FORM OF PLEDGE AGREEMENT dated as of September 30, 2007 by and among THOMAS WEISEL PARTNERS GROUP, INC., TWP HOLDINGS COMPANY (CANADA), ULC TWP ACQUISITION COMPANY (CANADA), INC., and THE INDIVIDUAL NAMED HEREIN
FORM
OF
PLEDGE AGREEMENT
dated
as
of September 30, 2007
by
and
among
XXXXXX
XXXXXX PARTNERS GROUP, INC.,
TWP
HOLDINGS COMPANY (CANADA), ULC
TWP
ACQUISITION COMPANY (CANADA), INC.,
and
THE
INDIVIDUAL NAMED HEREIN
PLEDGE
AGREEMENT,
dated
as of September 30, 2007 (this “Agreement”),
by
and among Xxxxxx Xxxxxx Partners Group, Inc., a Delaware corporation
(“TWPG
Inc.”),
on
its behalf and on behalf of its subsidiaries and affiliates (collectively with
TWPG Inc., and its and their predecessors and successors, the “Firm”),
TWP
Holdings Company (Canada), ULC, an unlimited liability company organized under
the laws of the Province of Nova Scotia and a wholly-owned subsidiary of Parent
(“CallRightCo”),
TWP
Acquisition Company (Canada), Inc., a corporation organized under the Ontario
Business Corporations Act and a wholly-owned subsidiary of CallRightCo
(“Canadian
Sub”,
and
together with TWPG Inc. and CallRightCo, the “TWPG
Pledgees”)
and
the individual whose name appears at the end of this Agreement (“Pledgor”).
RECITALS
WHEREAS,
in connection with Pledgor’s participation in the Arrangement Agreement (the
“Arrangement
Agreement”),
dated
as of September 30, 2007, by and among TWPG Inc., Canadian Sub, Westwind Capital
Corporation, a corporation
organized under the Ontario Business Corporations Act and Xxxxxx Xxxxxxxx,
as
Shareholders’ Representative, Pledgor, along with other persons party thereto,
and TWPG Inc. have entered into a Westwind Capital Corporation Shareholders’
Equity Agreement (the “Westwind
Shareholders’ Equity Agreement”),
dated
as of the date hereof, in respect of, inter alia,
Pledgor’s obligations (the “Obligations”)
to
keep information concerning the Firm confidential, not to engage in competitive
activities, not to solicit the Firm’s clients or employees, and to cooperate
with the Firm in maintaining certain relationships following the termination
of
Pledgor’s employment. In addition, Pledgor has agreed under the Westwind
Shareholders’ Equity Agreement to certain provisions regarding arbitration,
choice of law and choice of forum, injunctive relief and submission to
jurisdiction with respect to the enforcement of the Obligations.
WHEREAS,
pursuant to the Westwind Shareholders’ Equity Agreement, Pledgor has agreed to
pay a certain amount of liquidated damages (the “Liquidated Damages”),
in
the form of forfeiture of certain shares of the TWPG Common Stock and/or
Exchangeable Shares (as defined below) received by Pledgor pursuant to the
Arrangement Agreement, to TWPG Inc. in respect of any breach by Pledgor of
certain of the Obligations set forth in the Westwind Shareholders’ Equity
Agreement. As security for the timely payment of the Liquidated Damages, Pledgor
has agreed to pledge to the Firm certain shares (the “Pledged
Shares”)
comprised of (i) shares of common stock, par value $0.01 per share, of TWPG
Inc.
(the “TWPG
Common Stock”)
and/or
(ii) non-voting exchangeable shares in the capital stock of Canadian Sub (the
“Exchangeable Shares”),
or
other collateral described below, all as set forth herein.
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WHEREAS,
pursuant to, and subject to the limitations set forth in Article IX of, the
Arrangement Agreement, Pledgor may be required to indemnify the Parent
Indemnified Parties for certain Acquiror Losses (as defined in the Arrangement
Agreement) (such Acquiror Losses for which Pledgor is required to indemnify
the
Parent Indemnified Parties under the Arrangement Agreement, the “Applicable
Acquiror Losses”).
NOW,
THEREFORE, in consideration of the premises contained herein and for other
good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE
I
PLEDGE
Section
1.01 Pledged
Securities.
