AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
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This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") is effective
as of October 12, 2005 (the "Effective Date") by and between Cornell Capital
Partners, LP (the "Pledgee"), GreenShift Corporation (F/K/A GreenWorks
Corporation) (the "Pledgor") and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow
Agent"). For the purposes hereof, "Transaction Documents" means the Securities
Purchase Agreement of even date herewith between the Obligor and the Holder and
any other agreement delivered in connection with this Agreement or existing
between the parties hereto prior to the date hereof, including, without
limitation, the Convertible Debenture dated April 1, 2005 in the principal
amount of $2,535,611, the Convertible Debenture dated July 15, 2005 in the
principal amount of $565,000, the Convertible Debenture of even date herewith in
the principal amount of $1,475,000, the Amended and Restated Stock Pledge
Agreement of even date herewith, the Amended and Restated Security Agreement of
even date herewith, the Amended and Restated Registration Rights Agreement of
even date herewith, the Escrow Agreement of even date herewith, the Irrevocable
Transfer Agent Instructions of even date herewith, and any other instrument or
contract existing between the parties on or before the date hereof
RECITALS:
WHEREAS, The Secured Party is the holder of (i) that certain Amended and
Restated Secured Convertible Debenture dated April 1, 2005, in the principal
amount of $2,535,611, (ii) that certain Convertible Debenture dated July 15,
2005 in the principal amount of $565,000, and (iii) that certain Convertible
Secured Debenture of even date herewith in the aggregate amount of $1,475,000
(collectively, the "Convertible Debentures"), which are convertible into shares
of the Company's common stock, par value $0.001 (the "Common Stock") (as
converted, the "Conversion Shares"), in the respective amounts set forth
opposite each Buyer(s) name on Schedule I attached to the Securities Purchase
Agreement; and
WHEREAS, to induce the Secured Party to purchase the Convertible Debentures and
enter into all ancillary agreements and documents, the Company hereby grants to
the Secured Party a security interest in and to the pledged property identified
on Exhibit "A" hereto (collectively referred to as the "Pledged Property") until
the satisfaction of the Obligations, as defined herein below.
WHEREAS, Pledgor and Pledgee have agreed upon the identity of the Escrow Agent
and upon the form of this Agreement; and
WHEREAS, the Escrow Agent has consented to act under this Agreement for the
purposes herein provided.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
1. Defined Terms. All capitalized terms used herein which are not
defined shall have the meanings given to them in the Securities Purchase
Agreement.
2. Pledge and Grant of Security Interest. To secure the full and
punctual payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the (a) obligations under the Convertible
Debentures and the other Transaction Documents and (b) all other indebtedness,
obligations and liabilities of Pledgor to Pledgee whether now existing or
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hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively,
the "Indebtedness"), Pledgor hereby pledges, assigns, hypothecates, transfers
and grants a security interest to Pledgee in all of the following (the
"Collateral"):
(a) the shares of stock set forth on Schedule A annexed hereto
and expressly made a part hereof (the "Pledged Stock"), the certificates
representing the Pledged Stock and all dividends, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock;
(b) all additional shares of stock of any issuer of the Pledged
Stock (the "Issuer") from time to time acquired by the Pledgor in any manner,
including, without limitation, stock dividends or a distribution in connection
with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and
(c) all options and rights, whether as an addition to, in
substitution of or in exchange for any shares of the Pledged Stock and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.
(d) The Pledgor shall at all times, and subject only to the
default provisions hereof, continue to be legal and record owner of the
Collateral.
3. Delivery of Collateral. All certificates representing or
evidencing the Pledged Stock shall be delivered to and held by or on behalf of
Pledgee pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Pledgee. Upon an Event of Default under any of the Secured Debentures that has
occurred and is continuing beyond any applicable grace period, Pledgee shall
have the right, during such time in its discretion, after having provided notice
to the Pledgor pursuant to the terms hereof, to transfer to or to register in
the name of Pledgee or any of its nominees any or all of the Pledged Stock. In
addition, Pledgee shall have the right at such time to exchange certificates or
instruments representing or evidencing Pledged Stock for certificates or
instruments of smaller or larger denominations.
4. Representations and Warranties of Pledgor. Pledgor represents and
warrants to Pledgee (which representations and warranties shall be deemed to
continue to be made until all of the Indebtedness has been paid in full) that:
(a) The execution, delivery and performance by Pledgor of this
Agreement and the pledge of the Collateral hereunder do not and will not result
in any violation of any agreement, indenture, instrument, license, judgment,
decree, order, law, statute, ordinance or other governmental rule or regulation
applicable to Pledgor.
