Common use of Pledge of Stock Clause in Contracts

Pledge of Stock. Pledgor hereby pledges and grants to Secured Party a security interest in the Stock, which shall attach immediately upon each issuance of Stock to all shares of Stock issued to Pledgor in accordance with the terms of the Purchase Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock 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 Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock 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 10.14 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 10.14 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 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.

Pledge of Stock. Pledgor hereby pledges and grants to Secured Party a security interest in the Stock, which shall attach immediately upon each issuance of Stock to all shares of Stock issued to Pledgor in accordance with the terms of the Purchase Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock in order that Secured Party might perfect its security interest thereinthereto. The Pledgor and the Secured Party hereby acknowledge and agree that the value of the Stock ("Agreed Value") shall be deemed to be (i) $6.41 per share of common stock of Secured Party for an aggregate value of $1,093,546, which is the IPO Price same value as the price per share paid by the Investors at the Closing; provided, however, that if the Buyer has successfully consummated a public offering of its shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reasonof common stock, then it shall mean the average public trading price of each share of Stock 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"Agreed Value"). Pledgor shall possess all voting rights pertaining to the Stock, so long as an Event of OffsetDefault, as hereinafter defineddefined in this Agreement, has not occurred, or if an Event of Offset Default has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 10.14 of the Purchase Agreementhereto, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. In addition, so long as an Event of Offset Default has not occurred, or if an Event of Offset Default has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 10.14 of the Purchase Agreementhereto, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset Default has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 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 10.14 of the Purchase Agreement which arbitration is still pending or in process (a "Continuing Event of Offset")occurred, then Secured Party shall have the right to designate a representative or trustee to vote those shares of Stock covered by or subject to the Resolved Event of Offset or Continuing Event of Offset (the "Offset Shares")Stock, to receive all dividends and liquidation proceeds with respect to the Offset Sharesproceeds, and to receive all other rights with respect to the Offset SharesStock.

Pledge of Stock. The Pledgor hereby pledges represents and grants to Secured Party a warrants that the Pledgor will own on the date hereof, free and clear of any and all claims, liens or encumbrances, except (a) restrictions on transfer arising under applicable law, (b) the security interest created by this Agreement and (c) as otherwise set forth in the StockLoan Agreement, which shall attach immediately upon each issuance all of Stock to all the issued and outstanding shares of Stock issued the Pledgor, as more particularly described on Schedule I attached hereto (collectively, the “Collateral”), and hereby agrees to pledge, assign, and deliver the same on the date hereof to the Pledgee, for benefit of the Pledgee, to be held by the Pledgee subject to the terms and conditions hereinafter set forth, together with stock powers, if necessary, appropriately executed in blank. The term “Collateral” as used herein includes the securities described above and any additional shares of stock, mutual funds or other securities at any time pledged by Pledgor in accordance with the terms of the Purchase AgreementPledgee hereunder. Immediately upon receipt of any shares of StockUpon request by Pledgee, Pledgor shall be required provide Pledgee with statements as to deliver to Secured Party the certificate or certificates representing the Stock in order that Secured Party might perfect its security interest therein. The Pledgor and the Secured Party hereby acknowledge and agree that the then current value of the Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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 AgreementCollateral. Pledgor shall possess all voting rights pertaining to the Stock, so long as an Event of Offset, as hereinafter defined, has not occurred, Any sums 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 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently property paid upon or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to any of the Stock except Collateral upon the liquidation or dissolution of any issuer thereof shall be paid over to the Pledgee to be held by it as security for the right to transfer title thereto. Notwithstanding the foregoing, if an Event Obligations (as defined in Section 3 below); in case any distribution of Offset has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 capital shall be made on or in respect of any of the Purchase Agreement, by agreement Collateral or by arbitration decided in favor of Secured Party (a "Resolved Event of Offset") any property shall be distributed upon or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 any of the Offset Shares, and to receive all other rights with respect Collateral pursuant to the Offset Sharesrecapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Pledgee to be held by it as security for the Obligations. All sums of money and property paid or distributed in respect of the Collateral which are received by the Pledgor shall, until paid or delivered to the Pledgee, be held by the Pledgor in trust for the Pledgee as security for the Obligations.

Pledge of Stock. Pledgor hereby pledges and grants to Secured Party a security interest in the Stock, which shall attach immediately upon each issuance of Stock to all shares of Stock issued to Pledgor in accordance with the purchase of the Business or under the terms of the Notes (as defined in the Purchase Agreement). Immediately upon receipt of any shares of Stock, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock 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 Stock ("Agreed Value") shall be deemed to be (i) $8.50 per share of Stock; provided, however, that if the IPO Price if Parent has successfully consummated a public offering of its shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reasonof Stock, then it shall mean the average public trading price of each share of 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 AgreementAgreement (the "Agreed Value"). Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 9.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 9.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock 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 10.14 9.14 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 10.14 9.14 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 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.