(a)
Unless otherwise requested by Pledgor pursuant to the last sentence
of Section
1.01(b),
as
collateral security for the full and timely payment of Liquidated Damages and
the satisfaction of claims in respect of Applicable Acquiror Losses under the
Arrangement Agreement, Pledgor hereby delivers, deposits, pledges, transfers
and
assigns to TWPG Inc., in form transferable by delivery, and creates for the
benefit of TWPG Inc. a perfected first priority security interest in, the
Pledged Shares with a Fair Market Value (as defined in Section
1.01(d))
on the
date hereof equal to the amount of the Liquidated Damages (and all certificates
or other instruments or documents evidencing the Pledged Shares) and, except
as
set forth in Section
1.02(a),
all
proceeds thereof (together with any securities or property to be delivered
to
TWPG Inc. pursuant to Section
1.02(b)
and,
upon substitution or delivery in accordance with Section
1.01(b),
any
Substitute Collateral (as defined in Section
1.01(b)),
the
“Pledged
Securities”).
Pledgor herewith delivers to TWPG Inc. appropriate undated security transfer
powers duly executed in blank (or other documents deemed necessary or
appropriate by TWPG Inc. to give TWPG Inc. control (as defined in the Uniform
Commercial Code of the State of New York (the “UCC”)))
(such transfer powers and other appropriate documents, the “Control
Documents”)
in
respect of the Pledged Securities, and will deliver the Control Documents for
all Pledged Securities to be pledged hereunder from time to time.
(b)
During the term of this Agreement, Pledgor may substitute for
the
Pledged Securities readily marketable direct obligations of the United States,
any agency thereof, or any triple-A rated sovereign, shares of TWPG Common
Stock, Exchangeable Shares or other collateral acceptable to the Board of
Directors of TWPG Inc. in its reasonable discretion (collateral other than
the
Pledged Shares, the “Substitute Collateral”)
with a
Fair Market Value on the date of substitution equal to or greater than the
Fair
Market Value on such date of the Pledged Securities to be released in exchange
therefor.
Upon such substitution, the Pledged Securities replaced by such Substitute
Collateral
shall be released from the pledge hereunder.
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(c) This
Agreement shall not prohibit Pledgor from (i) disposing of the Pledged
Securities if Pledgor is not prohibited from doing so by the terms of the
Westwind Shareholders’ Equity Agreement, any other written agreement
with
TWPG
Inc. or the Firm, or any law or regulation or Firm policy (collectively, the
“Restrictions”),
or
(ii) in the case of Pledged Shares that are Exchangeable Shares, exercising
Pledgor’s rights to receive shares of TWPG Common Stock in exchange therefor;
provided,
that
such disposition or exchange shall be made expressly subject to all of TWPG
Inc.’s rights hereunder, that the provisions of this Agreement shall (as
described
in Section
1.01(a))
apply to
all proceeds of such disposition or exchange, and that
such
disposition or exchange shall be permitted only if TWPG Inc., acting reasonably,
shall have determined that such disposition or exchange will not result in
the
loss for any period by TWPG Inc. of the perfection of its first priority
security interest in such proceeds or Pledgor has otherwise taken such steps
as
may be reasonably required by TWPG Inc. to ensure the continued perfection
of
the pledge hereunder; provided,
further, that in the case of any disposition referred to in (i) above,
the proceeds thereof are cash, the Substitute Collateral, Tender or Exchange
Offer Consideration or a combination thereof, with an aggregate Fair Market
Value on the date of such disposition equal to or greater than the Fair Market
Value on such date of the Pledged Securities so disposed of. Pledgor shall
give
TWPG Inc. prior written notice of any proposed transaction under clause (i)
of
this Section
1.01(c).
For
purposes of this Agreement, “Tender
or Exchange Offer
Consideration”
means
the consideration issuable for the Pledged Securities pursuant to any tender
or
exchange offer in which Pledgor is not prohibited from participating by the
Restrictions.