(b) This Agreement constitutes the legal, valid, and binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms.
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(c) Pledgor is the direct and exclusive beneficial owner of
each share of the Collateral.
(d) All of the shares of the Pledged Stock have been duly
authorized, validly issued and are fully paid and nonassessable.
(e) No consent or approval of any person, corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the execution, delivery and performance of this Agreement, (ii) the
exercise by Pledgee of any rights with respect to the Collateral or (iii) the
pledge and assignment of, and the grant of a security interest in, the
Collateral hereunder.
(f) There are no pending or, to the best of Pledgor's
knowledge, threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral.
(g) Pledgor has the requisite power and authority to enter into
this Agreement and to pledge and assign the Collateral to Pledgee in accordance
with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for
the pledge and security interest granted to Pledgee hereunder, the Collateral
shall be, immediately following the closing of the transactions contemplated by
the Securities Purchase Agreements, free and clear of any other security
interest, pledge, claim, lien, charge, hypothecation, assignment, offset or
encumbrance whatsoever (collectively, "Liens").
(i) There are no restrictions on transfer of the Pledged Stock
contained in the certificate of incorporation or by-laws of the Issuer or
otherwise which have not otherwise been enforceably and legally waived by the
necessary parties.
(j) None of the Pledged Stock has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.
(k) The pledge and assignment of the Collateral and the grant
of a security interest under this Agreement vest in Pledgee all rights of
Pledgor in the Collateral as contemplated by this Agreement.
5. Covenants. Pledgor covenants that, until the Indebtedness shall be
satisfied in full:
(a) Pledgor will not sell, assign, transfer, convey, or
otherwise dispose of its rights in or to the Collateral or any interest therein;
nor will Pledgor create, incur or permit to exist any Lien whatsoever with
respect to any of the Collateral or the proceeds thereof other than that created
hereby.
(b) Pledgor will, at its expense, defend Pledgee's right, title
and security interest in and to the Collateral against the claims of any other
party.
(c) Pledgor shall at any time, and from time to time, upon the
written request of Pledgee, execute and deliver such further documents and do
such further acts and things as Pledgee may reasonably request in order to
effect the purposes of this Agreement including, but without limitation,
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delivering to Pledgee upon the occurrence of an Event of Default irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee.
6. Voting Rights and Dividends. In addition to Pledgee's rights and
remedies set forth in Section 9 hereof, in case an Event of Default under any of
the Secured Debentures shall have occurred and be continuing beyond any
applicable cure period, Pledgee shall, unless waived, be entitled to collect and
receive for its own use cash dividends paid on the Collateral, and the Pledgor
shall continue to the Collateral and be entitled to give consents, waivers and
ratifications in respect of the Collateral, to the extent of any Collateral that
has not been liquidated pursuant to the terms hereof. Following the occurrence
of an Event of Default, all dividends and all other distributions in respect of
any of the Collateral, shall be delivered to Pledgee to hold as Collateral and
shall, if received by the Pledgor, be received in trust for the benefit of
Pledgee, be segregated from the other property or funds of the Pledgor, and be
forthwith delivered to Pledgee as Collateral in the same form as so received
(with any necessary endorsement).
7. Concerning the Escrow Agent.
(a) The Escrow Agent undertakes to perform only such duties as
are expressly set forth herein and no implied duties or obligations shall be
read into this Agreement against the Escrow Agent.
(b) The Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be genuine, may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument, and may assume that any person purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly authorized to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution, or
validity of any instrument deposited in this escrow, nor as to the identity,
authority, or right of any person executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates, monies, instruments,
or other documents received by it as such escrow Pledgee, and for the
disposition of the same in accordance with the written instruments accepted by
it in the escrow.
(c) Pledgee and Pledgor hereby agree, jointly and severally, to
defend and indemnify the Escrow Agent and hold it harmless from any and all
claims, liabilities, losses, actions, suits, or proceedings at law or in equity,
or any other expenses, fees, or charges of any character or nature which it may
incur or with which it may be threatened by reason of its acting as Escrow Agent
under this Agreement, except where arising out of willful misconduct or gross
negligence; and in connection therewith, to indemnify the Escrow Agent against
any and all expenses, including attorneys' fees and costs of defending any
action, suit, or proceeding or resisting any claim. The Escrow Agent shall be
vested with a lien on all property deposited hereunder, for indemnification of
attorneys' fees and court costs regarding any suit, proceeding or otherwise, or
any other expenses, fees, or charges of any character or nature, which may be
incurred by the Escrow Agent by reason of disputes arising between the makers of
this escrow as to the correct interpretation of this Agreement and instructions
given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow
Agent, regardless of the instructions aforesaid, to hold said property until and
unless said additional expenses, fees, and charges shall be fully paid. Any fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the
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Borrower, which fees and costs are specified in the Standby Equity Distribution
Agreement.
