Exhibit
10.2


 


STOCK
PLEDGE AGREEMENT


 


This
STOCK PLEDGE AGREEMENT (this “Agreement”) made as of September 12, 2014 by and between River North Equity LLC,
an Illinois limited liability company (“River North”), and Kingsley Joel Berry, resident of Michigan, (“Pledgor”).


 


RECITALS


 


		A.	Pledgor
                                         is the record and beneficial owner of ten million (10,000,000) shares of common stock,
                                         $.001 par value, of GEI Global Energy Corp. (the “Company”), a Nevada
                                         corporation acquired by Pledgor [ Services: GEI Global Energy Corp].
		B.	Pledgor
                                         has agreed to secure, to the extent hereinafter set forth, the payment in full and the
                                         performance of the obligations of Company under the Purchase Agreement and the Note (as
                                         defined below).
		C.	In
                                         connection with River North extending a loan to Company, Company has signed a convertible
                                         note purchase agreement dated September 12, 2014 (the "Purchase Agreement")
                                         and issued that certain convertible promissory note (the “Note”) dated
                                         September 12, 2014 payable to the order of River North in the principal amount of seventy-five
                                         thousand Dollars ($75,000).
		D.	Such
                                         Note is secured by the Pledged Shares (as defined below) and other collateral upon the
                                         terms set forth in this Agreement.



 


NOW, THEREFORE,
it is hereby agreed as follows:


 


1.
Grant of Security Interest. Pledgor hereby grants and pledges to River North a security interest in, and assigns, transfers
to and pledges with River North, the following securities and other property (collectively, the “Collateral”):


 


(i)
ten million (10,000,000) shares of common stock of Company issued in the name of Pledgor (the “Pledged Shares”)
delivered to and deposited with River North as collateral for the Note (for purposes of this Agreement, common stock shall refer
to the common stock of the Pledgor);


 


(ii)any
and all new, additional or different securities or other property subsequently distributed with respect to the Pledged Shares
which are to be delivered to and deposited with River North pursuant to the requirements of Section 3 of this Agreement;


 


(iii)any
and all other property and money which is delivered to or comes into the possession of River North pursuant to the terms of this
Agreement; and


 


(iv)the
proceeds of any sale, exchange or disposition of the property and securities described in subsections (i), (ii) or (iii) above.


 


2.Warranties.
Pledgor hereby warrants that Pledgor is the owner of the Collateral and has the right to pledge the Collateral and that the Collateral
is free from all liens, adverse claims and other security interests (other than those created hereby).


 






    	 



    	 



    

 


3.Duty
to Deliver. Any new, additional or different securities or other property (other than regular cash dividends) which may now
or hereafter become distributable with respect to the Collateral by reason of (i) any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the Pledged Shares as a class without River North’s
receipt of consideration or (ii) any merger, consolidation or other reorganization affecting the capital structure of the Company
shall, upon receipt by Pledgor, be promptly delivered to and deposited with River North as part of the Collateral hereunder. Any
such securities shall be accompanied by one or more properly-endorsed stock power assignments.


 


4.Payment
of Taxes and Other Charges. For as long as the Collateral secures the Note, all taxes, liens, assessments and other charges
against the Collateral, and in the event of Pledgor’s failure to do so, River North may at its election pay any or all of
such taxes and other charges without contesting the validity or legality thereof. The payments so made shall become part of the
indebtedness secured hereunder and until paid shall bear interest at the minimum per annum rate, compounded semi-annually, required
to avoid the imputation of interest income to River North and compensation income to Pledgor under the Federal tax laws.


 


5.Shareholder
Rights. So long as there exists no event of default under Section 10 of this Agreement, Pledgor may exercise all shareholder
voting rights and be entitled to receive any and all regular cash dividends paid on the Collateral and all proxy statements and
other shareholder materials pertaining to the Collateral.