(d) For
purposes of this Agreement, the “Fair
Market Value”
of
any
Pledged Security means, as of any date (1) in the case of a Pledged Security
that is a share of TWPG Common Stock or an Exchangeable Share, the average
of
the daily closing prices for a share of TWPG Common Stock on the principal
securities exchange or market on which the TWPG Common Stock is traded for
the
10 consecutive business days before the date in question (the “Average
Closing Price”);
provided,
however,
that in
connection with any taking of ownership by TWPG Inc. of the Pledged Securities
under Section
1.03
hereof,
the Average Closing Price shall be determined as the average of the daily
closing prices for a share of TWPG Common Stock on the principal securities
exchange or market on which the TWPG Common Stock is traded for the 10
consecutive business days before the date the Enforcement Notice (as hereafter
defined) was given, and (2) otherwise, the fair market value thereof as
determined in good faith by TWPG Inc. Any good faith determination by TWPG
Inc.
of the Fair Market Value of any Pledged Security will be binding on
Pledgor.
Section
1.02 Administration
of Security.
The
following provisions shall
govern the administration of Pledged Securities:
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(a) So
long
as no Payment Event (as defined below) has occurred and is continuing, Pledgor
shall (i) (subject to any restrictions imposed under the Westwind Shareholders’
Equity Agreement) be entitled to vote Pledged Securities and to exercise all
of
Pledgor’s rights under the Westwind Shareholders’ Equity Agreement, the
Arrangement Agreement and, if applicable, the Voting and Exchange Trust
Agreement (as defined in the Arrangement Agreement), in respect of the Pledged
Shares, (ii) to receive and retain all regular quarterly cash dividends and
distributions and, except as set forth in Section
1.02(b)
below,
other dividends and distributions thereon and to give consents, waivers and
ratifications in respect thereof, and (iii) to exercise any retraction or other
similar exchange rights in respect of any Pledged Shares that are Exchangeable
Shares. As used herein, a “Payment
Event”
shall
mean (x) the failure by Pledgor to make any payment of the Liquidated Damages
upon demand by TWPG Inc. therefor as provided in the Westwind Shareholders’
Equity Agreement (an “Equity
Payment Event”)
or (y)
an Arrangement Indemnification Event (as defined in the Arrangement Agreement)
(an “Indemnity
Payment Event”).
(b) If
Pledgor becomes entitled to receive, or receives, any certificate representing
the Pledged Securities (or other security that may succeed the Pledged
Securities or, in the case of Exchangeable Shares, any shares of TWPG Common
Stock received in respect of such Exchangeable Shares) in respect of any stock
split, reverse stock split, spinoff, splitup, merger or other combination,
exchange in connection with any reclassification, increase or reduction of
capital, in each case, with respect to the Pledged Securities or, in the case
of
Pledged Securities that are Exchangeable Shares, in connection with any
redemption, liquidation, call, retraction or similar event, Pledgor agrees
to
accept the same as TWPG Inc.’s agent and to hold the same in trust on behalf of
and
for
the benefit of TWPG Inc. and to deliver the same forthwith to TWPG Inc. in
the
exact form received, with the endorsement of Pledgor when deemed necessary
or
appropriate by TWPG Inc. of undated security transfer powers duly executed
in
blank, to be held by TWPG Inc., subject to the terms of this Agreement, as
additional collateral security for the Liquidated Damages and Pledgor’s
obligations in the event of an Arrangement Indemnification Event.
(c) Pledgor
hereby agrees that TWPG Inc. is authorized to hold the Pledged Securities
through one or more custodians. TWPG Inc. and its agents (and its and their
assigns) shall have no obligation in respect of the Pledged Securities, except
to hold and dispose of the same in accordance with the terms of this Agreement.
In the event that Pledgor substitutes cash for the Pledged Securities as
provided in Section
1.01(b)
or
1.01(c),
TWPG
Inc. shall determine in its sole discretion the manner in which such cash shall
be invested during the term of this Agreement.
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(d)
Pledgor agrees with TWPG Inc. that until the release of the Pledged Securities
from the pledge hereunder in accordance with Section 1.02(e): (i) Pledgor
will
not, and will not purport to, grant or suffer liens or encumbrances against
(excluding for such purpose the Westwind Shareholders’ Equity Agreement),
or except as provided in Section
1.01(c),
sell,
transfer or dispose of, any Pledged Securities other than to or in favor
of TWPG
Inc.; (ii) TWPG Inc. is authorized, at any time and from time to time, to
file
financing statements and give notice to third parties regarding the Pledged
Securities without Pledgor’s signature to the extent permitted by applicable law
and, upon the occurrence of a Payment Event, (x) to transfer all or any part
of
the Pledged Securities to the applicable TWPG Pledgee’s name or that of their
respective nominees, and, (y) subject to the provisions of Section
1.02(a),
exercise all rights as if the absolute owner thereof; and (iii) Pledgor has
provided TWPG Inc. with Pledgor’s true legal name and principal residence, and
Pledgor will not change Pledgor’s name without 30 days’ prior written notice to
TWPG Inc.