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in all issued and outstanding stock in the StockCompany now owned or hereafter acquired by Pledgor, which including without limitation the stock described on Schedule 2.1 attached hereto and by this reference made a part hereof, together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in the capital structure of the Company, and the securities of any corporation or other properties received upon the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of assets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the "Pledged Securities"). 2.2 Upon the execution of this Agreement, Pledgor shall attach immediately deliver to Secured Party certificates for the Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank. Immediately upon each issuance receipt, Pledgor shall deliver to Secured Party all certificates and other evidences of Stock the Pledged Securities that come into the possession, custody or control of Pledgor, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance. 2.3 Secured Party may receive, hold and/or dispose of the Pledged Securities subject and pursuant to all shares the terms, conditions and provisions hereof and of Stock issued the Credit Agreement (defined below) until the Obligation (defined below) has been discharged in full. Secured Party is hereby authorized and empowered to Pledgor take any and all action with respect to such property as authorized under this Agreement. In its discretion and without notice to Pledgor, Secured Party may take any one or more of the following actions if an Event of Default has occurred and is continuing, without liability except to account for property actually received by it: (a) transfer to or register in accordance its name or the name of its nominee any of the Pledged Securities, with or without indication of the security interest herein created, and/or the proxy granted to it in Section 5.1; and whether or not the Pledged Securities are so transferred or registered, receive the income, dividends and other distributions thereon except for cash dividends permitted to be paid under the terms of the Purchase Credit Agreement and hold them or apply them to the Obligation in any order of priority; (b) exchange any of the Pledged Securities for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Pledged Securities with any committee or depositary upon such terms as the Secured Party may determine; and (c) in its name, or in the name of Pledgor, demand, sue for, collect or receive any money or property (except xor cash dividends permitted to be paid under the terms of the Credit Agreement) at any time payable or receivable on account of, or in exchange for, any of the Pledged Securities and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage in the name of Pledgor. Immediately upon receipt of any shares of Stock, Pledgor Secured Party shall be required under no duty to deliver exercise, or to withhold the exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to Secured Party the certificate or certificates representing the Stock in order that Secured Party might perfect its security interest therein. The Pledgor this Agreement, 2 and the Secured Party hereby acknowledge and agree that the value of the Stock ("Agreed Value") shall not be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder responsible for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock 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 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in all issued and outstanding stock in Antigua now owned or hereafter acquired by Pledgor, including without limitation the Stockstock described on Exhibit "A" hereto, which shall attach immediately together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in the capital structure of Antigua, and the securities of any corporation or other properties received upon each issuance the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of Stock assets or other agreement or received upon any liquidation of Antigua or such other corporation (all hereinafter called the "Pledged Securities"), subject, however, to all shares the prior and superior pledge and security interests of Stock issued to Pledgor in accordance Imperial and Cruttenden under the Imperial Pledge Agreement and the Cruttenden Pledge Agreement, respectively. 2.2 In connection with the terms execution of the Purchase this Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall irrevocably direct Imperial or Cruttenden, as the case may be, to deliver the Pledged Securities, together with all stock transfer powers executed by Pledgor and delivered to Imperial or Cruttenden, as the case may be, to Secured Party at c/o Quarles & Brady, One East Camelback Road, Suite 400, Phoenix, Arizona 85000-0649, Xxxxxxxxx: X. Xxxxxx Xxxx, Xxx., xx xx xxxx xxxxx xxxxxxx xx Xxxxxed Party may frox xxxx xx xime designate to Imperial or Cruttenden, as the case may be, in writing, at such time as all of the obligations secured by the Imperial Pledge Agreement and the Cruttenden Pledge Agreement have been satisfied or Pledgor is otherwise entitled to the release of the Pledged Securities from any interest under the Imperial Pledge Agreement and the Cruttenden Pledge Agreement. In addition, Pledgor shall cause the following legend to be required added to all certificates evidencing the Pledged Securities: THE SECURITIES EVIDENCED BY THIS CERTIFICATE, AND THE RIGHTS OF THE OWNER THEREOF, ARE SUBJECT TO CERTAIN PLEDGES AND SECURITY INTERESTS IN FAVOR OF IMPERIAL BANK, THE CRUTTENDEN ROTH BRIDGE FUND, LLC, AND THOMAS E. DOOLEY, JR., AS AGENT, THE PRIORITIES XX XXXXX XXX XXX XXRTH IN AN INTERCREDITOR AGREEMENT AMONG SUCH PARTIES DATED MAY 7, 1997. 2.3 Upon termination of the Imperial Pledge Agreement and the Cruttenden Pledge Agreement, Pledgor shall deliver to Secured Party all then existing certificates for the certificate or certificates representing Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, with signatures guaranteed as required by the Stock in order that transfer agent for the Pledged Securities. Immediately upon receipt, Pledgor shall deliver to Secured Party might perfect its security interest therein. The all certificates and other evidences of the Pledged Securities that come into the possession, custody or control of Pledgor after termination of the Imperial Pledge Agreement and the Cruttenden Pledge Agreement, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, with signatures guaranteed as required by the transfer agent for the Pledged Securities, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance. 2.4 Secured Party hereby acknowledge and agree that the value may receive, hold and/or dispose of the Stock Pledged Securities subject and pursuant to all the terms, conditions and provisions hereof until the Obligation ("Agreed Value"defined below) has been discharged in full. Secured Party shall be deemed under no duty to be (i) exercise, or to withhold the IPO Price if shares are being surrendered hereunder in order exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase this Agreement, and Secured Party shall have no voting rights that may not be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except responsible for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by any failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.

