Common use of Pledge and Grant of Security Interest Clause in Contracts

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Put Right (as defined in the Warrants), including any obligation under the Put Notes (as defined in the Warrants) and the termination or satisfaction of the Put Right (the following clauses (a) and (b), collectively, the “Warrant Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 pledges and grants a at first priority security interest to Pledgee Collateral Agent for the ratable benefit of the Mezzanine Investors in all of its right, title and interest in and to all of the following (the “Collateral”): (a) the shares of stock or other equity membership interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests Company set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged StockInterests”), (including the certificates certificate or other instrument representing the Pledged Stock and Interests), together with 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;Interests; and (b) all additional shares of stock or other equity membership interests of any Issuer issuer of the Pledged Stock Interests (the “Issuer”) from time to time acquired by any 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 sharesmembership interests, stock splitsplits, spin-off offs or split-off offs (which shares additional membership interests shall be deemed to be part of the Collateral, whether or not represented by a certificated security or other instrument), and the certificates or other instruments representing such additional sharesmembership interests, if any, 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 sharesmembership interests; and (c) all options and rightsother Equity Interests of the Issuer, whether as an addition to, in substitution of or in exchange for any shares the Pledged Interests. Notwithstanding the foregoing, the pledge and grant of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed the security interest herein above shall become effective immediately upon the satisfaction of the condition set forth in respect of or in exchange for any or all such options and rightsSection 23(d)(i) hereof.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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), Stock Pledge Agreement each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, includinginxxxxxxx, without limitationxxxxxxx xxxxxation, obligations of 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”"): (a) 89.1 the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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) 89.2 all additional shares of stock or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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) 89.3 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (in the following clauses (a) and (b), collectivelycase of each Pledgor that is a US Guarantor, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each such Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, and under, pursuant to or evidenced by any related note, agreement, guaranty, instrument or otherwise (in each case, irrespective under its Guaranty 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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“Indebtedness”), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Agent for its benefit and for the ratable benefit of Lenders in all of the following (the “Collateral”): (a) all of each Pledgor’s now owned or hereafter acquired rights (but not obligations) in and to any shares of stock issued by any of its Subsidiaries that is a corporation other than any Excluded Collateral (collectively, the “Pledged Stock”) (the shares of stock or other equity interests of pledged by each direct and indirect Subsidiary Pledgor hereunder as of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests Closing Date are set forth next to such Pledgor’s name on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged Stock”hereof), 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 of each Pledgor’s now owned or hereafter acquired rights (but not obligations) in and to any membership interests and other equity ownership interests issued by any of its Subsidiaries that is a limited liability company or a partnership (whether certificated or uncertificated) other than any Excluded Collateral (collectively, the “Pledged Membership Interests”) (the membership interest and other equity ownership interests pledged by each Pledgor hereunder as of the Closing Date are set forth next to such Pledgor’s name on Schedule A annexed hereto and expressly made a part hereof) and each of such limited liability company’s successors, including, without limitation, all rights, proceeds, distributions, interest, dividends, options, warrants, increases, profits and income from such limited liability company; (c) other than any Excluded Collateral, all additional (i) shares of stock of any issuer of the Pledged Stock (and the certificates representing such additional shares), (ii) membership interests or other equity interests of any Issuer issuer of the Pledged Stock Membership Interests and the certificates evidencing such Pledged Membership Interests (to the extent certificated), (each of the foregoing in (i) or (ii), an “Issuer”) from time to time acquired by any 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 and certificates 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 sharesshares of the Pledged Stock or Pledged Membership Interests. Schedule A shall be deemed to be amended to include such additional Pledged Stock or Pledged Membership Interests; and (cd) other than any Excluded Collateral, all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any the Pledged Stock or the Pledged Membership Interests. (e) For purposes of this Agreement, the term “Excluded Collateral” shall mean each of the following: (i) any stock, membership interests or other equity interests issued by (x) Collect Air, (y) Astrum, or (z) CA Marketing; (ii) any of the outstanding voting stock, membership interests or other equity interests of a Foreign Subsidiary in excess of 65% of the issued and all dividendsoutstanding shares of voting stock, cashvoting membership interests or other voting equity interests of such Foreign Subsidiary; (iii) any stock, instruments and membership interests or other property or proceeds from time to time received, receivable or otherwise distributed in respect equity interests issued by any Person that is not a Subsidiary of or in exchange for any or all such options and rightsPledgor.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor the Company and/or any of its Subsidiaries to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 the Company and/or any Pledgor of its Subsidiaries under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor the Company and/or any of its Subsidiaries for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to the Pledgee in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and Obligations (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued except PMSI Loans which are secured by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”Equipment financed thereby) and (b) all other indebtedness, obligations and liabilities of each Pledgor or any Borrower to the Pledgee Lender, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case(a) and (b) collectively, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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"Indebtedness"), each Pledgor hereby assigns, transfers, pledges, assigns, hypothecates, transfers hypothecates and grants to Lender a security interest to Pledgee in all the assets of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth Pledgor described on Schedule A annexed hereto and expressly made a part hereof all distributions, interest, dividends, options, warrants, increases, profits and income received therefrom, in all substitutions therefor and in all proceeds thereof in any form (together with collectively, the "Collateral"). All certificates, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender. Pledgor hereby authorizes LLC upon demand by Lender to deliver any additional shares of stock certificates, instruments or other equity interests distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender, subject to the terms hereof. Lender shall have the right, at any Issuer acquired by any time in its discretion and without notice to the Pledgor, to transfer to or to register in the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property name of Lender or proceeds from time to time received, receivable or otherwise distributed in respect any of or in exchange for its nominees any or all of the Pledged Stock; (b) all additional shares of stock or other equity interests of Collateral. In addition, Lender shall have the right at any Issuer of the Pledged Stock from time to time acquired by any Pledgor in any mannerexchange certificates or instruments, includingif any, without limitation, stock dividends representing or a distribution in connection with any increase evidencing Collateral for certificates or reduction instruments of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off smaller 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 rightslarger denominations.