 


6.Rights
and Powers of River North. River North may, without obligation to do so, exercise at any time and from time to time one or
more of the following rights and powers with respect to any or all of the Collateral:


 


(i)subject
to the applicable limitations of Section 9, accept in its discretion other property of Pledgor in exchange for all or part of
the Collateral and release Collateral to Pledgor to the extent necessary to effect such exchange, and in such event the other
property received in the exchange shall become part of the Collateral hereunder;


 


(ii)perform
such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to
such Collateral by this Agreement; and


 


(iii)transfer
record ownership of the Collateral to River North or its nominee and receive, endorse and give receipt for, or collect by legal
proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, provided and only if there
exists at the time an outstanding event of default under Section 10 of this Agreement. Any cash sums which River North may so
receive shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application
as River North deems appropriate. Any remaining cash shall be paid over to Pledgor. Any action by River North pursuant to the
provisions of this Section 6 may be taken without notice to Pledgor. Expenses reasonably incurred in connection with such action
shall be payable by Pledgor and form part of the indebtedness secured hereunder as provided in Section 12.


 






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7.Care
of Collateral. River North shall exercise reasonable care in the custody and preservation of the Collateral. However, River
North shall have no obligation to (i) initiate any action with respect to, or otherwise inform Pledgor of, any conversion, call,
exchange right, preemptive right, subscription right, purchase offer or other right or privilege relating to or affecting the
Collateral, (ii) preserve the rights of Pledgor against adverse claims or protect the Collateral against the possibility of a
decline in market value or (iii) take any action with respect to the Collateral requested by Pledgor unless the request is made
in writing and River North determines that the requested action will not unreasonably jeopardize the value of the Collateral as
security for the Note and other indebtedness secured hereunder.


 


8.Transfer
of Collateral. In connection with the transfer or assignment of the Note (whether by negotiation, discount or otherwise),
River North may transfer all or any part of the Collateral, and the transferee shall thereupon succeed to all the rights, powers
and remedies granted to River North hereunder with respect to the Collateral so transferred. Upon such transfer, River North shall
be fully discharged from all liability and responsibility for the transferred Collateral.


 


9.Release
of Collateral. Provided all indebtedness secured hereunder shall at the time have been paid in full and there does not otherwise
exist any event of default under Section 10, the Pledged Shares, together with any additional Collateral which may hereafter be
pledged and deposited hereunder, shall be released from pledge and returned to Pledgor in accordance with the following provisions:


 


(i)Upon
payment or prepayment of principal under the Note, along with any accrued interest to date on the principal amount so paid or
prepaid, one or more of the Pledged Shares held as Collateral hereunder shall (subject to the applicable limitations of Section
9(iii) and 9(iv) below) be released at the time of such payment or prepayment. The number of shares to be so released shall be
equal to the number obtained by multiplying (i) the total number of Pledged Shares held under this Agreement at the time of payment
or prepayment, by (ii) a fraction, the numerator of which shall be the amount of principal together with any accrued interest
paid or prepaid and the denominator of which shall be the unpaid principal balance of the Note together with all accrued interest
thereunder immediately prior to such payment or prepayment. In no event, however, shall any fractional shares be released.


 


(ii)Any
additional Collateral which may hereafter be pledged and deposited with River North (pursuant to the requirements of Section 3)
with respect to the Pledged Shares shall be released at the same time the particular shares of common stock to which the additional
Collateral relates are to be released in accordance with the applicable provisions of Section 9(i).


 


(iii)Under
no circumstances, however, shall any Pledged Shares or any other Collateral be released if previously applied to the payment of
any indebtedness secured hereunder. In addition, in no event shall any Pledged Shares or other Collateral be released pursuant
to the provisions of Section 9(i) or 9(ii) if, and to the extent, the fair market value of the common stock and all other Collateral
which would otherwise remain in pledge hereunder after such release were effected would be less than the unpaid principal and
accrued interest under the Note.


 






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(iv)
For all valuation purposes under this Agreement, the fair market value per share of common stock on any relevant date shall be
determined as follows: the fair market value shall be the closing bid price per share of common Stock on the applicable Trading
Market (as such term is defined in the Purchase Agreement) on the date in question. If there is no reported closing bid price
for the common Stock on the date in question, then the closing bid price on the last preceding date for which such quotation exists
shall be determinative of fair market value.