Pledge of Stock. Pledgor shall concurrently deliver to Agent the stock certificates and other securities evidencing the stock and securities listed on Exhibit A hereto, together with duly executed instruments of assignment thereof to Agent (which, together with all replacements and substitutions therefor are hereinafter referred to as the "Securities"). Pledgor hereby pledges to Agent and grants to Secured Party Agent for the benefit of the Agent and the Lenders a security interest in the StockSecurities, which shall attach immediately upon each issuance of Stock to and all shares of Stock issued to Pledgor in accordance with the terms rights and remedies relating to, or arising out of, any and all of the Purchase Agreement. Immediately upon receipt of any shares of Stockforegoing, Pledgor shall be required to deliver to Secured Party and all proceeds thereof (collectively, the certificate or certificates representing the Stock 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 Stock ("Agreed ValueCollateral") shall be deemed to be secure the "Obligations" (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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 Security Agreement), including, but not limited to, those arising under the Continuing Guaranty by the Pledgor in favor of Agent (the "Guaranty") relating to Borrower. Pledgor shall possess Any and all voting stock dividends, rights, warrants, options, puts, calls, conversion rights and other securities and any and all property and money distributed or delivered with respect to the Securities or issued upon the exercise of any puts, calls, conversion rights, options, warrants or other rights included in or pertaining to the Stock, so long Securities shall be included in the term "Securities" 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 used herein and shall be subject to submission to arbitration in accordance with Section 10.14 of the Purchase this Pledge Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled deliver the same to receive all proceeds Agent immediately upon liquidation receipt thereof together with any necessary instruments of the Stocktransfer; provided, if anyhowever, that until an Event of Default (as well as all hereinafter defined) shall occur, but subject to any other rights agreements by Pledgor with or in favor of Agent, Pledgor may retain any dividends paid in cash or its equivalent, with respect to any stock included in the Stock except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred Securities and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 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 10.14 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 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 any interest paid with respect to any bonds, debentures or other evidences of indebtedness included in the Offset Shares, Securities. Pledgor hereby acknowledges that the acceptance of the pledge of the Securities by Agent and Lenders shall not constitute a commitment of any kind by Agent and Lenders to receive all other rights with respect permit Pledgor to the Offset Sharesincur Obligations or to make loans to Borrower.

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in all issued and outstanding stock in the StockCompany now owned or hereafter acquired by Pledgor, which shall attach immediately upon each issuance including without limitation the stock described on Schedule "A" attached hereto and by this reference made a part hereof, together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of Stock to all shares of Stock issued to Pledgor any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in accordance with the terms capital structure of the Purchase Agreement. Immediately upon receipt Company, and the securities of any shares corporation or other properties received upon the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of Stockassets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the "Pledged Securities"). 2.2 Upon the execution of this Agreement, Pledgor shall be required to deliver to Secured Party certificates for the certificate or certificates representing Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank in the Stock in order that form of Exhibit "1" attached hereto. Immediately upon receipt, Pledgor shall deliver to Secured Party might perfect all certificates and other evidences of the Pledged Securities that come into the possession, custody or control of Pledgor, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance. 2.3 Secured Party may receive, hold and/or dispose of the Pledged Securities subject and pursuant to all the terms, conditions and provisions hereof and of the Loan Agreement (defined below) until the Obligation (defined below) has been discharged in full. Secured Party is hereby authorized and empowered to take any and all action with respect to such property as authorized hereunder. In its discretion and without notice to Pledgor, Secured Party may take any one or more of the following actions, without liability except to account for property actually received by it: (a) transfer to or register in its name or the name of its nominee any of the Pledged Securities, with or without indication of the security interest therein. The Pledgor herein created, and whether or not so transferred or registered, receive the income, dividends and other distributions thereon and hold them or apply them to the Obligation in any order of priority; (b) exercise or cause to be exercised all voting and corporate powers with respect to any of the Pledged Securities so registered or transferred, including all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to such Pledged Securities, as if the absolute owner thereof; (c) insure any of the Pledged Securities; (d) exchange any of the Pledged Securities for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Pledged Securities with any committee or depositary upon such terms as the Secured Party hereby acknowledge and agree that may determine; (e) in its name, or in the value name of Pledgor, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or in exchange for, any of the Stock Pledged Securities and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage in the name of Pledgor; and ("Agreed Value"f) make any compromise or settlement deemed advisable with respect to any of the Pledged Securities. Secured Party shall be deemed under no duty to be (i) exercise, or to withhold the IPO Price if shares are being surrendered hereunder in order exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase this Agreement, and Secured Party shall have no voting rights that may not be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except responsible for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by any failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.