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Securities Purchase Agreement, the NoteSecurity Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Subsidiary Guaranty Related Agreements, the Security Agreement and each other Related Agreementthe Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any the Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each the 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 the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”): ): (ai) the shares of stock intercompany notes and instruments issued to, or other equity interests of each direct and indirect Subsidiary of held by, the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests Pledgor set forth on Schedule A annexed hereto and expressly made a part hereof (collectively, together with any additional shares of stock or other equity interests in any Issuer notes and instruments acquired by any Pledgorthe Pledgor from time to time, the “Pledged StockInstruments”), the certificates representing the Pledged Stock and (ii) all dividends, cash, instruments interest, other instruments, distributions 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; Instruments and (biii) all additional shares of stock or other equity interests proceeds of any Issuer and all of the foregoing. The Pledged Instruments are being herewith delivered to and pledged with Pledgee, and Pledgee acknowledges receipt thereof. Notwithstanding the foregoing or anything contained herein to the contrary and so long as an Event of Default has not occurred hereunder, Pledgor may retain any funds or payments received by it pursuant to any of the Pledged Stock from time to time acquired by any 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 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 rightsInstruments.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, including, without limitation, obligations of each Pledgor for obligaxxxxx xx xxxx Xxxxxxx xor 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (in the Securities Purchase Agreement and as defined in) the Purchase Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, Agreement and the Note, Related Agreements and the Subsidiary Guaranty Security Agreement and each other Related Agreementthe Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, includingxxxxxxxxx, without limitationxxxxxxx xxxitation, obligations of 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”"): (a) the shares of stock or stock, partnership interests, limited liability company interests and other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock stock, partnership interests, limited liability company interests, membership interests or other equity interests in any Issuer acquired by any Pledgor, the “"Pledged Stock”"), the certificates representing the Pledged Stock (if any) 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer, as listed in the column entitled "Issuer" on Schedule A (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, includingxxxxxxxxx, without xxxxxxx limitation, obligations of 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor and/or Xxxxxx Equipment to the Pledgee Federal Partners whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Federal Partners in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer the issuer (the “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, including, without limitation, obligations of each Pledgor oblxxxxxxxx xx xxxx Xxxxxxr 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness or of any collateral therefor therefore 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations owing to the Pledgee and other Creditor Parties under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor and ICF to the Pledgee and the other Creditor Parties, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor and/or ICF under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor and ICF 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 Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Securities Purchase Agreement (and the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related AgreementAgreements , as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, excluding the Common Stock Purchase Warrant and the Warrant Shares as defined in the Securities Purchase Agreement, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor the Pledgors to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise 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 any Pledgor the Pledgors under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor the Pledgors 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 the Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transfers transfer and grants grant a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgorthe Pledgors, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any Pledgor the Pledgors 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or and other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or . 07/01/2005 other equity interests in any Issuer acquired by any Pledgor, 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 or and other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 and other equity interests shall be deemed to be part of the Collateral), and the certificates representing such additional sharesshares and other equity interests, 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 sharesshares and/or other equity interests; and (c) all options and rights, whether as an addition to, in substitution of or in exchange for any shares and/or units 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee Ancillary Agreements (as amended, modified restated and/or supplemented from time to time in the manner provided defined therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case(a) and (b) collectively, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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"Indebtedness"), each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by any 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 any 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) ) (a) the obligations Obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the all obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company owing to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Creditor Parties under the Security Agreement and the Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 the Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the all obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company owing to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Creditor Parties under the Securities Purchase Agreement and the Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx CodeCode (or any comparable statute of any other relevant jurisdiction), including, without limitation, obligations of 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 the Pledgee, for the ratable benefit of the Creditor Parties, in all of its right, title and interest in and to the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, including, without limitation, obligations of each Pledgor for obligatioxx xx xxxx Xxxxxxx xxx 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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. It is agreed and understood that the definition of "Collateral" shall not include the equity interests of B&B Roadway, LLC held by B&B ARMR Corporation for so long as the pledge and/or assignment of a security interest in such equity interests is otherwise prohibited pursuant to the terms of binding contractual obligations of B&B ARMR Corporation to Causey Lyon Enterprise (and its successors) existing on the Closing Daxx xx xxx xrganizational documents of B&B Roadway, LLC.