Insider Pledge And Escrow Agreement Sample Contracts

Airbee Wireless – Amendment Number 1 to Insider Pledge and Escrow Agreement (October 4th, 2006)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

Insider Pledge and Escrow Agreement (September 26th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (this "Agreement") is made and entered into as of September 11, 2006 (the "Effective Date") by and among WAYNE ALLYN ROOT (the "Pledgor"), CSI BUSINESS FINANCE, INC. (the "Pledgee"), GWIN, INC., a Delaware corporation (the "Company"), and KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP, as escrow agent ("Escrow Agent").

Delek Resources, Inc. – Contract (August 4th, 2006)

EXECUTION COPY INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of August 1, 2006 (the "Effective Date") by and among LEONARD STERNHEIM (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), DELEK RESOURCES, INC., a Florida corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to Two Million Dollars ($2,000,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, no par value per share (the "Common Stock") (as converted, the "Conversion Shares"); WHEREAS, to induce

Insider Pledge and Escrow Agreement (July 14th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of July 10, 2006 (the "Effective Date") by and among NEW CREATION OUTREACH (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), SAVI CORP., a Nevada corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

Phelps Engineered Plastics Corp. – Insider Pledge and Escrow Agreement (April 10th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of August ___, 2005 (the "Effective Date") by and among CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Pledgee"), CLAYTON DUNNING GROUP, INC., (Formerly, Phelps Engineered Plastics Corp.), a Nevada corporation (the "Company"), ROBERT C. LAU AND PATRICIA D. LAU TENANTS BY THE ENTIRETY, KENNETH E. SIDLER, ROADRUNNER INC., JOSEPH O. GEBRON, ARA PROVDIAN, DAVID S. SANDUCCI, and ADAM C. HENG (collectively the "Pledgors" and individually the "Pledgor"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

Pacer Health – Insider Pledge and Escrow Agreement (April 7th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of April 1, 2006 (the "Effective Date") by and among RAINIER GONZALEZ (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), PACER HEALTH CORPORATION, a Florida corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

Ivi Communications – Contract (March 31st, 2006)

EXHIBIT 10.22 INSIDER PLEDGE AND ESCROW AGREEMENT ----------------------------------- THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of March 27, 2006 (the "Effective Date") by and among CHARLES ROODENBURG (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: --------- WHEREAS, the IVI Communications, Inc. (the "Company"), a Nevada corporation Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to Six Hundred Thousand Dollars ($600,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's com

Ivi Communications – Contract (March 31st, 2006)

EXHIBIT 10.21 INSIDER PLEDGE AND ESCROW AGREEMENT ----------------------------------- THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of March 27, 2006 (the "Effective Date") by and among NYHL HENSON (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: --------- WHEREAS, the IVI Communications, Inc. (the "Company"), a Nevada corporation Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to Six Hundred Thousand Dollars ($600,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common sto

Contract (March 10th, 2006)

INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of March 8, 2006 (the "Effective Date") by and among DEAN GARFINKEL (the "Pledgor"), MONTGOMERY EQUITY PARTNERS, LTD. (the "Pledgee"), COMPLIANCE SYSTEMS CORPORATION, a Nevada corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to One Million Dollars ($1,000,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (as converted, the "Conversion Shares"); and

Contract (March 10th, 2006)

INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of March 8, 2006 (the "Effective Date") by and among BARRY BROOKSTEIN (the "Pledgor"), MONTGOMERY EQUITY PARTNERS, LTD. (the "Pledgee"), COMPLIANCE SYSTEMS CORPORATION, a Delaware corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to One Million Dollars ($1,000,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (as converted, the "Conversion Shares");

Insider Pledge and Escrow Agreement (January 12th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the Agreement) is made and entered into as of January 9, 2006 (the Effective Date) by and among BRASWELL ENTERPRISES LP (the Pledgor), CORNELL CAPITAL PARTNERS, LP (the Pledgee), i2 TELECOM INTERNATIONAL, INC., a Washington corporation (the Company), and DAVID GONZALEZ, ESQ., as escrow agent (Escrow Agent).

Insider Pledge and Escrow Agreement (January 12th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the Agreement) is made and entered into as of January 9, 2006 (the Effective Date) by and among AL BRASWELL (the Pledgor), CORNELL CAPITAL PARTNERS, LP (the Pledgee), i2 TELECOM INTERNATIONAL, INC., a Washington corporation (the Company), and DAVID GONZALEZ, ESQ., as escrow agent (Escrow Agent).

Insider Pledge and Escrow Agreement (January 12th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the Agreement) is made and entered into as of January 9, 2006 (the Effective Date) by and among HUBERT PHIPPS (the Pledgor), CORNELL CAPITAL PARTNERS, LP (the Pledgee), i2 TELECOM INTERNATIONAL, INC., a Washington corporation (the Company), and DAVID GONZALEZ, ESQ., as escrow agent (Escrow Agent).

Insider Pledge and Escrow Agreement (January 12th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the Agreement) is made and entered into as of January 9, 2006 (the Effective Date) by and among PAUL ARENA (the Pledgor), CORNELL CAPITAL PARTNERS, LP (the Pledgee), i2 TELECOM INTERNATIONAL, INC., a Washington corporation (the Company), and DAVID GONZALEZ, ESQ., as escrow agent (Escrow Agent).

