Common use of Pledge of Common Stock Clause in Contracts

Pledge of Common Stock. Pledgor hereby pledges and grants to Secured Party a security interest in 41,764 shares (the "Shares") of the Common Stock issued pursuant to the Purchase Agreement, which shall attach immediately upon the issuance of such Shares to Pledgor in accordance with the terms of the Purchase Agreement. Immediately upon receipt of the Shares, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Shares in order that Secured Party might perfect its security interest therein. The Pledgor and the Secured Party hereby acknowledge and agree that the value of the Shares shall be deemed to be $8.50 per share of Common Stock; provided, however, that if Parent has successfully consummated a Public Offering, as such term is defined in the Purchase Agreement, of its shares of Common Stock, then it shall mean the average public trading price of each share of Common Stock over the five (5) most recent business days falling prior to the date of delivery by the Secured Party to the Pledgor of the notice of an event requiring an Offset, as such term is defined in the Purchase Agreement (the "Agreed Value"). Pledgor shall possess all voting rights pertaining to the Shares, so long as an Event of Offset, as hereinafter defined, has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 9(N) of the Purchase Agreement and Section 17 hereof, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Shares. In addition, so long as an Event of Offset has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 9(N) of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Shares, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Shares, if any, as well as all other rights with respect to the Shares except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 9(N) of the Purchase Agreement, by agreement or by arbitration decided in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 9(N) of the Purchase Agreement which arbitration is still pending or in process (a "Continuing Event of Offset"), then Secured Party shall have the right to designate a representative or trustee to vote those shares of Shares covered by or subject to the Resolved Event of Offset or Continuing Event of Offset (the "Offset Shares"), to receive all dividends and liquidation proceeds with respect to the Offset Shares, and to receive all other rights with respect to the Offset Shares.

Pledge of Common Stock. Pledgor hereby pledges and grants to Secured Party a security interest in 41,764 the _______ shares (the "Shares") of the Common Stock issued pursuant to the Purchase Agreement (which constitute 50% of the shares of Common Stock issued to her pursuant to the Agreement), which shall attach immediately upon the issuance of such Shares to Pledgor in accordance with the terms of the Purchase Agreement. Immediately upon receipt of the Shares, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Shares in order that Secured Party might perfect its security interest therein. The Pledgor and the Secured Party hereby acknowledge and agree that the value of the Shares Common Stock ("Agreed Value") shall be deemed to be $8.50 per share of Common Stock; provided, however, that (i) the IPO Price if Parent has successfully consummated a Public Offering, as such term is defined shares are being surrendered hereunder in order to effect an adjustment in the Purchase AgreementPrice pursuant to Section 2.5 of the Purchase Agreement and (ii) if shares are being surrendered hereunder for any other reason, of its shares of Common Stock, then it shall mean the average public trading price of each share of Common Stock over the five (5) most recent business days falling prior to the date of delivery by the Secured Party to the Pledgor of the notice of an event requiring an Offset, as such term is defined in the Purchase Agreement (the "Agreed Value")Agreement. Pledgor shall possess all voting rights pertaining to the Shares, so long as an Event of Offset, as hereinafter defined, has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 9(N) of the Purchase Agreement and Section 17 hereofhereto, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Shares. In addition, so long as an Event of Offset has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 9(N) of the Purchase Agreementhereto, then Pledgor shall have the right to receive all dividends, if any, on the Shares, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Shares, if any, as well as all other rights with respect to the Shares except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 9(N) of the Purchase Agreement, by agreement or by arbitration decided in favor of Secured Party otherwise (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 9(N) is the subject of the Purchase Agreement litigation, which arbitration litigation is still pending or in process (a "Continuing Event of Offset"), then Secured Party shall have the right to designate a representative or trustee to vote those shares of Shares Common Stock covered by or subject to the Resolved Event of Offset or Continuing Event of Offset (the "Offset Shares"), to receive all dividends and liquidation proceeds with respect to the Offset Shares, and to receive all other rights with respect to the Offset Shares.