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) ): (a) the obligations under (i) the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Securities Purchase Agreement (and the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) ), and (b) all other indebtedness, obligations and liabilities of each Pledgor the Pledgors to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any the Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, the Bankruptcy and Insolvency Act (Canada) (the “BIA”) and the Companies’ Creditors Arrangement Act (the “CCAA”) including, without limitation, obligations or indebtedness of each Pledgor the Pledgors for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor the Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transfers transfer and grants grant a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged StockShares”), the certificates representing the Pledged Stock 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 the Pledged StockShares; (b) all additional shares of stock or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock Shares from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, amalgamation, 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 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 such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 Indebtedness in any case commenced by or against any a Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each a Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to the Pledgee in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any either Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any each 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements (iexpressly excluding the Warrant) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company referred to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, Securities Purchase Agreement(the Securities Purchase Agreement and the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) expressly excluding the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related AgreementWarrant), as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual prompt payment and performance in full when due, whether by lapse of (the following clauses (a) and (b)time or otherwise, collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee Pledgor Obligations (as amended, modified restated and/or supplemented from time to time defined in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 caseSection 3 hereof), each Pledgor hereby pledgespledges and assigns to the Collateral Agent, assignsfor the benefit of the Holders, hypothecates, transfers and grants to the Collateral Agent, for the benefit of the Holders, a continuing security interest in any and all right, title and interest of such Pledgor in PLEDGE AGREEMENT and to Pledgee in all of the following following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “"Pledged Collateral”"): (a) Pledged Capital Stock. 100% (or, if less, the shares full amount owned by such Pledgor) of stock the issued and outstanding Capital Stock of each Domestic Subsidiary and, subject to Section 3 hereof, each First-Tier Foreign Subsidiary set forth on Schedule 2(a) attached hereto, together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the "Pledged Capital Stock"), including, but not limited to, the following (provided that any Capital Stock which would require the presentation of separate audited financial statements for such Subsidiary pursuant to rules and regulations promulgated by the Securities and Exchange Commission shall be excluded from the definition of "Pledged Collateral" hereunder until such time as such rules and regulations are repealed, superseded or no longer of any force or effect at which time the applicable Pledgor shall pledge such Capital Stock pursuant to the terms hereof): (A) all shares, securities, membership interests or other equity interests of each direct and indirect Subsidiary representing a dividend on any of the CompanyPledged Capital Stock, whether now existing or hereafter acquired representing a distribution or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares return of stock capital upon or other equity interests in any Issuer acquired by any Pledgor, 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 Capital Stock; (b) all additional shares of stock , or other equity interests of any Issuer of the Pledged Stock resulting from time to time acquired by any 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 revision, reclassification or split-off (which shares shall be deemed to be part of the Collateral)other exchange therefor, and any subscriptions, warrants, rights or options issued to the certificates representing such additional sharesholder of, 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 sharesof, the Pledged Capital Stock; and (cB) all options and rights, whether as an addition towithout affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Indenture, in substitution the event of any consolidation or in exchange for any shares merger involving the issuer of any Pledged Capital Stock and all dividendsin which such issuer is not the surviving entity, cash, instruments and other property the Capital Stock of the successor entity formed by or proceeds resulting from time to time received, receivable such consolidation or otherwise distributed in respect of or in exchange for any or all such options and rightsmerger.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreementagreements, instruments, documents, mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security agreements, trust agreements and guarantees whether heretofore, concurrently, or hereafter executed by or on behalf of any Pledgor, any of their respective Subsidiaries or any other Person or delivered to Pledgee, relating to the Note or to the transactions contemplated by the Note, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, together with the “Note, the "Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase AgreementMaster Security Agreement by and among the Parent, (ii) that certain Secured Term Note subsidiaries of the Parent and the Pledgee dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided thereinor supplemented, the “NoteMSA”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time the Documents referred to time in the manner provided thereinMSA, Securities Purchase Agreement, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Securities Purchase Agreement, the NoteSecurity Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Subsidiary Guaranty Related Agreements, the MSA, the Related Agreements, the Security Agreement and each other Related Agreementthe Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of the Company 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, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of the Company 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 acknowledges, confirms and agrees that such Pledgee has and shall continue to have a security interest in all of the Collateral (as defined below) heretofore granted by each Pledgor to Pledgee pursuant to the Original Stock Pledge Agreement and each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness or of any collateral therefor therefore 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual prompt payment and performance in full when due, whether by lapse of time or otherwise, of the Obligations (as defined in Section 2 hereof), Pledgor hereby pledges and assigns to Lender, and grants to Lender a continuing security interest in, any and all right, title and interest of Pledgor in and to all shares of stock of Holdings owned by Pledgor, as listed on Schedule 1 attached hereto (the "Pledged ---------- Shares"), and all other rights, contractual or otherwise, with respect thereto, and including, but not limited to, the following clauses (collectively, the "Pledged Collateral"): (a) all shares or securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, reclassification or other exchange therefor, and (b)any subscriptions, collectivelywarrants, rights or options issued to the holder of, or otherwise in respect of, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and Pledged Shares; (b) without affecting the obligations of Pledgor under any provision prohibiting such action hereunder or under any other agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving corporation, all other obligations and liabilities shares of each Pledgor to class of the Pledgee whether capital stock of the successor corporation formed by or resulting from such consolidation or merger; (c) all now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, and under, pursuant to or evidenced by any related note, agreement, guaranty, instrument or otherwise (in each case, irrespective arising rights 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Codeany stockholder's agreement pertaining to the Pledged Shares; (d) all now existing or hereafter arising rights of Pledgor, including, without limitation, obligations all voting rights and all rights to payment of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”)any kind, including (without limitation) the Issuers cash and interests set forth on Schedule A annexed hereto non-cash dividends and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged Stock”), the certificates representing the Pledged Stock and all dividends, cashredemptions, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of on account of, or in exchange for any or all of for, the Pledged Stock; (b) all additional shares of stock or other equity interests of any Issuer of the Pledged Stock from time to time acquired by any 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 sharesShares; and (ce) all options proceeds and rightsproducts of the foregoing, whether as an addition to, however and whenever acquired and 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 rightswhatever form.