Pledge of Stock. Pledgor Effective upon Employee's purchase(s) of the Stock and the delivery of the Note(s), if same occurs, in order to secure Employee's obligations under the Note(s), Employee hereby pledges pledges, assigns and sets over to Employer, and grants to Secured Party Employer a security interest in, the Stock. The Stock pledged pursuant hereto shall be maintained in escrow with Atlas, Pearxxxx, Xxop & Borkson, P.A. pursuant to the terms of a Pledge and Escrow Agreement attached hereto as Exhibit B. As long as any shares of Stock remain subject to the lien of the Pledge, such shares of Stock may not be further pledged or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of, or attempted so to be, except pursuant to the registration of the Stock pursuant to Section 15 above. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Stock, unless no later than concurrently with the sale of the Stock pursuant to the registration on Form S-8 all Employee Notes which are secured by such Stock are paid in full. In the event any of the Stock is to be titled in the name of an immediate family member of Employee or a trust pursuant to Sections ___ or 14(j), as a condition thereto the designated title holder(s) of such Stock shall attach immediately upon each issuance of Stock execute and deliver to all shares of Stock issued Employer a pledge and escrow agreement, in form and content reasonably satisfactory to Pledgor in accordance Employer and its counsel, consistent with the terms of this Section 16. No transfer of Stock to, or designation by Employee of (for the Purchase purposes of owning Stock) any person or entity shall relieve Employee of any of his obligations under the Employee Note(s) or this Agreement. Immediately upon receipt With respect to each Employee Note under which a voluntary prepayment is made by Employee, provided that interest payments on such Employee Note are current through the date of any prepayment and such Employee Note is not in default and has not been accelerated, for each $3,000 of principal paid by Employee under such Employee Note, an equivalent number of shares of Stock, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock 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 Stock ("Agreed Value") pledged to secure such Employee Note shall be deemed to be (i) released from the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of Stock over the five (5) most recent business days falling prior to the date of delivery by the Secured Party to the Pledgor lien of the notice Pledge. As long as no event of default has occurred with respect to an Employee Note and no event requiring an Offsetgiving right to accelerate such Employee Note has occurred, as such term is defined in the Purchase Agreement. Pledgor Employee shall possess retain all voting rights pertaining to the Stock, 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 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the all Stock except for the right to transfer title theretosecuring such Employee Note. Notwithstanding the foregoingFollowing an event of default or an acceleration event, if an Event of Offset has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 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 10.14 of the Purchase Agreement which arbitration is still pending or in process (a "Continuing Event of Offset"), then Secured Party Employer shall have the right to designate a representative or trustee to vote those shares of Stock covered by or subject to the Resolved Event of Offset or Continuing Event of Offset (the "Offset Shares"), to receive and may exercise all dividends and liquidation proceeds with respect to the Offset Shares, and to receive all other voting rights with respect to the Offset Shares.such Stock. Employee hereby irrevocably appoints Employer

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in the StockRedeemed Shares including without limitation all dividends and distributions thereon, which all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in the capital structure of the Company, and the securities of any corporation or other properties received upon the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of assets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the “Pledged Securities”). 2.2 Secured Party shall attach immediately upon each issuance retain possession of Stock all certificates and other evidences of the Pledged Securities that come into the possession, custody or control of Pledgor, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance, subject to payments by the Company under the Note, on a pro rata basis, pursuant to a schedule for return of the Shares to the Company to be determined by the Parties. 2.3 Secured Party may receive, hold and/or dispose of the Pledged Securities subject and pursuant to all shares the terms, conditions and provisions of Stock issued to Pledgor in accordance with the terms this Agreement, of the Purchase Redemption Agreement, and of the Note until the Obligation (defined below) has been discharged in full. Immediately Secured Party is hereby authorized and empowered to take any and all action with respect to such property as authorized hereunder. In its discretion and without notice to Pledgor, Secured Party may take any one or more of the following actions, without liability except to account for property actually received by it: (a) Transfer to or register in its name or the name of its nominee any of the Pledged Securities, with or without indication of the security interest herein created, and whether or not so transferred or registered, receive the income, dividends and other distributions thereon and hold them or apply them to the Obligation in any order of priority; (b) Exercise or cause to be exercised all voting and corporate powers with respect to any of the Pledged Securities so registered or transferred, including all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to such Pledged Securities, as if the absolute owner thereof; (c) Insure any of the Pledged Securities; (d) Exchange any of the Pledged Securities for other property upon receipt a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Pledged Securities with any shares committee or depositary upon such terms as the Secured Party may determine; (e) In its name, or in the name of StockPledgor, Pledgor demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or in exchange for, any of the Pledged Securities and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage in the name of Pledgor; and (f) Make any compromise or settlement deemed advisable with respect to any of the Pledged Securities. Secured Party shall be required under no duty to deliver exercise, or to withhold the exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to Secured Party the certificate or certificates representing the Stock 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 Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase this Agreement, and Secured Party shall have no voting rights that may not be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except responsible for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by any failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.

