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. 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. 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. 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. 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 and all rights and remedies relating to, or arising out of Stock to any and all shares of Stock issued to Pledgor in accordance with the terms 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 crested, of every kind and nature (collectively, the "Obligations"), including, but not limited to, those arising under the Loan and Security Agreement of even date (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. In consideration of any financial accommodation given, to be given or continued to the Pledgor, and as collateral security for the payment of all debts, obligations or liabilities now or hereafter existing, absolute or contingent, of the Pledgor to Lender incurred pursuant to that certain Loan Agreement (and as the same may be hereafter amended, supplemented, extended or modified) dated of even date herewith (hereinafter the Loan Agreement), and that certain Promissory Note of the Pledgor dated of even date herewith (hereinafter the “Note”), the Pledgor, hereby assigns, transfers to and pledges with and grants to Secured Party Lender pursuant to the South Carolina Uniform Commercial Code a security interest in the StockPledgor’s right, which shall attach immediately upon each issuance of Stock to all title and interest in 1,100,000 shares of Stock issued to Pledgor in accordance with the terms common stock of First National Bank of the Purchase South (formerly known as First National Bank of Spartanburg) a national banking association (the “Bank”) as evidenced by Stock Certificate No. 001 for 1,100,000 shares issued by the Bank (the “Shares”), together with any and all stock rights, rights paid in stock, new securities or other properties to which the Pledgor is or may hereafter become entitled to receive on account of Shares, and in the event that the Pledgor receives any such property, the Pledgor will immediately deliver it to Lender to be held by Lender hereunder in the same manner as the stock originally pledged hereunder. All property and property rights assigned, transferred to, pledged with Lender and in which Lender is granted a security interest under this paragraph is hereinafter referred to as the “Collateral”. Upon execution and delivery of this Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall be required to deliver to Secured Party Lender certificates evidencing the certificate or certificates representing the Stock Shares, accompanied by executed stock powers 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 blank with respect to the Stock except for Shares in favor of Lender, the right to transfer title thereto. Notwithstanding rights of Lender under which shall be exercisable only upon the foregoing, if occurrence of an Event of Offset Default, and by such other instruments or documents as Lender or its counsel may reasonably request. Pledgor represents that it is the legal and equitable owner of, and has occurred the complete and (i) has been resolvedunconditional authority to pledge, either by failure to timely dispute it as required by Section 10.14 the Shares, and holds the same free and clear of the Purchase Agreementall liens, by agreement or by arbitration decided charges, encumbrances and security interests except those in favor of Secured Party (a "Resolved Event Lender granted hereunder, and will defend its title thereto against the claims of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 all persons whomsoever. All of the Purchase Agreement which arbitration is still pending Shares are duly authorized, validly issued, fully paid and nonassessable. The Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of the Pledgor to do so, Lender at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. All advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement, or in process (the enforcement thereof, shall become a "Continuing Event part of Offset")the indebtedness secured hereunder and shall be paid to Lender by the Pledgor immediately upon demand therefor, then Secured Party shall have with interest thereon until paid in full at 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 Sharesrate as set forth in said Note.

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