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by Pledgee to the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in Purchaser Parties under the manner provided therein, Securities Purchase Agreement and the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related Agreement, Agreements as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee Purchaser Parties whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Pledgee, for its own benefit and the ratable benefit of the Purchasers, in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”):) subject to the rights of any senior secured creditor or any party holding a senior secured lien on the Collateral: (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired Acceris Communications Confidential Materials October 14, 2004 by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any Pledgor (excepting shares issued or that may be issued under any employee, officer or director stock option plans, or other options or warrants issued to employees, officers, directors, customers, distributors, channel partners or other business partners of the Borrower, approved by the Borrower’s Board of Directors and in the ordinary course of business) 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Obligations (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 Agent for its benefit and for the ratable benefit of Lenders in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth under such Pledgor’s name on Schedule A annexed hereto (as such schedule may be updated from time to time to reflect the acquisition of any additional shares of stock by such Pledgor in accordance with subsection (c) below or the Collateral of any additional Pledgors which become party to this Agreement in accordance with Section 26) and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 of each Pledgor’s now owned or hereafter acquired rights (but not its obligations), membership interests and other equity ownership interests (whether certificated or uncertificated) in each limited liability company set forth on Schedule A (collectively, the “Pledged Membership Interests”) and each of such limited liability company’s successors, including, without limitation, (i) all rights, proceeds, distributions, interest, dividends, options, warrants, increases, profits and income from such limited liability company (ii) the right to participate in the management of the business and affairs of such limited liability companies, (iii) the right to become, or to exercise the rights or powers of, a member of such limited liability companies, and (iv) the certificates (if any) representing the Pledged Membership Interests; (c) all additional (i) shares of stock or other equity interests of any Issuer issuer of the Pledged Stock and the certificates representing such additional shares, (ii) membership interests of any issuer of Pledged Membership Interests and the certificates evidencing such additional membership interests (to the extent certificated) in each limited liability company set forth on Schedule A (each issuer of the foregoing together with each issuer of Pledged Stock, an “Issuer”) from time to time acquired by any 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 and certificates 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 sharesshares of the Pledged Stock or Pledged Membership Interests; and (cd) all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any 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 rightsPledged Membership Interests.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 and lien in and to, right of setoff against and collateral assignment to Pledgee Lender in all of the following (the “Pledged Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests all Pledged Equity Interests set forth on Part A of Schedule A I annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgorhereof, the “certificates, if any, representing such Pledged Stock”), the certificates representing the Pledged Stock Equity Interests 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 StockEquity Interests; (b) all additional shares of stock or and other equity interests of any Issuer issuer of the Pledged Stock Equity Interests (the “Issuer”) from time to time acquired by any 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 Pledged Collateral), and the certificates certificates, if any, 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 Pledged Indebtedness set forth on Part B of Schedule I annexed hereto and rightsexpressly made a part hereof and the promissory notes, whether as an addition toother Instruments and letters of credit evidencing such Pledged Indebtedness, in substitution of or in exchange for any shares of any Pledged Stock and all dividendsinterest, cash, instruments Instruments and other property or proceeds and assets from time to time received, receivable or otherwise distributed in respect of such Pledged Indebtedness; and (d) all additional Indebtedness arising after the date hereof and owing to Pledgor and evidenced by promissory notes, other Instruments or letters of credit, together with such promissory notes, Instruments and letters of credit, and all interest, cash, Instruments and other property and assets from time to time received, receivable or otherwise distributed in exchange for any or all respect of such options and rightsPledged Indebtedness.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Securities Purchase Agreement, the NoteSecurity Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Subsidiary Guaranty Related Agreements, the Security Agreement and each other Related Agreementthe Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00any of the Bankruptcy and Insolvency Act (the "BIA"), Xxxxxx Xxxxxx Codethe Companies' Creditors Arrangement Act (the "CCAA") or Title 11, includingUnited Stxxxx Xxxx, without xxxxxxxxx, xithout limitation, obligations of 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 acknowledges, confirms and agrees that Pledgee has and shall continue to have a security interest in all of the Collateral heretofore granted by such Pledgor to Pledgee pursuant to the Original Stock Pledge Agreement and hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following property owned by such Pledgor (the “"Collateral”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, amalgamation 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the all obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company owing to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) Creditor Parties under the Securities Purchase Agreement (and the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, indebtedness, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee the Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Security Agreement, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the all obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company owing to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) Creditor Parties under the Securities Purchase Agreement (and the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx Tixxx 00, Xxxxxx Xxxxxx CodeXode, including, without limitation, indebtedness, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) Pledgor’s Obligations under the Security Agreement and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Pledgee, for the ratable benefit of Creditor Parties, in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of Analytica International, Inc. (the Pledged Stock “Issuer”) from time to time acquired by any the Pledgor in any manner, including, without limitation, connection with stock dividends on the Pledged Stock or a distribution with respect to the Pledged Stock 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (in the Security Agreement the Security Agreement and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired Stock Pledge Agreement by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (in the Securities Purchase Agreement and as defined in) the Purchase Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, Agreement and such Related Agreements and the Note, the Subsidiary Guaranty