Pledge of Stock. Pledgor 2.1 In order to secure and warrant the prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all amounts now or hereafter payable by the Borrower to the Beneficiaries under the Facility Agreements and the other Transaction Document, the Shareholder hereby pledges pledges, hypothecates, assigns, transfers, sets over and grants delivers to Secured Party the Security Agent for and on behalf of the Beneficiaries and the Security Agent hereby accepts the Stock and other Pledged Collateral as a security interest in continuing security. 2.2 The Shareholder shall (i) immediately deliver to the Security Agent for and on behalf of the Beneficiaries and duly endorsed for transfer all shares, stock certificates, liquidation dividends, subscription rights or other evidence of ownership or entitlement now held by them relating to the Stock, which shall attach including without limitation all rights or bonus issues, and (ii) immediately upon each issuance the acquisition or receipt thereof, deliver to the Security Agent for and on behalf of Stock the Beneficiaries and duly endorsed for transfer all shares, stock certificates, liquidation dividends, subscription rights or other evidence of ownership or entitlement hereafter held by them relating to all shares the other Pledged Collateral, including without limitation any rights or bonus issues. 2.3 The Shareholder shall immediately give notice of Stock issued this Share Pledge Agreement in the form of the notice of pledge set out in Schedule Two to Pledgor the directors of the Borrower with a copy to the Security Agent, and shall, in accordance with the terms Borrower's deed of establishment or articles of association (or comparable documents), obtain the registration in the Borrower's shareholder register of this Share Pledge Agreement and any other requisite authorization from the directors, commissioners and/or shareholders of the Purchase Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock 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 Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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 OffsetBorrower, as such term is defined in the Purchase Agreement. Pledgor shall possess all voting rights pertaining to the Stockrelevant, 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 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except for share pledge provided herein. 2.4 In addition to its obligations under Clause 2.3, the right to transfer title thereto. Notwithstanding Shareholder shall immediately obtain the foregoing, if an Event of Offset has occurred acknowledgment and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 consent hereto of the Purchase Borrower by procuring its signature hereto in the spaces provided at the end of this Share Pledge Agreement. By such signature hereto, 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 the Borrower agrees with Section 10.14 the Security Agent, for and on behalf of the Purchase Agreement which arbitration is still pending or Beneficiaries, to immediately cause the registration in process (a "Continuing Event its shareholder register of Offset"), then Secured Party shall have the right this Share Pledge Agreement. 2.5 The Shareholder further covenants and agrees to designate a representative or trustee to vote those shares of Stock covered by or subject deliver to the Resolved Event Security Agent for and on behalf of Offset or Continuing Event of Offset (the "Offset Shares")Beneficiaries such further agreements, to receive all dividends documents and liquidation proceeds with respect to the Offset Sharesinstruments, and to receive obtain such further registrations, as the Security Agent may request in furtherance of the transactions herein contemplated. 2.6 The Shareholder further covenants and agrees to pay any and all stamp duties or other rights with respect transfer tax payable upon transfer of the Pledged Collateral to the Offset SharesBeneficiaries.

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in all issued and outstanding stock in the StockCompany now owned or hereafter acquired by Pledgor, which shall attach immediately upon each issuance including without limitation the stock described on Schedule "A" attached hereto and by this reference made a part hereof, together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of Stock to all shares of Stock issued to Pledgor any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in accordance with the terms capital structure of the Purchase Agreement. Immediately upon receipt Company, and the securities of any shares corporation or other properties received upon the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of Stockassets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the "Pledged Securities"). 2.2 Upon the execution of this Agreement, Pledgor shall be required to deliver to Secured Party certificates for the certificate or certificates representing Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank substantially in the Stock in order that form attached hereto as Exhibit 1. Immediately upon receipt, Pledgor shall deliver to Secured Party might perfect all certificates and other evidences of the Pledged Securities that come into the possession, custody or control of Pledgor, together with 50 appropriate stock transfer powers therefor duly executed by Pledgor in blank, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance. 2.3 Secured Party may receive, hold and/or dispose of the Pledged Securities subject and pursuant to all the terms, conditions and provisions hereof and of the Loan Agreement (defined below) until the Obligation (defined below) has been discharged in full. Secured Party is hereby authorized and empowered to take any and all action with respect to such property as authorized hereunder. In its discretion and without notice to Pledgor, Secured Party may take any one or more of the following actions, without liability except to account for property actually received by it: (a) transfer to or register in its name or the name of its nominee any of the Pledged Securities, with or without indication of the security interest therein. The Pledgor herein created, and whether or not so transferred or registered, receive the income, dividends and other distributions thereon and hold them or apply them to the Obligation in any order of priority; (b) exercise or cause to be exercised all voting and corporate powers with respect to any of the Pledged Securities so registered or transferred, including all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to such Pledged Securities, as if the absolute owner thereof; (c) insure any of the Pledged Securities; (d) exchange any of the Pledged Securities for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Pledged Securities with any committee or depositary upon such terms as the Secured Party hereby acknowledge and agree that may determine; (e) in its name, or in the value name of Pledgor, demand, sue xxx, collect or receive any money or property at any time payable or receivable on account of, or in exchange for, any of the Stock Pledged Securities and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage in the name of Pledgor; and ("Agreed Value"f) make any compromise or settlement deemed advisable with respect to any of the Pledged Securities. Secured Party shall be deemed under no duty to be (i) exercise, or to withhold the IPO Price if shares are being surrendered hereunder in order exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase this Agreement, and Secured Party shall have no voting rights that may not be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except responsible for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by any failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.