 


10.
Events of Default. Each of the following occurrences shall constitute an Event of Default under this Agreement: (i) Pledgor
shall fail to observe or perform any material covenant applicable to such Pledgor under this Agreement and such failure shall
continue for a period of thirty (30) consecutive days after written notice by River North; (ii) any default by the Company under
the Note which is not timely cured by the Company or Pledgor; (iii) the occurrence of any other acceleration event specified in
the Note; (iv) the failure of the Company to perform any obligation imposed upon it by reason of the Purchase Agreement and the
Note (including, but not limited to honoring conversion of the Note); or (v) the breach of any warranty of Pledgor contained in
this Agreement.


 


Upon
the occurrence of any such event of default, River North may, at its election, declare the Note and all other indebtedness secured
hereunder to become immediately due and payable and may exercise any or all of the rights and remedies granted to a secured party
under the provisions of the Illinois Uniform Commercial Code (as now or hereafter in effect), including (without limitation) the
power to dispose of the Collateral by public or private sale or to accept the Collateral in full payment of the Note and all other
indebtedness secured hereunder.


 


Any
proceeds realized from the disposition of the Collateral pursuant to the foregoing power of sale shall be applied first to the
payment of expenses incurred by River North in connection with the disposition, then to the payment of the Note and finally to
any other indebtedness secured hereunder. Any surplus proceeds shall be paid over to Pledgor. However, in the event such proceeds
prove insufficient to satisfy all obligations of the Company under the Note, then Pledgor shall remain personally liable for the
resulting deficiency.


 


11.Other
Remedies. The rights, powers and remedies granted to River North pursuant to the provisions of this Agreement shall be in
addition to all rights, powers and remedies granted to River North under any statute or rule of law. Any forbearance, failure
or delay by River North in exercising any right, power or remedy under this Agreement shall not be deemed to be a waiver of such
right, power or remedy. Any single or partial exercise of any right, power or remedy under this Agreement shall not preclude the
further exercise thereof, and every right, power and remedy of River North under this Agreement shall continue in full force and
effect unless such right, power or remedy is specifically waived by an instrument executed by River North.


 


12.Costs
and Expenses. All costs and expenses (including reasonable attorneys' fees) incurred by River North in the exercise or enforcement
of any right, power or remedy granted to it under this Agreement shall become part of the indebtedness secured hereunder and shall
constitute a personal liability of Pledgor payable immediately upon demand and bearing interest until paid at the minimum per
annum rate, compounded semi-annually, required to avoid the imputation of interest income to River North and compensation income
to Pledgor under the Federal tax laws.


 






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13.
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois
without resort to that State’s conflict-of-laws rules. The parties hereby submit to the exclusive jurisdiction of, and waive
any venue objections against any superior, municipal, or other state court located in DuPage County in Illinois or any federal
court for the Northern District of Illinois in any litigation arising under or in connection with this Agreement. The parties
hereby consent to the exclusive jurisdiction of the above listed courts.


 


14.Successors.
This Agreement shall be binding upon River North and its successors and assigns and upon Pledgor and the executors, heirs and
legatees of Pledgor’s estate.


 


15.Severability.
If any provision of this Agreement is held to be invalid under applicable law, then such provision shall be ineffective only to
the extent of such invalidity, and neither the remainder of such provision nor any other provisions of this Agreement shall be
affected thereby.


 


IN
WITNESS WHEREOF, this Agreement has been executed by Pledgor and River North as of September 12, 2014.


 





SIGNED by Edward M. Liceaga


 


	Signature:	/s/ Edward M. Liceaga	 




	for and on behalf of
	River North Equity LLC




 


SIGNED by: K. J. Berry


 


	Signature:	/s/ K. Joel Berry	 




	for and on behalf of
	K. J. Berry




 






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ASSIGNMENT
SEPARATE FROM CERTIFICATE


 


FOR VALUE RECETVED, Kingsley Joel Berry hereby sell(s), assign(s) and transfer(s) to River North
Equity LLC (“River North”), ten million (10,000,000) shares (as collateral only) of the common stock of GET Global
Energy Corp. (the “Company”) standing in his name on the books of the Company, represented by Certificate No. 20975
herewith and do(e)s hereby irrevocably constitute and appoint Joseph Pittera attorney to transfer the said stock on the books
of the Company with full power of substitution in the premises.


 


Dated: 9/12/14


 


	 	Signature:	/s/ K. Joel Berry	 




 


 


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