Security Agreement and each other Related Agreementsuch Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, the Bankruptcy and Insolvency Act (Canada) (the “BIA”) and the Companies’ Creditors Arrangement Act (the “CCAA”) including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule “A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged StockShares”), the certificates representing the Pledged Stock 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 the Pledged StockShares; (b) all additional shares of stock or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock Shares from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, amalgamation, 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 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 such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Securities Purchase Agreement, the NoteSecurity Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Subsidiary Guaranty Related Agreements, the Security Agreement and each other Related Agreementthe Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment of all loans, advances, debts, liabili-ties, obligations, covenants and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued duties owing by the Company to Pledgee the Pledgees of every kind and description (as amended, modified restated and/or supplemented from time to time in whether or not evidenced by any note or other instrument and whether or not for the manner provided therein, the “Note”payment of money), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidatedin-direct, absolute or contingent, due or not to become due, now existing or hereafter arising, whether or not such obliga-tions are related to the transaction described in this Agreement, the Loan Agreement and underthe other Transaction Documents, pursuant to by class, or evidenced kind, or whether or not contem-plated by any related note, agreement, guaranty, instrument or otherwise (in each case, irrespective the parties at the time of the genuinenessgranting of this security interest, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, including without limitation, obligations of each Pledgor for post-petition all interest, fees, costs charges, expenses and charges that would have accrued or been added attorneys’ fees chargeable to the Obligations but for Company or incurred by the commencement of such caseAgent or the Pledgees in connection with the Notes and the transactions contemplated by the Transaction Documents or otherwise (collectively, the “Obligations”), each Pledgor the Company hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Pledgees in all of the following (the “Pledged Collateral”): (a) the 10,000,000 shares of common stock or other equity interests of each direct and indirect Subsidiary NN Research, representing all of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers issued and interests set forth on Schedule A annexed hereto outstanding shares of capital stock of NN Research and expressly made a part hereof represented by stock certificate no. 2 (together with any additional shares of stock or other equity interests in any Issuer NN Research which may be hereafter acquired by any Pledgorthe Company, the “Pledged StockShares”), the certificates representing the Pledged Stock 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 the Pledged StockShares; (b) all additional shares of capital stock of, or other equity interests of or beneficial interest in, any Issuer Person (each, together with NN Research, an “Issuer”) which becomes a Subsidiary or which is required to be pledged to the Pledgees pursuant to Section 7.20 of the Pledged Stock from time to time acquired by any Pledgor in any mannerLoan Agreement, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, amalgamation, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged 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 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 such options and rights.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee Pledgees whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 Indebtedness in any case commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee the Pledgees in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (and the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) Security Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case(a) and (b) collectively, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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"Indebtedness"), each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by any 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 any 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) Pledgor’s Obligations under the Security Agreement and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 the Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Pledgee, for the ratable benefit of Creditor Parties, in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of Biovest International, Inc. (the Pledged Stock “Issuer”) from time to time acquired by any the Pledgor in any manner, including, without limitation, connection with stock dividends on the Pledged Stock or a distribution with respect to the Pledged Stock 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”") (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) "): the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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) and 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Securities Purchase Agreement, the NoteSecurity Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Subsidiary Guaranty Related Agreements, the Security Agreement and each other Related Agreementthe Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 A&R Stock Pledge Agreement disallowance of any or all of such in any case commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 acknowledges, confirms and agrees that such Pledgee has and shall continue to have a security interest in all of the Collateral (as defined below) heretofore granted by each Pledgor to Pledgee pursuant to the Original Stock Pledge Agreement and each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors Related Agreements (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”Registration Rights Agreement), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, excluding the Grant Shares as defined in the Securities Purchase Agreement, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor the Pledgors to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise 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 any Pledgor the Pledgors under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor the Pledgors 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 the Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transfers transfer and grants grant a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgorthe Pledgors, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any Pledgor the Pledgors 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) "OBLIGATIONS") (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Securities Purchase Agreement, the Note, Security Agreement and the Subsidiary Guaranty Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and each other the Related AgreementAgreements the Security Agreement and the Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”"DOCUMENTS") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, including, without limitation, obligations of each Pledgor oblxxxxxxxx xx xxxx Xxxxxxx 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”"COLLATERAL"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged Stock”"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 or other equity interests of any Issuer issuer (each, an "ISSUER") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”"Indebtedness") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests certificates evidencing a limited liability company interest set forth on Schedule A annexed hereto and expressly made a part hereof Stock Pledge Agreement (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests certificates evidencing a limited liability company interest of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee Laurus whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Laurus in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case(a) and (b) collectively, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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"Indebtedness"), each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by any 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 any 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Note and Warrant Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (in the Note and as defined in) the Warrant