Xxxxxxxxx, Xx.
|
||
|
Title:
|
|||
|
Address:
|
0000
Xxx Xxxxxx Xxxxxx, Xxxxx 0000
|
||
|
Xxxxxxx,
Xxxxx 00000
|
|||
|
XXXXX
X. XXXXXXX
|
||
|
/s/
Xxxxx X. Xxxxxxx
|
||
|
Xxxxx
X. Xxxxxxx, Individually
|
||
|
Address:
|
0000
Xxxxxxx Xxxxx
|
|
|
Xxxxxxx,
Xxxxx 00000
|
||
Signature
Page to Pledge and Security Agreement
ACCEPTANCE
AND ACKNOWLEDGMENT
Exploration
Holding Co., L.L.C. hereby
accepts and acknowledges the Agent, on behalf of and for the benefit of the
Purchasers, as the assignee, pursuant to this Agreement, of the 5.00% membership
interests in Exploration Holding Co., L.L.C. owned by Pledgor, and Exploration
Holding Co., L.L.C. agrees that the interests of the Agent, on behalf of and
for
the benefit of the Purchasers, shall be promptly and duly registered in the
books and records of Exploration Holding Co., L.L.C.
|
EXPLORATION
HOLDING CO., L.L.C.
|
||
|
By:
|
/s/
Xxxxxxx Xxxx
|
|
|
Xxxxxxx
Xxxx, President
|
||
Signature
Page to Pledge and Security
Agreement