(e)
Subject
to the earlier disposition and application of the Pledged Securities pursuant
to
this Agreement following a Payment Event, the Pledged Securities shall be
released from the pledge hereunder, and the lien hereby created in such Pledged
Securities shall simultaneously be released, upon the earliest to occur of
(i)
Pledgor’s death, (ii) the expiration of the applicable Post-Termination
Non-Compete and Non-Solicit Period (as defined in the Westwind Shareholders’
Equity Agreement), (iii) payment in cash or other satisfaction by Pledgor of
all
Liquidated Damages, or (iv) February 7, 2011, and all remaining Pledged
Securities shall be thereupon released from the pledge hereunder and this
Agreement shall terminate. Notwithstanding the foregoing, (i) no Pledged
Securities shall be released from the pledge hereunder until the General
Termination Date (as defined in the Arrangement Agreement) and (ii) no Pledged
Securities shall be released from the pledge hereunder pursuant to this
Section
1.02(e),
if
there are one or more pending disputes between Pledgor (or the Shareholders’
Representative) and TWPG Inc. as to the occurrence of a Payment Event or as
to
the right of TWPG Inc. or the Firm to exercise its remedies against Pledgor
under this Agreement, the Westwind Shareholders’ Equity Agreement or
Article
IX
of the
Arrangement Agreement, including realization against the Pledged Securities
in
accordance with Section
1.03
hereof,
and this Agreement shall not terminate until the resolution of all such
disputes.
(f)
TWPG
Inc.
shall immediately upon request by Pledgor execute
and deliver to Pledgor such instruments, deeds, transfers, assurances and
agreements, in form and substance as Pledgor shall reasonably request, including
the withdrawal or termination of any financing statements and amendments
thereto, or the filing, withdrawal, termination or amendment of any other
document required under applicable law to evidence the termination of the
security interest created hereunder with respect to any securities that are
released from the pledge hereunder in accordance with the provisions of this
Agreement.
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Section
1.03 Remedies
in Case of a Payment Event.
If a
Payment Event has occurred and is continuing, TWPG Inc. shall have the rights
and remedies of a secured party under Article 9 of the UCC. To the extent
required and permitted by applicable law, TWPG Inc. will give Pledgor notice
of
the time and place of any public sale
or
of the time after which any private sale or other disposition of the Pledged
Securities is to be made, by sending notice at least three days before the
time
of sale or disposition,
which Pledgor hereby agrees is reasonable. TWPG Inc. need not give such
notice
if
not required by the UCC. Pledgor acknowledges the possibility that the public
sale of some or all Pledged Securities by a TWPG Pledgee may not be made without
a then existing and effective registration statement under the Securities Act
of
1933, as amended. Pledgor acknowledges and agrees with the TWPG Pledgees that
this Agreement does not impose an affirmative obligation on the TWPG Pledgees
to
prepare or keep effective any such registration statement and agrees that at
any
private sale the Pledged Securities may be sold at a price that is less than
the
price which might have been obtained at a public sale or that is less than
the
aggregate outstanding amount of the Liquidated Damages or Applicable Acquiror
Losses. For so long as the Pledged Securities consist of securities of a type
customarily sold in a recognized market or which are the subject of widely
distributed standard price quotations, TWPG Inc. may, as its remedy hereunder
upon the occurrence of an Equity Payment Event and TWPG Inc., CallRightCo or
Canadian Sub, as the case may be, as its remedy hereunder upon the occurrence
of
an Indemnity Payment Event, take ownership of such number of the Pledged
Securities as are necessary (based upon the Fair Market Value thereof) to
satisfy the then unpaid portion of the Liquidated Damages or Applicable Acquiror
Losses (without payment of any cash consideration) by giving written notice
to
Pledgor (the “Enforcement
Notice”),
it
being understood
that in
the case of an Indemnity Payment Event, (x) to the extent such Pledged
Securities constitute TWPG Common Stock, TWPG Inc. shall take ownership of
the
applicable number of Pledged Securities, (y) to the extent such Pledged
Securities constitute Exchangeable Shares, CallRightCo shall take ownership
of
the applicable number of Pledged Securities and (z) to the extent such Pledged
Securities constitute cash or other property, Canadian Sub shall take ownership
of the applicable number or amount of such Pledged Securities. Effective upon
the giving of the Enforcement Notice, and without further action on the part
of
the parties to this Agreement, the applicable TWPG Pledgee shall be deemed
to
have (1) taken ownership and disposed of the lesser of (A) all Pledged
Securities or (B) such whole number of the Pledged Securities as has a Fair
Market Value at least equal to the then unpaid Liquidated Damages or Applicable
Acquiror Losses, as the case may be; and (2) received proceeds in the amount
of
the Fair Market Value of such Pledged Securities and applied such proceeds
to
the payment of any then unpaid Liquidated Damages or Applicable Acquiror Losses,
as the case may be. Any excess net proceeds from the deemed sale of such Pledged
Securities will continue to be held as the Pledged Securities under this
Agreement until returned in accordance with Section
1.02(e).
