Common use of Pledged Assets Clause in Contracts

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): -------------- (i) at the option of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Stockholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment and any indemnification obligations of each Stockholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On the ------------ Release Date, CCC shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iii) any indemnification obligations of any Stockholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders Stockholder pursuant to (and subject to the limitations of) Article 10, the Stockholders Stockholder shall, and by execution hereof do does hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option Closing, cash equal to five percent (5%) of the Stockholders, such Stockholders' pro rata portion Closing Date Consideration and that number of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, equal to ten five percent (105%) of the Base Merger Closing Date Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof; upon determination of the Earn-Out Consideration, cash equal to five percent (5%) of the Earn-Out Consideration and that number of shares of USFloral Common Stock, valued at the Earn-Out Price, equal to five percent (5%) of the Earn-Out Consideration; and the certificates and instruments, if any, representing or evidencing such Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any the Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such the Stockholder receives any such property, such the Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's the Pledged Assets issued in his or her the Stockholder's name in the Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each The Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's the Pledged Assets shall be withheld by CCC USFloral from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets shall be subject to the terms of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets the Escrow Agreement, which shall not be commingled with substantially in the assets of CCC or any of its subsidiaries.form attached hereto as Annex I. ------- (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each the Stockholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders Stockholder the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any the Stockholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets10. For purposes of the preceding sentence and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a1) As collateral security for the payment that number of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): -------------- (i) at the option of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC Common Stock (the "Pledged ------- Shares") with a value, based on the Merger Price, equal to ten ------ fifteen percent (1015%) of the Base Merger Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such the Stockholder's Pledged Assets; (ii2) all securities hereafter delivered to any the Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such the Stockholder receives any such property, such the Stockholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii3) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) ii. Each certificate, if any, evidencing a the Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreementrequest. Each The Stockholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a the Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder. iii. The Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with shall be entitled to exercise any assets of CCC or any of its subsidiaries. All voting powers incident to the shares of CCC Common Stock comprising a Stockholder's constituting the Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiariesand to receive and retain all cash dividends paid thereon. (c) iv. The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each the Stockholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC shall release such pledge and return or cause to be returned to the Stockholders Stockholder the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any the Stockholder pursuant to Article 10 subject 10, and (iv) any amount sufficient in the judgment of CCC's Accountant to fully satisfy the limitations amount of Article 10 to the extent previously paid from the Pledged Assetsany Identified Sales Tax Liabilities. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with ------------ respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders Shareholders pursuant to (and subject to the limitations of) Article 10, the Stockholders Shareholders (other than the Shareholders set forth on SCHEDULE 5) shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the StockholdersShareholders, the "Pledged Assets"): -------------- (i) at the option of the Stockholders, such StockholdersShareholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereofConsideration, and the certificates and instruments, if any, representing or evidencing such StockholderShareholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder Shareholder with respect to or in substitution for the StockholderShareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Shareholder receives any such property, such Stockholder Shareholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a StockholderShareholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing bear ing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Stockholder Shareholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a StockholderShareholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment and any indemnification obligations of each Stockholder Shareholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On the ------------ Release Date, CCC shall release such pledge -------------- and return or cause to be returned to the Stockholders Shareholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions distri butions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iiiii) any indemnification obligations of any Stockholder Shareholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price per share on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding Notwith standing the foregoing or anything to the contrary herein, the Stockholders Shareholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustmenthereof, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.23.1, the Stockholders Shareholders shall have all the rights of stockholders shareholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger post-Closing adjustment to the Final Consideration Adjustment under Section 1.3, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10VIII, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCRIGINC, for the benefit of CCCRIGINC, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option a number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC Common RIGINC Stock with that has a value, value of $200,000.00 based on the Merger PriceRIGINC Closing Stock Price (provided