(d) If any two parties shall be in disagreement about the
interpretation of this Agreement, or about the rights and obligations, or the
propriety of any action contemplated by the Escrow Agent hereunder, the Escrow
Agent may, at its sole discretion deposit the Pledged Materials with the Clerk
of the Circuit Court of Hudson County, New Jersey, and, upon notifying all
parties concerned of such action, all liability on the part of the Escrow Agent
shall fully cease and terminate. The Escrow Agent shall be indemnified by the
Borrower and Pledgee for all costs, including reasonable attorneys' fees in
connection with the aforesaid proceeding, and shall be fully protected in
suspending all or a part of its activities under this Agreement until a final
decision or other settlement in the proceeding is received. (e) The Escrow Agent
may consult with counsel of its own choice (and the costs of such counsel shall
be paid by Borrower and Pledgee) and shall have full and complete authorization
and protection for any action taken or suffered by it hereunder in good faith
and in accordance with the opinion of such counsel. The Escrow Agent shall
otherwise not be liable for any mistakes of fact or error of judgment, or for
any actions or omissions of any kind, unless caused by its willful misconduct or
gross negligence.
(f) The Escrow Agent may resign upon thirty (30) days' written
notice to the parties in this Agreement. If a successor Escrow Agent is not
appointed within this thirty (30) day period, the Escrow Agent may petition a
court of competent jurisdiction to name a successor.
8. Event of Default. An "Event of Default" hereunder shall be deemed
to have occurred upon the occurrence of an Event of Default under the
Convertible Debentures. The Pledgee shall give the Pledgor 60 days advance
written notice of the occurrence of an Event of Default prior to taking the
actions specified in Section 9 hereof. Such notice shall be deemed delivered if
the Pledgee delivers notice under any of the Convertible Debentures or other
Transaction Documents. Such notice shall not be in addition to any notice
required under the Convertible Debentures or any of the other Transaction
Documents.
9. In case an Event of Default shall have occurred and be continuing,
the Escrow Agent shall be entitled to exercise all of the rights, powers and
remedies (whether vested in it by this Agreement or by law) for the protection
and enforcement of its rights in respect of the Collateral, including, without
limitation, all the rights and remedies of a secured party upon default under
the Uniform Commercial Code of the State of New Jersey, and the Escrow Agent
shall be entitled, without limitation, to exercise any or all of the following
rights, which each Pledgor hereby agrees to be commercially reasonable:
(i) to receive all amounts payable in respect of
the Collateral otherwise payable under Section 6 to such
Pledgor;
(ii) to transfer all or any part of the Collateral
into Escrow Agent's name or the name of its nominee or
nominees;
(iii) to accelerate any Secured Debenture which may
be accelerated in accordance with its terms, and take any
other lawful action to collect upon any Secured Debenture
(including, without limitation, to make any demand for
payment thereon);
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(iv) to vote all or any part of the Collateral (in
each case whether or not transferred into the name of
Escrow Agent) and give all consents, waivers and
ratification in respect of the Collateral and otherwise act
with respect thereto as though it were the outright owner
thereof (each Pledgor hereby irrevocably constituting and
appointing Escrow Agent the proxy and attorney-in-fact of
such Pledgor, with full power of substitution to do so);
and
(v) at any time or from time to time to sell,
assign and deliver, or grant options to purchase, all or
any part of the Collateral, or any interest therein, at any
public or private sale, without demand of performance or
advertisement or to redeem or otherwise (all of which are
hereby waived by each Pledgor), for cash, on credit or for
other property, for immediate or future delivery without
any assumption of credit risk, and for such price or prices
and on such terms as Escrow Agent in its reasonable
discretion may determine, provided that at least 10 days'
notice of the time and place of any such sale shall be
given to such Pledgor. The Pledgee shall not be obligated
to make such sale of Collateral regardless of whether any
such notice of sale has theretofore been given. Each
purchaser at any such sale shall hold the property so sold
absolutely free from any claim or right on the part of any
Pledgor, and each Pledgor hereby waives and releases to the
fullest extent permitted by law any right or equity of
redemption with respect to the Collateral, whether before
or after sale hereunder, and all rights, if any, of
marshalling the Collateral and any other security for the
Obligations or otherwise. At any such sale, unless
prohibited by applicable law, Escrow Agent may bid for and
purchase all or any part of the Collateral so sold free
from any such right or equity of redemption. The Pledgee
shall not be liable for failure to collect or realize upon
any or all of the Collateral or for any delay in so doing
nor shall it be under any obligation to take any action
whatsoever with regard thereto.
