STOCK PLEDGE AGREEMENT
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This Stock Pledge Agreement (this "Agreement"), dated as of November 1,
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2006, among Laurus Master Fund, Ltd. (the "Pledgee"), Petrosearch Energy Corp.,
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a Nevada corporation (the "Company"), and each of the other undersigned parties
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(other than the Pledgee) (the Company and each such other undersigned party, a
"Pledgor" and collectively, the "Pledgors").
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BACKGROUND
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Xxxxxxx Petrosearch, Inc., a Texas corporation ("Xxxxxxx"), has entered
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into a Securities Purchase Agreement, dated as of the date hereof (as amended,
modified, restated or supplemented from time to time, the "Securities Purchase
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Agreement"), pursuant to which the Pledgee provides or will provide certain
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financial accommodations to Xxxxxxx.
In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Securities Purchase Agreement and to
secure Xxxxxxx'x obligations and indebtedness to Pledgee, each Pledgor has
agreed to pledge and grant a security interest in the collateral described
herein to the Pledgee on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Defined Terms. All capitalized terms used herein which are not
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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
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punctual payment and performance of (the following clauses (a) through (c),
collectively, the "Obligations") (a) the obligations under the Securities
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Purchase Agreement and the Related Agreements referred to in the Securities
Purchase Agreement (the Securities Purchase Agreement and the Related
Agreements, as each may be amended, restated, modified and/or supplemented from
time to time, collectively, the "Documents"), (b) the obligations and
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liabilities of Xxxxxxx to Pledgee under the Secured Term Note dated as the date
hereof made by Xxxxxxx in favor of Pledgee; and (c) all other obligations and
liabilities of Xxxxxxx and each Pledgor to the Pledgee whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (in each case, irrespective
of the genuineness, validity, regularity or enforceability of such Obligations,
or of any instrument evidencing any of the Obligations or of any collateral
therefor or of the existence or extent of such collateral, and irrespective of
the allowability, allowance or disallowance of any or all of such in any case
commenced by or against Xxxxxxx and/or any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx
Code, including, without limitation, obligations of Xxxxxxx and each Pledgor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case), each Pledgor
hereby pledges, assigns, hypothecates, transfers and grants a security interest
to Pledgee in all of the following (the "Collateral"):
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(a) the shares of stock set forth on Schedule A annexed hereto and
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expressly made a part hereof (together with any additional shares of stock or
other equity interests acquired by any Pledgor, the "Pledged Stock"), the
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certificates representing the Pledged Stock and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;
(b) all additional shares of stock of any issuer (each, an
"Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any
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manner, including, without limitation, stock dividends or a distribution in
connection with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and
(c) all options and rights, whether as an addition to, in
substitution of or in exchange for any shares of any Pledged Stock and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.
3. Delivery of Collateral. All certificates representing or evidencing
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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 assignments in blank, all in form and substance satisfactory to
Pledgee. Each Pledgor hereby authorizes the Issuer upon demand by the Pledgee to
deliver any certificates, instruments or other distributions issued in
connection with the Collateral directly to the Pledgee, in each case to be held
by the Pledgee, subject to the terms hereof. Upon the occurrence and during the
continuance of an Event of Default (as defined below), the Pledgee shall have
the right, during such time in its discretion and without notice to the Pledgor,
to transfer to or to register in the name of the Pledgee or any of its nominees
any or all of the Pledged Stock. In addition, the Pledgee shall have the right
at such time to exchange certificates or instruments representing or evidencing
Pledged Stock for certificates or instruments of smaller or larger
denominations.