that no fractional shares shall be transferred, equal to ten percent (10%) pledged or assigned hereunder, and the amount of the Base Merger Consideration subject Pledged Assets shall be increased to adjustment pursuant to Section 2.2 or Section 3.1 hereof, the next whole share (rounding up)) and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder the Stockholders with respect to or in substitution for the such Stockholder's Pledged Assetspledged shares of RIGINC Stock, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property (other than cash dividends) at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such if either Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC RIGINC and shall immediately deliver such property to CCC RIGINC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, certificate evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger transactions contemplated hereby, shall be delivered to CCC RIGINC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those provided for by this Agreement or imprinted by the transfer agent at CCCRIGINC's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder shall, at the Closing, deliver to CCCRIGINC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC him or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiariesher. (c) The Stockholders shall be entitled to retain cash proceeds from, and exercise any voting powers incident to, the Pledged Assets that are not applied to satisfy any Final Consideration Adjustment pursuant to Section 1.3 and any indemnification obligations of the Stockholders pursuant to Article VIII. (d) The Pledged Assets shall be available to satisfy any Merger Final Consideration Adjust ment Adjustment pursuant to Section 1.3 and any indemnification obligations of each Stockholder the Stockholders pursuant to (and subject to the limitations of) Article 10 VIII until the date which that is one year hundred eighty-three (183) days after the Effective Time Closing (the "Release Date"). On the ------------ Release Date, CCC shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iii) any indemnification obligations of any Stockholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.On

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option [cash][that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, ,] equal to ten percent (10%) of each Stockholder's share of the Base Merger Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any such Stockholder with respect to or in substitution for the such Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by himhim or her. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC USFloral from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a such Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each Stockholder the Stockholders pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, but only to the extent such adjustment has not already been paid, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any previously applied indemnification obligations of any Stockholder the Stockholders pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets10. For purposes of the preceding sentence and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): -------------- (i) at the option of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Stockholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment Adjustment and any indemnification obligations of each Stockholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On the ------------ Release Date, CCC shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iii) any indemnification obligations of any Stockholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option Closing, that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of each Stockholder's share of the Base Merger Closing Date Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; (ii) upon determination of the Earn-Out Consideration, any shares of USFloral Common Stock to be issued in payment of the Earn-Out Consideration in excess of that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price, of $2.4 million (the "Earn-Out Pledged Assets"); (iii) all securities hereafter delivered to any such Stockholder with respect to or in substitution for the such Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iiiiv) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her its name in the Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC him or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiariesit. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment Adjustment pursuant to Section 3.1 and any indemnification obligations of each Stockholder the Stockholders pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual ) any Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any Stockholder the Stockholders pursuant to Article 10 subject 10. Notwithstanding the preceding two sentences, the Earn- Out Pledged Assets shall be available to satisfy any Earn-Out Consideration Adjustment until the determination by USFloral's Accountants of the 1998 Earn- Out EBIT. Promptly following such determination, USFloral shall return or cause to be returned to the limitations of Article 10 Stockholders the Earn-Out Pledged Assets, less Earn-Out Pledged Assets having an aggregate value equal to the extent previously paid from the Pledged Assetsamount of any Earn-Out Consideration Adjustment under Section 3.1. For purposes of the preceding sentence this Section 3.2(c) and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual any Merger Consideration Adjustment under Section 3.1 3.1, (y) the Earn-Out Price with respect to any Earn-Out Consideration Adjustment and (yz) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the . (d) The Stockholders shall be entitled to satisfy exercise any claims relating voting powers incident to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, Assets and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive and retain all cash dividends and distributions paid thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option Closing, that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of each Stockholder's share of the Base Merger Initial Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price, equal to ten percent (10%) of each Stockholder's share of the Earn-Out Consideration, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; (ii) upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price equal to fifty percent (50%) of each Stockholder's share of the Earn-Out Consideration (the "Earn-Out Pledged Assets"); (iii) all securities hereafter delivered to any such Stockholder with respect to or in substitution for the such Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iiiiv) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by himhim or her. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC USFloral from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a such Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each Stockholder the Stockholders pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made in good faith by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any Stockholder the Stockholders pursuant to Article 10 subject 10. Notwithstanding the preceding two sentences the Earn-out Pledged Assets shall be available to satisfy any adjustment to the limitations Earn-out Consideration until the determination by USFloral's Accountant's of Article 10 the 1999 EBIT. Promptly following such determination, USFloral shall cause to be returned to the extent previously paid from Stockholders the Earn-out Pledged Assets, less Earn-out Pledged Assets having an aggregate value equal to the amount of any adjustment to the Earn-out Consideration under Section 3.1. For purposes of the preceding sentence this Section 3.2(c) and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 3.1, (y) the Earn-out Price with respect to any adjustment to the Earn-out Consideration and (yz) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders Shareholders pursuant to (and subject to the limitations of) Article 10, the Stockholders Shareholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the StockholdersShareholders, the "Pledged Assets"): -------------- (i) at the option of the StockholdersShareholders, such StockholdersShareholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such StockholderShareholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder Shareholder with respect to or in substitution for the StockholderShareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Shareholder receives any such property, such Stockholder Shareholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a StockholderShareholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Stockholder Shareholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a StockholderShareholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder Shareholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a StockholderShareholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment Adjustment and any indemnification obligations of each Stockholder Shareholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On the ------------ Release Date, ------------ CCC shall release such pledge and return or cause to be returned to the Stockholders Shareholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder Shareholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iii) any indemnification obligations of any Stockholder Shareholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.under

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment post-Closing adjustment to the Purchase Price under Section 2.1, or any indemnification obligations of the Stockholders Stockholder pursuant to (and subject to the limitations of) Article 109, the Stockholders Stockholder shall, and by execution hereof do hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option Closing, that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Initial Price, equal to ten percent (10%) of the Base Merger Initial Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 1.2 or Section 3.1 2.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price, equal to ten percent (10%) of the Earn-Out Consideration, and the certificates and instruments, if any, representing or evidencing the Pledged Assets; (ii) upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price equal to fifty percent (50%) of the Earn-Out Consideration (the "Earn-Out Pledged Assets"); (iii) all securities hereafter delivered to any such Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-non- cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such the Stockholder receives any such property, such the Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iiiiv) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's the Pledged Assets issued in his or her the Stockholder's name in the Merger Stock Purchase shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each The Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by himhim or her. Any cash comprising a Stockholder's the Pledged Assets shall be withheld by CCC USFloral from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment post-Closing adjustment to the Purchase Price pursuant to Section 2.1 and any indemnification obligations of each the Stockholder pursuant to (and subject to the limitations of) Article 10 9 until the date which is one year after the Effective Time Closing Date (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders Stockholder the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment Purchase Price under Section 3.12.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 109), and (iii) any indemnification obligations of any the Stockholder pursuant to Article 10 subject 9. Notwithstanding the preceding two sentences the Earn-Out Pledged Assets shall be available to satisfy any adjustment to the limitations Earn-Out Consideration until the determination by USFloral's Accountant's of Article 10 the 1999 EBIT. Promptly following such determination, USFloral shall cause to be returned to the extent previously paid from Stockholder the Earn-Out Pledged Assets, less Earn-Out Pledged Assets having an aggregate value equal to the amount of any adjustment to the Earn-Out Consideration under Section 2.1. For purposes of the preceding sentence this Section 2.2(c) and Article 109, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Initial Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment Purchase Price under Section 3.1 2.1, (y) the Earn-Out Price with respect to any adjustment to the Earn-Out Consideration and (yz) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets9. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As At the Closing, as collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders Shareholders pursuant to (and subject to the limitations of) Article 105, the Stockholders shallShareholders shall enter into a pledge of stock and security agreement in the form attached hereto as Exhibit B (the "Pledge of Stock and Security Agreement"), and by execution hereof do hereby, to transfer, pledge and assign to CCCDBT, for the benefit of CCCDBT, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at for purposes of Article 5 (other than Section 5.1(a)(vii)) such number of shares of DBT Common Stock received in the option Merger by the Shareholders which shall equal the product of (x) $800,000, and (y) the Stockholdersownership percentage set forth beside each Shareholder's name on Schedule 2.2(b) hereto (the "Shares") and, for purposes of Section 5.1(a)(vii) only, such Stockholders' pro rata portion additional number of cash and/or shares of CCC DBT Common Stock with a value, based on received in the Merger Priceby the Shareholders which shall equal the product of (x) $1,600,000, equal to ten percent and (10%y) the ownership percentage set forth beside each Shareholder's name on Schedule 2.2(b) hereto (the "Additional Shares"), all in accordance with the Pledge of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereofStock and Security Agreement, and