10. Remedies, etc., Cumulative. Each right, power and remedy of Escrow
Agent provided for in this Agreement or any other Documents, or now or hereafter
existing at law or in equity or by statute shall be cumulative and concurrent
and shall be in addition to every other such right, power or remedy. The
exercise or beginning of the exercise by Escrow Agent of any one or more of the
rights, powers or remedies provided for in this Agreement or any other Documents
or now or hereafter existing at law or in equity or by statute or otherwise
shall not preclude the simultaneous or later exercise by Escrow Agent of all
such other rights, powers or remedies, and no failure or delay on the part of
Escrow Agent to exercise any such right, power or remedy shall operate as a
waiver thereof. Unless otherwise required by the Documents, no notice to or
demand on any Pledgor in any case shall entitle it to any other or further
notice or demand in similar or other circumstances or constitute a waiver of any
of the rights of Escrow Agent to any other further action in any circumstances
without demand or notice. The Lender shall have the full power to enforce or to
assign or contract is rights under this Agreement to a third party.
11. Further Assurances; Power-Of-Attorney. (a) Pledgor agrees that it
will join with the Escrow Agent in executing and, at such Pledgor's own expense,
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file and refile under the Uniform Commercial Code such financing statements,
continuation statements and other documents in such offices as the Escrow Agent
may reasonably deem necessary or appropriate and wherever required or permitted
by law in order to perfect and preserve the Pledgee's security interest in the
Collateral hereunder and hereby authorizes the Escrow Agent to file financing
statements and amendments thereto relative to all or any part of the Collateral
without the signature of such Pledgor where permitted bylaw, and agrees to do
such further acts and things and to execute and deliver to the Escrow Agent such
additional conveyances, assignments, agreements and instruments as the Escrow
Agent may reasonably require or reasonably deem advisable to carry into effect
the purposes of this Agreement or to further assure and confirm unto the Pledgee
its rights, powers and remedies hereunder or thereunder.
(b) Each Pledgor hereby appoints the Escrow Agent such
Pledgor's attorney-in-fact, with full authority in the place and stead of such
Pledgor and in the name of such Pledgor or otherwise, to act from time to time
after the occurrence and during the continuance of an Event of Default in the
Escrow Agent's reasonable discretion to take any action and to execute any
instrument which the Escrow Agent may deem necessary or advisable to accomplish
the purposes of this Agreement.
12. Proceeds of Sale. The proceeds of any collection, recovery,
receipt, appropriation, realization or sale of the Collateral shall be applied
by Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of Pledgee and to the reimbursement of Pledgee for the prior payment of
such costs, reasonable expenses and charges incurred in connection with the sale
or any other disposition of any of the Collateral, as well as to the expenses of
any attorneys' fees and reasonable expenses, court costs, any other fees or
expenses incurred or expenditures or advances made by Pledgee in the protection,
enforcement or exercise of its rights, powers or remedies hereunder;
(b) Second, to the payment of the Indebtedness then due; and,
(c) Third, to the extent of any surplus to Pledgor or as a
court of competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery,
receipt, appropriation, realization or sale are insufficient to satisfy the
Indebtedness, Pledgor shall be liable for the deficiency plus the costs and fees
of any attorneys employed by Pledgee to collect such deficiency.
13. Expenses. The Collateral shall secure, and Pledgor shall pay to
Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys' fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of Pledgee under this Agreement or with
respect to any of the Indebtedness.
14. Waivers. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
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DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED
OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
15. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
16. Miscellaneous.
(a) This Agreement constitutes the entire and final agreement
among the parties with respect to the subject matter hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties hereto.
(b) No waiver of any term or condition of this Agreement,
whether by delay, omission or otherwise, shall be effective unless in writing
and signed by the party sought to be charged, and then such waiver shall be
effective only in the specific instance and for the purpose for which given.
(c) In the event that any provision of this Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this Agreement shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation, or rule of law, such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions, or circumstances other than
to whom or to which it is held invalid or unenforceable shall not be affected
thereby, nor shall same affect the validity or enforceability of any other
provision of this Agreement.