Pledge of Stock. Pledgor shall concurrently deliver to Silicon the stock certificates and other securities listed on Exhibit A hereto, together with duly executed instruments of assignment thereof to Silicon (which, together with all replacements and substitutions therefor are hereinafter referred to as the "Securities"). Pledgor hereby pledges to Silicon and grants to Secured Party Silicon a security interest in the StockSecurities, which shall attach immediately upon each issuance of Stock to and all shares of Stock issued to Pledgor in accordance with the terms rights and remedies relating to, or arising out of, any and all of the Purchase foregoing, and all proceeds thereof (collectively, the "Collateral") to secure the payment and performance of all debts, duties, obligations, liabilities, representations, warranties and guaranties of Pledgor to Silicon, heretofore, now, or hereafter made, incurred or created, of every kind and nature (collectively, the "Obligations"), including, but not limited to, those arising under the Loan and Security Agreement of even date herewith (as amended from time to time, the "Loan Agreement"). Immediately Any and all stock dividends, rights, warrants, options, puts, calls, conversion rights and other securities and any and all property and money distributed or delivered with respect to the Securities or issued upon receipt the exercise of any shares of Stockputs, Pledgor shall be required to deliver to Secured Party the certificate calls, conversion rights, options, warrants or certificates representing the Stock other rights included 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 Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights or pertaining to the Stock, so long Securities shall be included in the term "Securities" 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 used herein and shall be subject to submission to arbitration in accordance with Section 10.14 of the Purchase this Pledge Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled deliver the same to receive all proceeds Silicon immediately upon liquidation receipt thereof together with any necessary instruments of the Stocktransfer; provided, if anyhowever, that until an Event of Default (as well as all other rights hereinafter defined) shall occur, Pledgor may retain any dividends paid in cash or its equivalent, with respect to any stock included in the Stock except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred Securities and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 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 10.14 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 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 any interest paid with respect to any bonds, debentures or other evidences of indebtedness included in the Offset Shares, and Securities. Pledgor hereby acknowledges that the acceptance of the pledge of the Securities by Silicon shall not constitute a commitment of any kind by Silicon to receive all other rights with respect permit Pledgor to the Offset Sharesincur Obligations.

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in all issued and outstanding stock in the StockCompany now owned or hereafter acquired by Pledgor, which shall attach immediately upon each issuance including without limitation the stock described on Schedule "A" attached hereto and by this reference made a part hereof, together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of Stock to all shares of Stock issued to Pledgor any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in accordance with the terms capital structure of the Purchase Agreement. Immediately upon receipt Company, and the securities of any shares corporation or other properties received upon the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of Stockassets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the "Pledged Securities"). 2.2 Upon the execution of this Agreement, Pledgor shall be required to deliver to Secured Party certificates for the certificate or certificates representing Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank in the Stock in order that form of Exhibit "1" attached hereto. Immediately upon receipt, Pledgor shall deliver to Secured Party might perfect all certificates and other evidences of the Pledged Securities that come into the possession, custody or control of Pledgor, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance. 2.3 Secured Party may receive, hold and/or dispose of the Pledged Securities subject and pursuant to all the terms, conditions and provisions hereof and of the Loan Agreement (defined below) until the Obligation (defined below) has been discharged in full. Secured Party is hereby authorized and empowered to take any and all action with respect to such property as authorized hereunder. In its discretion and without notice to Pledgor, Secured Party may take any one or more of the following actions, without liability except to account for property actually received by it: (a) transfer to or register in its name or the name of its nominee any of the Pledged Securities, with or without indication of the security interest therein. The Pledgor herein created, and whether or not so transferred or registered, receive the income, dividends and other distributions thereon and hold them or apply them to the Obligation in any order of priority; (b) exercise or cause to be exercised all voting and corporate powers with respect to any of the Pledged Securities so registered or transferred, including all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to such Pledged Securities, as if the absolute owner thereof; (c) insure any of the Pledged Securities; (d) exchange any of the Pledged Securities for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Pledged Securities with any committee or depositary upon such terms as the Secured Party hereby acknowledge and agree that may determine; (e) in its name, or in the value name of Pledgor, demand, sue for, collect or receive any money or property at any xxme payable or receivable on account of, or in exchange for, any of the Stock Pledged Securities and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage in the name of Pledgor; and ("Agreed Value"f) make any compromise or settlement deemed advisable with respect to any of the Pledged Securities. Secured Party shall be deemed under no duty to be (i) exercise, or to withhold the IPO Price if shares are being surrendered hereunder in order exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase this Agreement, and Secured Party shall have no voting rights that may not be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except responsible for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by any failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.