the certificates and instruments, if any, representing or evidencing each such StockholderShareholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder such Shareholder with respect to or in substitution for the Stockholdersuch Shareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Shareholder receives any such property, such Stockholder Shareholder shall hold such property in trust for CCC DBT and shall immediately deliver such property to CCC DBT to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a StockholderShareholder's Pledged Assets issued in his or her name in the Merger Merger, shall be delivered to CCC DBT directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCDBT's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder Shareholder shall, at the Closing, deliver to CCCDBT, for each such certificate, a stock power duly signed in blank by himhim or her. Any cash comprising that comprises a StockholderShareholder's Pledged Assets shall be withheld by CCC DBT from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiariessuch Shareholder. (c) Unless the Pledged Assets are applied to satisfy any indemnification obligation of the Shareholders pursuant to Article 5, the Shareholders shall be entitled to retain cash proceeds from, and exercise any voting powers incident to, the Pledged Assets. (d) The Pledged Assets (other than the Additional Shares) shall be available to satisfy any Merger Consideration Adjust ment and any indemnification obligations of each Stockholder the Shareholders pursuant to Article 5 (and subject to the limitations ofother than Section 5.1(a)(vii)) Article 10 until the date which is earlier of (x) one (1) year after the Effective Time Closing Date or (y) thirty (30) days after the date of filing with the Securities and Exchange Commission of DBT's annual report on Form 10-K for the fiscal year ended December 31, 1999, (the "Release Date"). On The Additional Shares shall be available to satisfy any indemnification obligations of the ------------ Shareholders pursuant to Section 5.1(a)(vii) which shall survive the Closing Date and Release Date as set forth in the Pledge of Stock and Security Agreement. Promptly following the Release Date, CCC DBT shall release such pledge and return or cause to be returned to the Stockholders Shareholders the Pledged Assets (including other than the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledgeAdditional Shares), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 105), and (iiiii) any satisfied indemnification obligations of any Stockholder the Shareholders pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets5. For purposes of the preceding sentence and Article 105, the CCC DBT Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market $27.91 per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assetsshare. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders Shareholders pursuant to (and subject to the limitations of) Article 10, the Stockholders Shareholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the StockholdersShareholders, the "Pledged Assets"): -------------- (i) at the option of the StockholdersShareholders, such StockholdersShareholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such StockholderShareholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder Shareholder with respect to or in substitution for the StockholderShareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Shareholder receives any such property, such Stockholder Shareholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a StockholderShareholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Stockholder Shareholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a StockholderShareholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder Shareholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a StockholderShareholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment Adjustment and any indemnification obligations of each Stockholder Shareholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On the ------------ Release Date, ------------ CCC shall release such pledge and return or cause to be returned to the Stockholders Shareholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder Shareholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iii) any indemnification obligations of any Stockholder Shareholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders Shareholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders Shareholders shall have all the rights of stockholders shareholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder Shareholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such StockholderShareholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Purchase Price Adjustment under Section 2.1, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 109, the Stockholders Juecla shall, and by execution hereof do does hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option Closing, that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Initial Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment Purchase Price as the same may have been adjusted pursuant to Section 2.2 1.2 or Section 3.1 2.1 hereof, and the certificates and instruments, if any, representing or evidencing such StockholderJuecla's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder Juecla with respect to or in substitution for the StockholderJuecla's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Juecla receives any such property, such Stockholder Juecla shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a StockholderJuecla's Pledged Assets issued in his or her its name in the Merger Stock Purchase shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder Juecla shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiariesit. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment Purchase Price Adjustment pursuant to Section 2.1 and any indemnification obligations of each the Stockholder pursuant to (and subject to the limitations of) Article 10 9 until the date which is one year after the Effective Time Closing Date (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration ) any Purchase Price Adjustment under Section 3.12.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 109) subject to the limitations of Article 10until such claim is resolved, and (iii) any indemnification obligations of any Stockholder the Stockholders pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets9. For purposes of the preceding sentence this Section 2.2(c) and Article 109, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Initial Price with respect to the Actual Merger Consideration any Purchase Price Adjustment under Section 3.1 2.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets9. (d) While Juecla shall be entitled to exercise any shares of CCC Common Stock remain subject voting powers incident to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC receive and the fiduciaries of such Stockholderretain all cash dividends paid thereon.