4. Representations and Warranties of each Pledgor. Each Pledgor jointly
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and severally represents and warrants to the Pledgee (which representations and
warranties shall be deemed to continue to be made until all of the Obligations
have been paid in full and each Document and each agreement and instrument
entered into in connection therewith has been irrevocably terminated) that:
(a) the execution, delivery and performance by each Pledgor of
this Agreement and the pledge of the Collateral hereunder do not and will not
result in any violation of any agreement, indenture, instrument, license,
judgment, decree, order, law, statute, ordinance or other governmental rule or
regulation applicable to any Pledgor;
(b) this Agreement constitutes the legal, valid, and binding
obligation of each
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Pledgor enforceable against each Pledgor in accordance with its terms;
(c) (i) all Pledged Stock owned by each Pledgor is set forth on
Schedule A hereto and (ii) each Pledgor is the direct and beneficial owner of
each share of the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly
authorized, validly issued and are fully paid and nonassessable;
(e) no consent or approval of any person, corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the execution, delivery and performance of this Agreement, (ii) the
exercise by the Pledgee of any rights with respect to the Collateral or (iii)
the pledge and assignment of, and the grant of a security interest in, the
Collateral hereunder;
(f) there are no pending or, to the best of Pledgor's knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral;
(g) each Pledgor has the requisite power and authority to enter
into this Agreement and to pledge and assign the Collateral to the Pledgee in
accordance with the terms of this Agreement;
(h) each Xxxxxxx owns each item of the Collateral and, except for
the pledge and security interest granted to Pledgee hereunder, the Collateral
shall be, immediately following the closing of the transactions contemplated by
the Documents, free and clear of any other security interest, mortgage, pledge,
claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens");
(i) there are no restrictions on transfer of the Pledged Stock
contained in the certificate of incorporation or by-laws (or equivalent
organizational documents) of the Issuer or otherwise which have not otherwise
been enforceably and legally waived by the necessary parties;
(j) none of the Pledged Stock has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject;
(k) the pledge and assignment of the Collateral and the grant of a
security interest under this Agreement vest in the Pledgee all rights of each
Pledgor in the Collateral as contemplated by this Agreement; and
(1) the Pledged Stock constitutes one hundred percent (100%) of
the issued and outstanding shares of capital stock of each Issuer.
5. Covenants. Each Pledgor jointly and severally covenants that, until
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the
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Obligations shall be indefeasibly satisfied in full and each Document and each
agreement and instrument entered into in connection therewith is irrevocably
terminated:
(a) No Pledgor will sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor will
any Pledgor create, incur or permit to exist any Lien whatsoever with respect to
any of the Collateral or the proceeds thereof other than that created hereby.
(b) Each Pledgor will, at its expense, defend Pledgee's right,
title and security interest in and to the Collateral against the claims of any
other party.
(c) Each Pledgor shall at any time, and from time to time, upon
the written request of Pledgee, execute and deliver such further documents and
do such further acts and things as Pledgee may reasonably request in order to
effectuate the purposes of this Agreement including, but without limitation,
delivering to Pledgee, upon the occurrence of an Event of Default, irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee. Until
receipt thereof, upon an Event of Default that has occurred and is continuing
beyond any applicable grace period, this Agreement shall constitute Pledgor's
proxy to Pledgee or its nominee to vote all shares of Collateral then registered
in each Pledgor's name.
(d) No Pledgor will consent to or approve the issuance of (i) any
additional shares of any class of capital stock or other equity interests of the
Issuer; or (ii) any securities convertible either voluntarily by the holder
thereof or automatically upon the occurrence or nonoccurrence of any event or
condition into, or any securities exchangeable for, any such shares, unless, in
either case, such shares are pledged as Collateral pursuant to this Agreement.
6. Voting Rights and Dividends. In addition to the Pledgee's rights and
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remedies set forth in Section 8 hereof, the Pledgee shall (i) be entitled to
vote the Collateral, (ii) be entitled to give consents, waivers and
ratifications in respect of the Collateral (each Pledgor hereby irrevocably
constituting and appointing the Pledgee, with full power of substitution, the
proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be
entitled to collect and receive for its own use cash dividends paid on the
Collateral. No Pledgor shall be permitted to exercise or refrain from exercising
any voting rights or other powers if, in the reasonable judgment of the Pledgee,
such action would have a material adverse effect on the value of the Collateral
or any part thereof; and, provided, further, that each Pledgor shall give at
least five (5) days written notice of the manner in which such Pledgor intends
to exercise, or the reasons for refraining from exercising, any voting rights or
other powers other than with respect to any election of directors and voting
with respect to any incidental matters. All dividends and all other
distributions in respect of any of the Collateral shall be delivered to the
Pledgee to hold as Collateral and shall, if received by any Pledgor, be received
in trust for the benefit of the Pledgee, be segregated from the other property
or funds of any other Pledgor, and be forthwith delivered to the Pledgee as
Collateral in the same form as so received (with any necessary endorsement).