Earthshell Corp – Contract (January 11th, 2006)

INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of December 30, 2005 (the "Effective Date") by and among CORNELL CAPITAL PARTNERS, LP ("Cornell" or the "Pledgee"), EARTHSHELL CORPORATION, a Delaware corporation (the "Company"), BENTON WILCOXON (the "Pledgor") and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, on March 23, 2005, Cornell, the Company, the Pledgor, and the Escrow Agent entered into a Pledge and Escrow Agreement, as amended on May 26, 2005 (the "Pledge and Escrow Agreement") pursuant to which the Pledgor pledged shares of common stock of Composite Technology Corporation ("CTC") to secure a loan made by the Pledgee to the Company in a principal amount of $2,500,000. The parties desire to terminate the Pledge and Escrow Agreement and replace it with this Agreement; WHEREAS, in connection with

Ignis Petroleum Group – Insider Pledge and Escrow Agreement (January 10th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of January 5, 2006 (the "Effective Date") by and among PHILIPP BUSCHMANN and MICHAEL PIAZZA (collectively, the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), IGNIS PETROLEUM GROUP, INC., a Nevada corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

Airbee Wireless – Insider Pledge and Escrow Agreement (January 5th, 2006)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the Agreement) is made and entered into as of December 29, 2005 (the Effective Date) by and among Sundaresan Raja, E. Eugene Sharer and Ramanujam Satagopan each being an officer of the Company (the Pledgors), CORNELL CAPITAL PARTNERS, LP (the Pledgee), AIRBEE WIRELESS, INC., a Delaware corporation (the Company), and DAVID GONZALEZ, ESQ., as escrow agent (Escrow Agent).

Sensor System Solutions Inc – Contract (January 4th, 2006)

Exhibit 10.6 INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of December 23, 2005 (the "Effective Date") by and among MICHAL YOUNG (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), SENSOR SYSTEM SOLUTIONS, INC., a Nevada corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to One Million Dollars ($1,000,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock") (as conver

Warp 9 Inc – Contract (December 29th, 2005)

INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of December ___, 2005 (the "Effective Date") by and among JONATHAN LEI (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), ROAMING MESSENGER, INC., a Nevada corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to One Million Two Hundred Thousand Dollars ($1,200,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (as converted, the "Conversion Shares"); WHEREAS, to induce the

Sensor System Solutions Inc – Contract (October 18th, 2005)

INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of October 6, 2005 (the "Effective Date") by and among MICHAL YOUNG (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), SENSOR SYSTEM SOLUTIONS, INC., a Nevada corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to Six Hundred Thousand Dollars ($600,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock") (as converted, the "Conversion Shares"); WHEREAS, to induce the Pledgee to enter into

Contract (September 13th, 2005)

EXHIBIT 10.45 INSIDER PLEDGE AND ESCROW AGREEMENT ----------------------------------- THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of September 9, 2005 (the "Effective Date") by and among CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), CORD BLOOD AMERICA, INC., a Florida corporation (the "Company"), MATTHEW L. SCHISSLER (the "Pledgor") and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: --------- WHEREAS, in order to secure the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Company's obligations (the "Obligations") to the Pledgee or any successor to the Pledgee under this Agreement, the Securities Purchase Agreement of even date herewith between the Pledgor and the Pledgee (the "Securities Purchase Agreement"), the Convertible

Poseidis Inc – Contract (September 1st, 2005)

EXHIBIT 10.6 INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of August 26, 2005 (the "Effective Date") by and among LOUIS PARDAU DIT PARDO (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), POSEIDIS, INC., a Florida corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to Three Hundred Thousand Dollars ($300,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") (as converted, the "Conve

Poseidis Inc – Contract (September 1st, 2005)

EXHIBIT 10.7 INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of August 26, 2005 (the "Effective Date") by and among CHRISTOPHE GIOVANNETTI (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), POSEIDIS, INC., a Florida corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to Three Hundred Thousand Dollars ($300,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") (as conve

Poseidis Inc – Contract (September 1st, 2005)

EXHIBIT 10.8 INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of August 26, 2005 (the "Effective Date") by and among DMI JOAILLERIE PARIS (the "Pledgor"), CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), POSEIDIS, INC., a Florida corporation (the "Company"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, the Company shall issue and sell to the Pledgee, as provided in the Securities Purchase Agreement of even date herewith between the Company and the Pledgee (the "Securities Purchase Agreement"), and the Pledgee shall purchase up to Three Hundred Thousand Dollars ($300,000) of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") (as converted, the "Conve

Orchestra Therapeutics Inc – Insider Pledge and Escrow Agreement (August 9th, 2005)

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the Agreement) is made and entered into as of August 4, 2005 (the Effective Date) by and among CHESHIRE ASSOCIATES LLC (the Pledgor), CORNELL CAPITAL PARTNERS, LP (the Pledgee), THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the Company), and DAVID GONZALEZ, ESQ., as escrow agent (Escrow Agent).