Purchase Agreement (the Note and Warrant Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any the Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each the 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 the 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or Accentia Pledge Agreement other equity interests in any Issuer acquired by any the Pledgor, 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 or other equity interests of any the Issuer of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of the Second Lien Obligations (in the following clauses (a) and (b), collectivelycase of each Pledgor that is a Guarantor, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each such Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, and under, pursuant to or evidenced by any related note, agreement, guaranty, instrument or otherwise (in each case, irrespective under its Guaranty of the genuineness, validity, regularity or enforceability of such Second Lien 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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“Indebtedness”), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Collateral Agent for its benefit and for the ratable benefit of the Secured Parties in all of the following (the “Collateral”): (a) all of each Pledgor’s now owned or hereafter acquired rights (but not obligations) in and to any shares of stock issued by any of its Subsidiaries that is a corporation other than any Excluded Collateral (collectively, the “Pledged Stock”) (the shares of stock or other equity interests of pledged by each direct and indirect Subsidiary Pledgor hereunder as of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests Issue Date are set forth next to such Pledgor’s name on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged Stock”hereof), 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 of each Pledgor’s now owned or hereafter acquired rights (but not obligations) in and to any membership interests and other equity ownership interests issued by any of its Subsidiaries that is a limited liability company or a partnership (whether certificated or uncertificated) other than any Excluded Collateral (collectively, the “Pledged Membership Interests”) (the membership interest and other equity ownership interests pledged by each Pledgor hereunder as of the Issue Date are set forth next to such Pledgor’s name on Schedule A annexed hereto and expressly made a part hereof) and each of such limited liability company’s successors, including, without limitation, all rights, proceeds, distributions, interest, dividends, options, warrants, increases, profits and income from such limited liability company; (c) other than any Excluded Collateral, all additional (i) shares of stock of any issuer of the Pledged Stock (and the certificates representing such additional shares), (ii) membership interests or other equity interests of any Issuer issuer of the Pledged Stock Membership Interests and the certificates evidencing such Pledged Membership Interests (to the extent certificated), (each of the foregoing in (i) or (ii), an “Issuing Entity”) from time to time acquired by any 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 and certificates 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 sharesshares of the Pledged Stock or Pledged Membership Interests. Schedule A shall be deemed to be amended to include such additional Pledged Stock or Pledged Membership Interests; and (cd) other than any Excluded Collateral, all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any the Pledged Stock or the Pledged Membership Interests. (e) For purposes of this Agreement, the term “Excluded Collateral” shall mean each of the following: (i) any stock, membership interests or other equity interests issued by Collect Air; (ii) any stock, membership interests or other equity interests issued by any Subsidiary of Parent other than the Issuer; (iii) any of the outstanding voting stock, membership interests or other equity interests of a Foreign Subsidiary in excess of 65% of the issued and all dividendsoutstanding shares of voting stock, cashvoting membership interests or other voting equity interests of such Foreign Subsidiary; (iv) any stock, instruments and membership interests or other property or proceeds from time to time received, receivable or otherwise distributed in respect equity interests issued by any Person that is not a Subsidiary of or in exchange for any or all such options and rightsPledgor.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a), (b) and (bc), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Merger Agreement and the related agreements referred to in the Merger Agreement, (iib) that certain Secured Term obligations under the Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Master Security Agreement (the Purchase "Security Agreement") (the Merger Agreement, the Note, the Subsidiary Guaranty Security Agreement, and each other Related Agreementthe related agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (bc) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, including, without limitation, obligations of each Pledgor for postobligaxxxxx xx Xxxxxxx xxx xxst-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”"): (a) the shares of stock or other equity interests of each direct Beverage Network and indirect Subsidiary of the CompanyGlobal Merger Corp., whether now existing or hereafter acquired or created a Nevada Corporation (each an “Issuer”"GMC"), including (without limitation) as shall exist after the Issuers merger of Beverage Network and interests set forth on Schedule A annexed hereto and expressly made a part hereof GMC (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of the Pledged Stock Beverage Network from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the all obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company owing to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Creditor Parties under the Security Agreement and the Ancillary Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Codeotherwise, including, without limitation, obligations of 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 the Pledgee, for the ratable benefit of the Creditor Parties, in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor in connection with any documents, instruments or agreements relating to or executed in connection with the Pledgee Documents, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or stock, partnership interests, limited liability company interests and other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock stock, partnership interests, limited liability company interests, membership interests or other equity interests in any Issuer acquired by any Pledgor, the “Pledged Stock”), the certificates representing the Pledged Stock (if any) 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 or stock, partnership interests, limited liability company interests, membership interests and other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 sharesshares or interests, as the case may be (if any), 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “"Obligations”) ") (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “"Documents”") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, including, without limitation, obligations of each Pledgor for obligatioxx xx xxxx Xxxxxxx xxx 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”"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Securities Purchase Agreement (the Securities Purchase Agreement, Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAgreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations Indebtedness 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”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and membership interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer or membership interests acquired by any Pledgor, 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 or other equity and membership interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 sharesshares and membership interests, as the case may be, 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 sharesshares and membership interests; 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (and the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) Security Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case(a) and (b) collectively, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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“Indebtedness”), each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer of the Pledged Stock (the “Issuer”) from time to time acquired by any 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 any 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.