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of each Stockholder's share of the Base Merger Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any such Stockholder with respect to or in substitution for the such Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by himhim or her. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC USFloral from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a such Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each Stockholder the Stockholders pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any Stockholder the Stockholders pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets10. For purposes of the preceding sentence and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option Closing, that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Initial Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such the Stockholder's Pledged Assets; upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price, equal to ten percent (10%) of the Earn-Out Consideration, and the certificates and instruments, if any, representing or evidencing such Pledged Assets; (ii) upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price equal to fifty percent (50%) of the Earn-Out Consideration (the "Earn-Out Pledged Assets"), and the certificates and instruments, if any, representing or evidencing the Earn-Out Pledged Assets; (iii) all securities hereafter delivered to any the Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-non- cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such the Stockholder receives any such property, such the Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iiiiv) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a the Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each The Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a the Stockholder's Pledged Assets shall be withheld by CCC USFloral from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each the Stockholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders Stockholder the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any the Stockholder pursuant to Article 10 subject 10. Notwithstanding the preceding two sentences the Earn-out Pledged Assets shall be available to satisfy any adjustment to the limitations Earn-out Consideration until the determination by USFloral's Accountant's of Article 10 the 1999 EBIT. Promptly following such determination, USFloral shall cause to be returned to the extent previously paid from Stockholder the Earn-out Pledged Assets, less Earn-out Pledged Assets having an aggregate value equal to the amount of any adjustment to the Earn-out Consideration under Section 3.1. For purposes of the preceding sentence this Section 3.2(c) and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 3.1, (y) the Earn-out Price with respect to any adjustment to the Earn-out Consideration and (yz) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders Shareholders pursuant to (and subject to the limitations of) Article 10, the Stockholders Shareholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the StockholdersShareholders, the "Pledged Assets"): -------------- (i) at the option of the StockholdersShareholders, such StockholdersShareholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such StockholderShareholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder Shareholder with respect to or in substitution for the StockholderShareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Shareholder receives any such property, such Stockholder Shareholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a StockholderShareholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Stockholder Shareholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a StockholderShareholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder Shareholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a StockholderShareholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment Adjustment and any indemnification obligations of each Stockholder Shareholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On the ------------ Release Date, ------------ CCC shall release such pledge and return or cause to be returned to the Stockholders Shareholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder Shareholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iii) any indemnification obligations of any Stockholder Shareholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders Shareholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders Shareholders shall have all the rights of stockholders shareholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder Shareholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such StockholderShareholder.

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option Closing, that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of each Stockholder's share of the Base Merger Initial Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; (ii) upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price equal to fifty percent (50%) of each Stockholder's share of the Earn-Out Consideration (the "Earn-Out Pledged Assets"); (iii) all securities hereafter delivered to any such Stockholder with respect to or in substitution for the such Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iiiiv) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by himhim or her. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC USFloral from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a such Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each Stockholder the Stockholders pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any Stockholder the Stockholders pursuant to Article 10 subject 10. Notwithstanding the preceding two sentences the Earn-out Pledged Assets shall be available to satisfy any adjustment to the limitations Earn-out Consideration until the determination by USFloral's Accountant's of Article 10 the 2000 EBIT. Promptly following such determination, and upon repayment by the Stockholders of the cash portion of the Earn-Out Consideration Adjustment, if any, USFloral shall cause to be returned to the extent previously paid from Stockholders the Earn-out Pledged Assets, less Earn-out Pledged Assets having an aggregate value equal to the amount of the stock portion of the Earn-out Consideration Adjustment under Section 3.1. For purposes of the preceding sentence this Section 3.2(c) and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 3.1, (y) the Earn-out Price with respect to any adjustment to the Earn-out Consideration and (yz) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any post-Closing adjustment to the Merger Consideration Adjustment under Section 3.1, or any indemnification obligations of the Stockholders Stockholder pursuant to (and subject to the limitations of) Article 10, the Stockholders Stockholder shall, and by execution hereof do does hereby, transfer, pledge and assign to CCCUSFloral, for the benefit of CCCUSFloral, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option that number of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Stockholder's share of the Merger Consideration subject to adjustment as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such the Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any the Stockholder with respect to or in substitution for the Stockholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such the Stockholder receives any such property, such the Stockholder shall hold such property in trust for CCC USFloral and shall immediately deliver such property to CCC USFloral to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a the Stockholder's Pledged Assets issued in his or her name in the a Merger shall be delivered to CCC USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCUSFloral's request in accordance with the terms and provisions of this Agreementrequest. Each The Stockholder shall, at the Closing, deliver to CCCUSFloral, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 3.1 and any indemnification obligations of each the Stockholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On Promptly following the ------------ Release Date, CCC USFloral shall release such pledge and return or cause to be returned to the Stockholders Stockholder the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10), and (iii) any indemnification obligations of any the Stockholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets10. For purposes of the preceding sentence and Article 10, the CCC USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any post-Closing adjustment to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock"Market Value") with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment damages resulting from a breach of this Agreement or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 109, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCCPurchaser, for the benefit of CCCPurchaser, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): --------------): (i) at the option of the StockholdersClosing, such Stockholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten twenty percent (1020%) of the Base Merger Consideration subject initial Purchaser Common Stock delivered to adjustment the Stockholders pursuant to Section 2.2 or Section 3.1 1.2 hereof, and the certificates and instruments, if any, representing or evidencing such Stockholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder Stockholders with respect to or in substitution for the Stockholder's Pledged AssetsAssets described in clause (i), all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Stockholders receives any such property, such Stockholder Stockholders shall hold such property in trust for CCC Purchaser and shall immediately deliver such property to CCC Purchaser to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's the Pledged Assets issued in his or her name in the Merger pursuant to this Agreement shall be delivered to CCC Purchaser directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCCPurchaser's request in accordance with the terms and provisions of this Agreementrequest. Each Stockholder Stockholders shall, at the ClosingClosing or at such other date of receipt, deliver to CCCPurchaser, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiariesit. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment damages for breach of this Agreement and any indemnification obligations of each Stockholder Stockholders pursuant to (and subject to the limitations of) Article 10 9 until the date which that is one year two years after the Effective Time Closing Date (the "Release Date"). On Promptly following the ------------ Release Date, CCC Purchaser shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1) any damages for breach, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 109) subject to the limitations of Article 10until such claim is resolved, and (iii) any indemnification obligations of any Stockholder Stockholders pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets9. For purposes of the preceding sentence this Section 2.1(c) and Article 109, the CCC Purchaser Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect arithmetic mean of the closing price of the Purchaser Common Stock for the 20 trading days ending on the day prior to the Actual Merger Consideration Adjustment under Section 3.1 and closing reduced by (y) the average of the closing price on the Nasdaq National Market per share amount of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation any damages or Claims. (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stockd) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy exercise any claims relating voting powers incident to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, Assets and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive and retain all cash dividends and distributions paid thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As partial collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders pursuant to (and subject to the limitations of) Article 10IX, the Stockholders shall, and by execution hereof do hereby, hereby transfer, pledge and assign to CCCLifeMinders, for the benefit of CCCLifeMinders, a security interest in the following assets (collectively, with respect to all of the Stockholders, the "Pledged Assets"): -------------- (i) at the option of the Stockholders, such Stockholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten five percent (105%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereofStock comprising each such Stockholder's Pro Rata Share of the Merger Stock, plus each such Stockholder's Pro Rata Share of the Additional Pledge Shares, and the certificates and instruments, if any, representing or evidencing such Stockholder's Pledged Assetsall of the foregoing; (ii) all securities hereafter delivered to any Stockholder such person with respect to or in substitution for the Stockholdersuch person's Pledged AssetsAssets set forth in foregoing clause (i), all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends securities and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and and, subject to paragraph (c) below, all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC LifeMinders directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this AgreementLifeMinders' request. Each Stockholder shall, at the Closing, deliver to CCCLifeMinders, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a Stockholder's him or it. (c) Unless and until the Pledged Assets are applied to satisfy any indemnification obligation pursuant to Article IX, and in accordance with the procedures set forth therein, the Pledged Assets shall be withheld by CCC from distribution property of the Stockholders and each of them shall be entitled to the Stockholder retain any cash proceeds from, and placed by CCC into an interest bearing custodial account that is not commingled with exercise any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a Stockholder's voting powers incident to, their respective Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiariesAssets. (cd) The Pledged Assets shall be available to satisfy (x) any post- Closing adjustment to the Merger Consideration Adjust ment pursuant to Section 1.2(b) and (y) any indemnification obligations of each Stockholder pursuant to Article IX for a period of one (and subject to the limitations of1) Article 10 until the date which is one year after following the Effective Time (the "Release Date"). On Promptly following ------------ the ------------ Release Date, CCC LifeMinders shall release such pledge and return or cause to be returned to the Stockholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge)Assets, less Pledged Assets having an aggregate value equal to the amount of (i), in ) any post-Closing adjustment to the discretion of CCC, the Actual Merger Consideration Adjustment under pursuant to Section 3.11.2(b), (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10IX), and (iii) any amounts finally determined to be owed in respect of indemnification obligations of any Stockholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged AssetsIX. For purposes of the preceding sentence and Article 10IX, the CCC each share of LifeMinders Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged AssetsPrice. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders shall have all the rights of stockholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder that is a Profit Sharing Plan (as defined in Section 5.22(j)) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such Stockholder.