7. Event of Default. An "Event of Default" under this Agreement shall
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occur upon the happening of any of the following events:
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(a) An "Event of Default" under any Document or any agreement or
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note related to any Document shall have occurred and be continuing beyond any
applicable cure period;
(b) Any Pledgor shall default in the performance of any of its
obligations under any Document, including, without limitation, this Agreement,
and such default shall not be cured during the cure period applicable thereto;
(c) Any representation or warranty of any Pledgor made herein, in
any Document or in any agreement, statement or certificate given in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
or misleading in any material respect;
(d) Any portion of the Collateral is subjected to a levy of
execution, attachment, distraint or other judicial process or any portion of the
Collateral is the subject of a claim (other than by the Pledgee) of a Lien or
other right or interest in or to the Collateral and such levy or claim shall not
be cured, disputed or stayed within a period of fifteen (15) business days after
the occurrence thereof; or
(e) Xxxxxxx or any Pledgor shall (i) apply for, consent to, or
suffer to exist the appointment of, or the taking of possession by, a receiver,
custodian, trustee, liquidator or other fiduciary of itself or of all or a
substantial part of its property, (ii) make a general assignment for the benefit
of creditors, (iii) commence a voluntary case under any state or federal
bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt
or insolvent, (v) file a petition seeking to take advantage of any other law
providing for the relief of debtors, (vi) acquiesce to, or fail to have
dismissed, within thirty (30) days, any petition filed against it in any
involuntary case under such bankruptcy laws, or (vii) take any action for the
purpose of effecting any of the foregoing.
8. Remedies. In case an Event of Default shall have occurred and is
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continuing, the Pledgee may:
(a) Transfer any or all of the Collateral into its name, or into
the name of its nominee or nominees;
(b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by the Issuer of
any right, privilege or option pertaining to any of the Collateral, and, in
connection therewith, to deposit and deliver any and all of the Collateral with
any committee, depository, transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability except
to account for property actually received by it; and
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(c) Subject to any requirement of applicable law, sell, assign and
deliver the whole or, from time to time, any part of the Collateral at the time
held by the Pledgee, at any private sale or at public auction, with or without
demand, advertisement or notice of the time or place of sale or adjournment
thereof or otherwise (all of which are hereby waived, except such notice as is
required by applicable law and cannot be waived), for cash or credit or for
other property for immediate or future delivery, and for such price or prices
and on such terms as the Pledgee in its sole discretion may determine, or as may
be required by applicable law.
Each Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity of
redemption. All moneys received by the Pledgee hereunder, whether upon sale of
the Collateral, or any part thereof or otherwise, shall be held by the Pledgee
and applied by it as provided in Section 10 hereof. No failure or delay on the
part of the Pledgee in exercising any rights hereunder shall operate as a waiver
of any such rights nor shall any single or partial exercise of any such rights
preclude any other or future exercise thereof or the exercise of any other
rights hereunder. The Pledgee shall have no duty as to the collection or
protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Pledgee may exercise
its rights with respect to property held hereunder without resort to other
security for or sources of reimbursement for the Obligations. In addition to the
foregoing, Pledgee shall have all of the rights, remedies and privileges of a
secured party under the Uniform Commercial Code of New York (the "UCC")
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regardless of the jurisdiction in which enforcement hereof is sought.
9. Private Sale. Each Pledgor recognizes that the Pledgee may be unable
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to effect (or to do so only after delay which would adversely affect the value
that might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act of
1933, as amended (the "Securities Act"), and may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire such Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. Each
Pledgor agrees that any such private sale may be at prices and on terms less
favorable to the seller than if sold at public sales and that such private sales
shall be deemed to have been made in a commercially reasonable manner. Each
Pledgor agrees that the Pledgee has no obligation to delay sale of any
Collateral for the period of time necessary to permit the Issuer to register the
Collateral for public sale under the Securities Act.