Pledge of Stock. 1.1 In consideration of the loan in the principal amount of Nine Hundred Thousand Dollars ($900,000) made by Lender to Pledgor (the "Loan"), as evidenced by the Note executed simultaneously herewith (the "Note"), and as security for the payment of the Note, Pledgor hereby assigns, transfers, pledges and grants to Secured Party Lender, pursuant to the Georgia Uniform Commercial Code (the "UCC"), a security interest in 9,000,000 of Shares of the Stockno par value common stock of Digital Transmission Systems, which shall attach immediately upon each issuance of Stock Inc. to all shares of Stock issued to be purchased, by Pledgor in accordance part with monies received from the terms Loan ("Shares") which will be acquired by the Trust under the Note. Shares pledged hereunder shall not have been previously allocated to participants in the ESOP or in any other way encumbered. Such assignment and pledge includes any stock rights, rights to subscribe, liquidation dividends, stock dividends, dividends paid in stock or cash, stock splits, warrants, options, stock purchase rights, new securities or other property which Pledgor is or may hereafter become entitled to receive in respect of, or in exchange for, or in substitution of, or on account of the Purchase Agreement. Immediately upon receipt of Shares, and all proceeds thereof at any shares of Stocktime hereafter acquired or issued; provided, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock 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 Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reasonhowever, the average public trading price of each share of Stock over the five (5) most recent business days falling prior to the date occurrence of delivery by the Secured Party to the Pledgor any Event of the notice of an event requiring an Offset, Default (as such term is defined in the Stock Purchase Agreement. Pledgor shall possess all voting rights pertaining to the StockAgreement of even date herewith), 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 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive and retain all proceeds upon liquidation dividends of cash and noncash property (other than stock dividends, stock splits, warrants, options and stock purchase rights) and such dividends shall not constitute part of the Stock, if any, as well as all other rights with respect Collateral. Upon the occurrence of any default specified or referred to in the Note or the Stock 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 10.14 of the Purchase Agreement, by agreement Lender, at its discretion, may cause to be transferred to its own name, or by arbitration decided in favor to the name of Secured Party any other person, firm or corporation, individually or as secured party or trustee or otherwise, to the extent such would not cause the Loan to fail as an exempt loan under Section 4975 of the Internal Revenue Code of 1986 (a referred to hereinafter as the "Resolved Event of OffsetCode") and the regulations thereunder, the property deposited with it pursuant to this Agreement. Subject to Section 2.1 of this Agreement, all property assigned, transferred to, or (ii) has been submitted pledged with the Lender and in which Lender is granted a security interest under this Agreement, including without limitation the Shares, is herein referred to arbitration in accordance with Section 10.14 as "Collateral". This Pledge Agreement is issued pursuant to the terms and provisions of the that certain Stock Purchase Agreement which arbitration is still pending or in process of even date herewith (a the "Continuing Event of OffsetStock Purchase Agreement"), then Secured Party ) between Lender and Pledgor and the terms used herein shall have the right to designate a representative or trustee to vote those shares of same meaning as set out in the Stock covered by or subject to the Resolved Event of Offset or Continuing Event of Offset (the "Offset Shares")Purchase Agreement, 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.unless otherwise defined

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in all issued and outstanding stock in the StockCompany now owned or hereafter acquired by Pledgor, which including without limitation the stock described on Schedule 2.1 attached hereto and by this reference made a part hereof, together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in the capital structure of the Company, and the securities of any corporation or other properties received upon the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of assets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the "Pledged Securities"). 2.2 Upon the execution of this Agreement, Pledgor shall attach immediately deliver to Secured Party certificates for the Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank. Immediately upon each issuance receipt, Pledgor shall deliver to Secured Party all certificates and other evidences of Stock the Pledged Securities that come into the possession, custody or control of Pledgor, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance. 2.3 Secured Party may receive, hold and/or dispose of the Pledged Securities subject and pursuant to all shares the terms, conditions and provisions hereof and of Stock issued the Credit Agreement (defined below) until the Obligation (defined below) has been discharged in full. Secured Party is hereby authorized and empowered to Pledgor take any and all action with respect to such property as authorized under this Agreement. In its discretion and without notice to Pledgor, Secured Party may take any one or more of the following actions if an Event of Default has occurred and is continuing, without liability except to account for property actually received by it: (a) transfer to or register in accordance its name or the name of its nominee any of the Pledged Securities, with or without indication of the security interest herein created and/or the proxy granted to it in Section 5.1; and whether or not the Pledged Securities are so transferred or registered, receive the income, dividends and other distributions thereon except for cash dividends permitted to be paid under the terms of the Purchase Credit Agreement and hold them or apply them to the Obligation in any order of priority; (b) exchange any of the Pledged Securities for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Pledged Securities with any committee or depositary upon such terms as the Secured Party may determine; and (c) in its name, or in the name of Pledgor, demand, sue for, collect or receive any money or property (except xor cash dividends permitted to be paid under the terms of the Credit Agreement) at any time payable or receivable on account of, or in exchange for, any of the Pledged Securities and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage in the name of Pledgor. Immediately upon receipt of any shares of Stock, Pledgor Secured Party shall be required under no duty to deliver exercise, or to withhold the exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to Secured Party the certificate or certificates representing the Stock 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 Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase this Agreement, and Secured Party shall have no voting rights that may not be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except responsible for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by any failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.