Pledged Assets. (a) As collateral security for the payment of any Merger Consideration Adjustment or any indemnification obligations of the Stockholders Shareholders pursuant to (and subject to the limitations of) Article 10, the Stockholders Shareholders shall, and by execution hereof do hereby, transfer, pledge and assign to CCC, for the benefit of CCC, a security interest in the following assets (collectively, with respect to all of the StockholdersShareholders, the "Pledged Assets"): -------------- (i) at the option of the StockholdersShareholders, such StockholdersShareholders' pro rata portion of cash and/or shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration subject to adjustment pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing such StockholderShareholder's Pledged Assets; (ii) all securities hereafter delivered to any Stockholder Shareholder with respect to or in substitution for the StockholderShareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Stockholder Shareholder receives any such property, such Stockholder Shareholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a StockholderShareholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Stockholder Shareholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. Any cash comprising a StockholderShareholder's Pledged Assets shall be withheld by CCC from distribution to the Stockholder Shareholder and placed by CCC into an interest bearing custodial account that is not commingled with any assets of CCC or any of its subsidiaries. All shares of CCC Common Stock comprising a StockholderShareholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any Merger Consideration Adjust ment Adjustment and any indemnification obligations of each Stockholder Shareholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date"). On the ------------ Release Date, ------------ CCC shall release such pledge and return or cause to be returned to the Stockholders Shareholders the Pledged Assets (including the interest earned on any cash portion of the Pledged Assets of each Stockholder Shareholder and including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i), in the discretion of CCC, the Actual Merger Consideration Adjustment under Section 3.1, (ii) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the limitations of Article 10, and (iii) any indemnification obligations of any Stockholder Shareholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the preceding sentence and Article 10, the CCC Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to the Actual Merger Consideration Adjustment under Section 3.1 and (y) the average of the closing price on the Nasdaq National Market per share of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock) with respect to indemnification obligations pursuant to Article 10. Notwithstanding the foregoing or anything to the contrary herein, the Stockholders Shareholders shall be entitled to satisfy any claims relating to the Pledged Assets, including but not limited to any indemnification pursuant to Article 10 hereof or any Merger Consideration Adjustment, with cash, in lieu of shares of CCC Common Stock constituting Pledged Assets. (d) While any shares of CCC Common Stock remain subject to the pledge set forth herein, and pending the disbursement thereof in accordance with this Section 3.2, the Stockholders Shareholders shall have all the rights of stockholders shareholders of CCC with respect to such shares (including without limitation the right to vote such shares in accordance with their respective interest therein and the right to receive dividends and distributions thereon), except (i) the right of possession thereof, (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of such shares or any interest therein and (iii) the right to possession of any dividends or other distributions received in respect thereof. (e) Notwithstanding the foregoing provisions of this Section 3.2, the Pledged Assets of any Stockholder Shareholder that is a Profit Sharing Plan (as defined in Section 5.22(j)7.19) shall be held by a third party agent and upon terms reasonably acceptable to CCC and the fiduciaries of such StockholderShareholder.