10. Proceeds of Sale. The proceeds of any collection, recovery,
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receipt, appropriation, realization or sale of the Collateral shall be applied
by the Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of the Pledgee and to the reimbursement of the Pledgee for the prior
payment of such costs, reasonable expenses and charges incurred in connection
with the care and safekeeping of the Collateral (including, without limitation,
the reasonable expenses of any sale or any other disposition of any of the
Collateral), attorneys' fees and reasonable expenses, court costs, any other
fees or expenses incurred or expenditures or advances made by Pledgee in the
protection, enforcement or exercise
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of its rights, powers or remedies hereunder;
(b) Second, to the payment of the Obligations, in whole or in
part, in such order as the Pledgee may elect, whether or not such Obligations
are then due;
(c) Third, to such persons, firms, corporations or other entities
as required by applicable law including, without limitation, Section 9-615(a)(3)
of the UCC; and
(d) Fourth, to the extent of any surplus to the Pledgors or as a
court of competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Obligations,
each Pledgor shall be jointly and severally liable for the deficiency plus the
costs and fees of any attorneys employed by Pledgee to collect such deficiency.
11. Waiver of Marshaling. Each Pledgor hereby waives any right to
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compel any marshaling of any of the Collateral.
12. No Waiver. Any and all of the Pledgee's rights with respect to the
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Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the bankruptcy, insolvency or reorganization of any Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by the Pledgee in reference to any of the Obligations.
Each Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if such Pledgor had expressly agreed
thereto in advance. No delay or extension of time by the Pledgee in exercising
arty power of sale, option or other right or remedy hereunder, and no failure by
the Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice the Pledgee's right to take any action against any
Pledgor or to exercise any other power of sale, option or any other right or
remedy.
13. Expenses. The Collateral shall secure, and each Pledgor shall pay
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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 the Pledgee under this Agreement or
with respect to any of the Obligations.
14. The Pledgee Appointed Attorney-In-Fact and Performance by the
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Pledgee. Upon the occurrence of an Event of Default, each Pledgor hereby
irrevocably constitutes and appoints the Pledgee as such Pledgor's true and
lawful attorney-in-fact, with full power of substitution, to execute,
acknowledge and deliver any instruments and to do in such Pledgor's name, place
and stead, all such acts, things and deeds for and on behalf of and in the name
of such Xxxxxxx, which such Xxxxxxx could or might do or which the Pledgee may
deem necessary, desirable or
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convenient to accomplish the purposes of this Agreement, including, without
limitation, to execute such instruments of assignment or transfer or orders and
to register, convey or otherwise transfer title to the Collateral into the
Pledgee's name. Each Pledgor hereby ratifies and confirms all that said
attorney-in--fact may so do and hereby declares this power of attorney to be
coupled with an interest and irrevocable. If any Pledgor fails to perform any
agreement herein contained, the Pledgee may itself perform or cause performance
thereof, and any costs and expenses of the Pledgee incurred in connection
therewith shall be paid by the Pledgors as provided in Section 10 hereof.
15. WAIVERS. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED
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BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN LAURUS, AND/OR ANY COMPANY ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION
WITH THIS AGREEMENT, ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO.
16. Recapture. Notwithstanding anything to the contrary in this
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Agreement, if the Pledgee receives any payment or payments on account of the
Obligations, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under the
United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors' rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Pledgee, each Pledgor's obligations to the Pledgee shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall have been made to Pledgee, which payment shall be due on demand.
17. Captions. All captions in this Agreement are included herein for
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convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
18. Miscellaneous.
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(a) This Agreement constitutes the entire and final agreement
among the parties with respect to the subject matter hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties hereto.
(b) No waiver of any term or condition of this Agreement, whether
by delay, omission or otherwise, shall be effective unless in writing and signed
by the party sought to be charged, and then such waiver shall be effective only
in the specific instance and for the purpose for which given.