Pledge and Grant of Security Interest. To secure the full extent of the Collateral (as hereinafter defined), the Pledgor hereby absolutely, unconditionally and irrevocably guarantees to the Pledgees, their successors, endorsees, transferees and assigns the due and punctual performance and payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 owing to the Pledgees, their successors, endorsees, transferees or assigns when due, all at the time and place and in the amount and manner prescribed in, and otherwise in accordance with, the Transaction Documents, regardless of any collateral therefor defense or set-off counterclaim which the Company or any other person may have or assert, and regardless of whether or not the Pledgees or anyone on behalf of the existence Pledgees shall have instituted any suit, action or extent proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such collateralamount, either pursuant to the provisions of the Transaction Documents or at law or in equity, and irrespective of the allowability, allowance or disallowance regardless of any other condition or all of such in any case commenced by or against any contingency. The Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would shall have accrued or been added no obligation whatsoever to the Obligations but Pledgees beyond the Collateral pledged for the commencement Obligations set forth herein. For purposes of such case)this agreement, each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”):Collateral shall mean: (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer of the Pledged Stock Company from time to time acquired by any Pledgor in any mannermanner from the ownership of the Pledged Stock, 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.

Pledge and Grant of Security Interest. To secure the full and punctual prompt payment and performance in full when due, whether by lapse of time or otherwise, of the Notes, the Pledgors hereby jointly pledge, assign, hypothecate and grant to the Pledgees a first priority security interest (the following clauses “Security Interest”) in any and all right, title and interest of the Pledgors in and to the Collateral, together with the certificates (a) and (bor other agreements or instruments), if any, representing such equity interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “NoteEquity Interests”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amendedincluding, modified restated and/or supplemented from time to time in the manner provided thereinbut not limited to, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”):following: (a) the all shares of stock or other equity interests of each direct and indirect Subsidiary securities representing a dividend on any of the CompanyEquity Interests, whether now existing or hereafter acquired representing a distribution or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares return of stock capital upon or other equity interests in any Issuer acquired by any Pledgor, 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 the Equity Interests, or resulting from a stock-split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in exchange for any or all of respect of, the Pledged Stock;Equity Interests; and (b) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under any other agreement, in the event of any consolidation or merger involving the issuer of any Equity Interests and in which such issuer is not the surviving entity, all additional shares of each class of the stock or other equity interests of any Issuer one hundred percent (100%) of the Pledged Stock membership or partnership interests, as applicable, of the successor entity formed by or resulting from time to time acquired such consolidation or merger received by any such Pledgor in any mannerexchange for his, including, without limitation, stock dividends her or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of its Equity Interests. Upon delivery to the Pledgees such additional shares, stock splitoptions or other rights in respect of the Equity Interests as set forth in Sections 2(a) and 2(b) above (the “Additional Equity Interests”), spin-off or split-off (which shares if any, the Additional Equity Interests shall be deemed to be part of the Collateral), Collateral and shall be subject to the certificates representing terms of this Agreement whether or not Schedule 2 is amended to refer to 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 rightsAdditional Equity Interests.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) ) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of Security Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Ancillary Agreements referred to (and as defined in) in the Purchase Security Agreement (the Purchase Agreement, Security Agreement and the Note, the Subsidiary Guaranty and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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”): (a) the shares of stock or stock, partnership interests, limited liability company interests and other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock stock, partnership interests, limited liability company interests, membership interests or other equity interests in any Issuer acquired by any Pledgor, the “Pledged Stock”), the certificates representing the Pledged Stock (if any) 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 or stock, partnership interests, limited liability company interests, membership interests and other equity interests of any Issuer issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by any 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 sharesshares or interests, as the case may be (if any), 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) "OBLIGATIONS") (a) the obligations under (i) the Securities Purchase Agreement, (ii) that certain Secured Term Note dated as of Agreement and the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) in the Purchase Agreement (the Securities Purchase Agreement, the Note, Security Agreement and the Subsidiary Guaranty Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and each other the Related AgreementAgreements the Security Agreement and the Ancillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”"DOCUMENTS") and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00Title 11, Xxxxxx Xxxxxx United States Code, including, without limitation, obligations of each Pledgor for obligatixxx xx xxxx Xxxxxxx xxx 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”"COLLATERAL"): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, the “Pledged Stock”"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 or other equity interests of any Issuer issuer (each, an "ISSUER") of the Pledged Stock from time to time acquired by any 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 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.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) Obligations and (b), collectively, the “Obligations”) (a) the obligations and liabilities of Pledgor to Agent and Lenders under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Borrowers and Pledgor to the Pledgee Agent and Lenders whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case(a) and (b) collectively, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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“Indebtedness”), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee Agent for its benefit and for the ratable benefit of Lenders in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer of the Pledged Stock (the “Issuer”) from time to time acquired by any 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 any 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 rightsStock.