Pledge of Stock. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants to Secured Party a security interest in all issued and outstanding stock in SEI now owned or hereafter acquired by Pledgor, including without limitation the Stockstock described on Exhibit "A" hereto, which shall attach immediately together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in the capital structure of SEI, and the securities of any corporation or other properties received upon each issuance the conversion or exchange thereofpursuant to any merger, consolidation, reorganization, sale of Stock assets or other agreement or received upon any liquidation of SEI or such other corporation (all hereinafter called the "Pledged Securities"), subject, however, to all shares the prior and superior pledge and security interests of Stock issued to Pledgor in accordance Imperial and Cruttenden under the Imperial Pledge Agreement and the Cruttenden Pledge Agreement, respectively. 2.2 In connection with the terms execution of the Purchase this Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall irrevocably direct Imperial or Cruttenden, as the case may be, to deliver the Pledged Securities, together with all stock transfer powers executed by Pledgor and delivered to Imperial or Cruttenden, as the case may be, to Secured Party at c/o Quarles & Brady, One East Camelback Road, Suite 400, Phoenix, Arizona 85000-0649, Xxxxxxxxx: X. Xxxxxx Xxxx, Xxx., xx xx xxxx xxxxx xxxxxxx xx Xxxxxed Party may frox xxxx xx xime designate to Imperial or Cruttenden, as the case may be, in writing, at such time as all of the obligations secured by the Imperial Pledge Agreement and the Cruttenden Pledge Agreement have been satisfied or Pledgor is otherwise entitled to the release of the Pledged Securities from any interest under the Imperial Pledge Agreement and the Cruttenden Pledge Agreement. In addition, Pledgor shall cause the following legend to be required added to all certificates evidencing the Pledged Securities: THE SECURITIES EVIDENCED BY THIS CERTIFICATE, AND THE RIGHTS OF THE OWNER THEREOF, ARE SUBJECT TO CERTAIN PLEDGES AND SECURITY INTERESTS IN FAVOR OF IMPERIAL BANK, THE CRUTTENDEN ROTH BRIDGE FUND, LLC, AND THOMAS E. DOOLEY, JR., AS AGENT, THE PRIORITIES XX XXXXX XXX XXX XXRTH IN AN INTERCREDITOR AGREEMENT AMONG SUCH PARTIES DATED MAY 7, 1997. 2.3 Upon termination of the Imperial Pledge Agreement and the Cruttenden Pledge Agreement, Pledgor shall deliver to Secured Party all then existing certificates for the certificate or certificates representing Pledged Securities, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, with signatures guaranteed as required by the Stock in order that transfer agent for the Pledged Securities. Immediately upon receipt, Pledgor shall deliver to Secured Party might perfect its security interest therein. The all certificates and other evidences of the Pledged Securities that come into the possession, custody or control of Pledgor after termination of the Imperial Pledge Agreement and the Cruttenden Pledge Agreement, together with appropriate stock transfer powers therefor duly executed by Pledgor in blank, with signatures guaranteed as required by the transfer agent for the Pledged Securities, and any other property constituting part of the Pledged Securities, free and clear of any prior lien, claim, charge or encumbrance. 2.4 Secured Party hereby acknowledge and agree that the value may receive, hold and/or dispose of the Stock Pledged Securities subject and pursuant to all the terms, conditions and provisions hereof until the Obligation ("Agreed Value"defined below) has been discharged in full. Secured Party shall be deemed under no duty to be (i) exercise, or to withhold the IPO Price if shares are being surrendered hereunder in order exercise of, any of the rights, powers, privileges and options expressly or implicitly granted to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of 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. Pledgor shall possess all voting rights pertaining to the Stock, 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 10.14 of the Purchase this Agreement, and Secured Party shall have no voting rights that may not be presently or hereafter attributable to the Stock. 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 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except responsible for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by any failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement do so or by arbitration decided delay in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 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 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 Sharesso doing.