AMENDMENT NO. 1 TO PLEDGE AND ESCROW AGREEMENT
Exhibit
10.18(b)
Execution
Copy
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO PLEDGE AND ESCROW AGREEMENT
(this
“Amendment”),
is
entered into by and between NEWGOLD,
INC,
a
Delaware corporation (the “Company”),
and
the undersigned Buyer (the “Buyer”).
WHEREAS:
A. The
parties hereto previously entered into that certain Pledge and Escrow Agreement
dated as of September 26, 2006 (the "Agreement").
B. The
parties to the Agreement now desire to amend certain provisions set forth in
the
Agreement as more fully described herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:
1. AMENDMENT
OF THE 1st“WHEREAS”
CLAUSE.
The
1st“WHEREAS”
Clause
of the Agreement is hereby amended and replaced in its entirety
with the following:
“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 to the Pledgee
or any successor to the Pledgee under this
Agreement, the Amended Securities Purchase Agreement of even date herewith
between the Pledgor and the Pledgee (the “Amended Securities
Purchase Agreement”),
the
Convertible Debentures (the “Convertible
Debentures”)
issued
or to be issued by the Company to the Pledgee, either now or in the future,
up
to a total of Three Million Dollars ($3,000,000) of principal, plus any
interest, costs, fees, and other amounts owed to the Pledgee thereunder, the
Security Agreement of even date herewith between the Pledgor and the Pledgee
(the “Security
Agreement”),
and
all other contracts entered into between the parties hereto (collectively,
the
“Transaction
Documents”),
the
Pledgor has agreed to irrevocably pledge to the Pledgee Ten Million (10,000,000)
shares (the “Pledged
Shares”)
of the
Pledgor’s common stock.”
3. EFFECT
ON OTHER TERMS.
This
Amendment shall be deemed effective as of November 1, 2006. All other terms
set
forth in the Agreement shall remain unchanged and this Amendment and the
Agreement shall be deemed a single integrated agreement for all
purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 1 to Pledge and Escrow Agreement to
be
duly executed as of day and year first above written.
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COMPANY:
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NEWGOLD,
INC.
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By: /s/
A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Chief
Executive Officer
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BUYER:
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors, LLC
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Its:
General Partner
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By:
/s/
▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇ ▇▇▇▇▇▇
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Title:
President and Portfolio Manager
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