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “ObligationsIndebtedness”) ) (a) the obligations or Pledgor under (i) the Purchase Agreement, (ii) that certain Secured Term Note Guarantee dated as of the date hereof issued by the Company to Pledgee (as amended, modified modified, restated and/or or supplemented from time to time in the manner provided thereintime, the “NoteGuarantee”), (iii) that certain Subsidiary Guaranty dated as pursuant to which Pledgor guarantees all of the date hereof by obligations of Txxxxx USA and among the Pledgors (other than the Company) and Pledgee (as amendedcertain if its subsidiaries to Laurus pursuant to, modified restated and/or supplemented from time to time in the manner provided thereininter alia, the “Subsidiary Guaranty”), Security Agreement and (iv) the other Related Ancillary Agreements referred to (and as defined in) the Purchase Agreement (the Purchase AgreementGuarantee, the Note, the Subsidiary Guaranty Security Agreement and each other Related AgreementAncillary Agreements, as each may be amended, modifiedrestated, restated or modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee Laurus whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guarantyguarantee, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such ObligationsIndebtedness, or of any instrument evidencing any of the Obligations Indebtedness or of any collateral 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 Laurus in all of the following (the “Collateral”): (a) the shares of stock or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests securities set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock securities or other equity interests in any Issuer acquired by any Pledgor, the “Pledged StockSecurities”), the certificates representing the Pledged Stock Securities 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 StockSecurities; (b) all additional shares of stock or other equity interests securities of any Issuer issuer (each, an “Issuer”) of the Pledged Stock Securities from time to time acquired by any 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 any Pledged Stock Securities 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. Pledgor acknowledges that (i) value has been given, (ii) it has rights in the Pledge Securities, (iii) it has not agreed to postpone the time of attachment of the security interest created hereby, and (iv) it has received a duplicate original copy of this Securities Pledge Agreement. If the Securities are now or at any time hereafter become evidenced in whole or in part, by uncertificated securities registered or recorded in records maintained by or on behalf of the Issuer in the name of a clearing agency, Pledgor shall, at the request of Laurus, cause the security interest created hereby to be entered in the records of such clearing agency.

Pledge and Grant of Security Interest. To secure the full and punctual prompt payment and performance in full when due, whether by lapse of (the following clauses (a) and (b)time or otherwise, collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee Pledgor Obligations (as amended, modified restated and/or supplemented from time to time defined in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of 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 under, pursuant to or evidenced by any related 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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 caseSection 3 hereof), each Pledgor hereby pledgespledges and assigns to the Collateral Agent, assignsfor the benefit of the Lenders, hypothecates, transfers and grants to the Collateral Agent, for the benefit of the Lenders, a continuing security interest in any and all right, title and interest of such Pledgor in and to Pledgee in all of the following following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”"PLEDGED COLLATERAL"): (a) PLEDGED CAPITAL STOCK. 100% (or, if less, the shares full amount owned by such Pledgor) of stock the issued and outstanding Capital Stock of each Domestic Subsidiary and, subject to Section 3 hereof, each First-Tier Foreign Subsidiary set forth on SCHEDULE 2(a) attached hereto, together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the "PLEDGED CAPITAL STOCK"), including, but not limited to, the following: (A) all shares, securities, membership interests or other equity interests of each direct and indirect Subsidiary representing a dividend on any of the CompanyPledged Capital Stock, whether now existing or hereafter acquired representing a distribution or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares return of stock capital upon or other equity interests in any Issuer acquired by any Pledgor, 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 Capital Stock; (b) all additional shares of stock , or other equity interests of any Issuer of the Pledged Stock resulting from time to time acquired by any 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 revision, reclassification or split-off (which shares shall be deemed to be part of the Collateral)other exchange therefor, and any subscriptions, warrants, rights or options issued to the certificates representing such additional sharesholder of, 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 sharesof, the Pledged Capital Stock; and (cB) all options and rights, whether as an addition towithout affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in substitution the event of any consolidation or in exchange for any shares merger involving the issuer of any Pledged Capital Stock and all dividendsin which such issuer is not the surviving entity, cash, instruments and other property the Capital Stock of the successor entity formed by or proceeds resulting from time to time received, receivable such consolidation or otherwise distributed in respect of or in exchange for any or all such options and rightsmerger.

Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) the obligations under (i) the Purchase Agreement, (ii) that certain Secured Term Note dated as of the date hereof issued by the Company to Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Note”), (iii) that certain Subsidiary Guaranty dated as of the date hereof by and among the Pledgors (other than the Company) and Pledgee (as amended, modified restated and/or supplemented from time to time in the manner provided therein, the “Subsidiary Guaranty”), and (iv) the other Related Agreements referred to (and as defined in) the Purchase Agreement (and the Purchase Agreement, the Note, the Subsidiary Guaranty and each other Related Agreement, as each may be amended, modified, restated or supplemented from time to time, collectively, the “Documents”) Security Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due, due and whether under, pursuant to or evidenced by any related a note, agreement, guaranty, instrument or otherwise (in each case(a) and (b) collectively, 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of 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"Indebtedness"), each 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 or other equity interests of each direct and indirect Subsidiary of the Company, whether now existing or hereafter acquired or created (each an “Issuer”), including (without limitation) the Issuers and interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests in any Issuer acquired by any Pledgor, 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 or other equity interests of any Issuer issuer of the Pledged Stock (the "Issuer") from time to time acquired by any 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 any 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.