(d) This Agreement shall be binding upon Pledgor, and Pledgor's
successors and assigns, and shall inure to the benefit of Pledgee and its
successors and assigns.
(e) Any notice or other communication required or permitted
pursuant to this Agreement shall be given in accordance with the Purchase
Agreement.
(f) This Agreement shall be governed by and construed and
enforced in all respects in accordance with the laws of the State of New Jersey
applied to contracts to be performed wholly within the State of New Jersey.
(g) THE VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
JERSEY APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT STATE
EXCEPT TO THE EXTENT THAT FEDERAL LAW APPLIES. THE PARTIES HERETO AGREE THAT ANY
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DISPUTES, CLAIMS, DISAGREEMENTS, LAWSUITS, ACTIONS OR CONTROVERSIES OF ANY TYPE
OR NATURE WHATSOEVER THAT, DIRECTLY OR INDIRECTLY, ARISE FROM OR RELATE TO THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS RELATING TO THE INDUCEMENT,
CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT, SHALL BE BROUGHT IN
THE STATE OR FEDERAL COURTS LOCATED IN HUDSON COUNTY, NEW JERSEY, AND THE
PARTIES HERETO AGREE NOT TO CHALLENGE THE SELECTION OF THAT VENUE IN ANY SUCH
PROCEEDING FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, ON THE GROUNDS THAT
SUCH VENUE IS AN INCONVENIENT FORUM.
(h) Unless otherwise provided herein, all demands, notices,
consents, service of process, requests and other communications hereunder shall
be in writing and shall be delivered in person or by overnight courier service,
or mailed by certified mail, return receipt requested, addressed:
If to the Pledgee: Cornell Capital Partners, LP
101 Hudson Street -Suite 3700
Jersey City, NJ 07302
Attention: Mark Angelo
Portfolio Manager
Telephone: (201) 985-8300
Facsimile: (201) 985-8266
With a copy to: Cornell Capital Partners, LP
101 Hudson Street -Suite 3700
Jersey City, NJ 07302
Attention: Troy J. Rillo, Esq.
Managing Director
Telephone: (201) 985-8300
Facsimile: (201) 985-8266
If to the Pledgor: GreenShift Corporation.
111 Howard Street, Suite 108
Mount Arlington, New Jersey 07856
Attention: Kevin Kreisler, Chief
Executive Officer
Telephone: 973-398-8183
Facsimile: 973-398-8037
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With a copy to: Sonageri & Fallon
411 Hackensack Ave
Hackensack, New Jersey
Attention: James Sonageri, Esq.
Telephone: 201-646-1000
Facsimile: 201-646-1084
Any such notice shall be effective (a) when delivered, if delivered by hand
delivery or overnight courier service, (b) upon receipt, when sent via facsimile
(provided conformation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (c) upon expiration of
three (3) days following the date sent if sent by Federal Express (or similar
overnight courier service).
(i) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which when taken together
shall constitute one and the same agreement. Any signature delivered by a party
by facsimile transmission shall be deemed an original signature hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge Agreement
as of the date first above written.
Pledgee:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Mark Angelo
Name: Mark Angelo
Title: Portfolio Manager
Pledgor:
GREENSHIFT CORPORATION (F/K/A
GREENWORKS CORPORATION)
By: /s/ Kevin Kreisler
Name: Kevin Kreisler
Title: Chairman and
Chief Executive Officer
Escrow Agent:
By: /s/ David Gonzalez
Name: David Gonzalez, Esq.
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SCHEDULE A TO THE STOCK PLEDGE AGREEMENT
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Pledged Stock
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- -------------------------------------------- ------------------ ----------------
Issuer Class of Stock Number of Shares
- -------------------------------------------- ------------------ ----------------
Veridium Corporation Common 7,460,018
- -------------------------------------------- ------------------ ----------------
Veridium Corporation Series A Preferred 627,122
- -------------------------------------------- ------------------ ----------------
Veridium Corporation Series B Preferred 966,968
- -------------------------------------------- ------------------ ----------------
Veridium Corporation Series C Preferred 750,000
- -------------------------------------------- ------------------ ----------------
GreenWorks Engineering Corporation Common 1,500,000
- -------------------------------------------- ------------------ ----------------
Coriolis Energy Corporation Common 1,000,000
- -------------------------------------------- ------------------ ----------------
GreenShift Industrial Design Corporation Common 1,000,000
- -------------------------------------------- ------------------ ----------------
GreenShift Advanced Applications Corporation Common 1,000,000
- -------------------------------------------- ------------------ ----------------
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