(c) In the event that any provision of this Agreement or the
application thereof
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to any Pledgor or any circumstance in any jurisdiction governing this Agreement
shall, to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform to
such statute, regulation or rule of law, and the remainder of this Agreement and
the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall same affect
the validity or enforceability of any other provision of this Agreement.
(d) This Agreement shall be binding upon each Pledgor, and each
Pledgor's successors and assigns, and shall inure to the benefit of the Pledgee
and its successors and assigns.
(e) All notices, requests and demands hereunder shall be in
writing and shall be deemed to have been duly given or made (i) when delivered,
if by hand, (ii) three (3) days after being sent, postage prepaid, if by
registered or certified mail, (iii) when confirmed electronically on a business
day, if by facsimile, or (iv) when delivered, if by a recognized overnight
delivery service, to the undersigned at the numbers and/or address set forth
beneath the signature of the undersigned or as subsequently changed by the
undersigned in a written notice delivered in accordance with this Section 18 and
to Laurus at:
Laurus Master Fund, Ltd.
c/o M&C Corporate Services Limited
X.X. Xxx 000 XX
Xxxxxx Xxxxx
Xxxxxx Xxxx
South Church Street
Grand Cayman, Cayman Islands
Facsimile: 000-000-0000
with a copy to:
Xxxx X. Xxxxxx, Esq.
000 Xxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
and to:
Xxxxx Xxxxx
Xxxxxxxx & Xxxxxx, LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: 000-000-0000
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(f) THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH- THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
(g) EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY
PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE, ON THE OTHER HAND, PERTAINING TO THIS
AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH
PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND
FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE PLEDGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR
ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH PLEDGOR
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN SECTION 18(e) ABOVE AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE SUCH
PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAILS, PROPER POSTAGE PREPAID.
(h) It is understood and agreed that any person or entity that
desires to become a Pledgor hereunder, or is required to execute a counterpart
of this Agreement after the date hereof pursuant to the requirements of any
Document, shall become a Pledgor hereunder by (x) executing a Joinder Agreement
in form and substance satisfactory to the Pledgee, (y) delivering supplements to
such exhibits and annexes to such Documents as the Pledgee shall reasonably
request and/or set forth in such joinder agreement and (z) taking all actions as
specified in this Agreement as would have been taken by such Pledgor had it been
an original party to this Agreement, in each case with all documents required
above to be delivered to the Pledgee and with all documents and actions required
above to be taken to the reasonable satisfaction of the Pledgee.
(i) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which when taken together
shall constitute one and
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the same agreement. Any signature delivered by a party by facsimile transmission
shall be deemed an original signature hereto.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first written above.
PETROSEARCH ENERGY CORP.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: President and CEO
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Address:
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000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Phone: 000-000-0000
Facsimile: 000-000-0000
LAURUS MASTER FUND, LTD.
By: /s/ illegible
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Name: illegible
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Title: illegible
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12
SCHEDULE A to the Stock Pledge Agreement
Pledged Stock
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Stock Number % of
Class of Certificate of outstanding
Pledgor Issuer Stock Number Par Value Shares Shares
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Xxxxxxx
Petrosearch Petrosearch,
Energy Corp. Inc. Common 1 $0.001 5,500 100%
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13
IRREVOCABLE STOCK OR BOND POWER
FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and transfer
to
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IF STOCK, COMPLETE THIS SECTION:
shares of the stock of
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represented by Certificate(s) No.(s) inclusive, standing in
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the name of the undersigned on the books of said Company.
IF BONDS, COMPLETE THIS PORTION:
bonds of in the principal
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amount of $ , No(s) inclusive
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standing in the name of the undersigned on the books of said Company.
The undersigned does (do) hereby irrevocably constitute and appoint
as attorney to transfer the said stock or bond(s), as the case may
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be, on the books of said Company, with full power of substitution in the
premises.
DATED: NOVEMBER , 2006
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Sign here
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SIGNATURE GUARANTEED BY
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Name:
14