Subject
to Article IX of the Arrangement Agreement and Section 3.08 of the Westwind
Shareholders’ Equity Agreement, nothing in this Agreement, however, shall
require the Firm to take ownership of the Pledged Securities in accordance
with
this Section
1.03
in order
to satisfy Pledgor’s obligation to pay the Liquidated Damages or Applicable
Acquiror Losses, as the case may be. For greater certainty, any sale or other
disposition of Pledged Securities by TWPG Inc. in the event of an Equity Payment
Event permitted under this Section
1.03
may
include a sale or other disposition of such Pledged Securities to
CallRightCo at a price that is equal to the Fair Market Value of such Pledged
Securities at the time of such sale or other disposition. At any time Pledged
Securities consisting of Exchangeable Shares or any other property that is
“taxable Canadian property” that is not “excluded property” (each within the
meaning assigned by the Income
Tax Act (Canada))
are sold
or otherwise disposed of under the terms of any provision of this Agreement
at a
time when the Pledgor is a non-resident of Canada for Canadian income tax
purposes the Pledgor must provide to the applicable TWPG Pledgee a certificate
issued under subsection 116(2) or 116(4) of the Income
Tax Act (Canada).
Pledgor
acknowledges and covenants that Pledgor will comply with the provisions of
section 116 of the Income
Tax Act (Canada) and
will
indemnify the applicable TWPG Pledgee for any and all liability arising from
the
timely compliance by the applicable TWPG Pledgee with its obligations under
section 116 of the Income
Tax Act (Canada),
provided that the applicable TWPG Pledgee has provided to such non-resident
Pledgor notice of such disposition of Exchangeable Shares or any other property
that is a “taxable Canadian property” that is not an “excluded property” to the
applicable TWPG Pledgee not later than 5 days after the date of such
disposition.
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Section
1.04 Pledgor’s
Obligations Not Affected.
Except
as provided in Section
2.06,
the
obligations of Pledgor under this Agreement shall remain in full force and
effect without regard to, and shall not be impaired or affected by (a) any
subordination, amendment or modification of or addition or supplement to this
Agreement, the Westwind Shareholders’ Equity Agreement, the Arrangement
Agreement or any assignment or transfer thereof; (b) any waiver, consent,
extension, indulgence or other action or inaction in respect of this Agreement,
the Westwind Shareholders’ Equity Agreement, the Arrangement Agreement or any
assignment or transfer of any thereof; (c) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation or the
like,
of a TWPG Pledgee, whether or not Pledgor shall have notice or knowledge of
any
of the foregoing; or (d) any substitution of collateral pursuant to Sections
1.01(b)
or
1.01(c).
No
failure or delay by a TWPG Pledgee in taking any action or exercising any right,
remedy, power or privilege under or in respect of this Agreement, the Westwind
Shareholders Equity Agreement or the Arrangement Agreement will operate as
a
waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.
ARTICLE
II
GENERAL
Section
2.01 Attorneys-in-Fact.
Each of
TWPG Inc. (in the case of an Equity Payment Event or Indemnity Payment Event
to
the extent the applicable Pledged Securities constitute TWPG Common Stock),
CallRightCo (in the case of an Indemnity Payment
Event to the extent the applicable Pledged Securities constitute Exchangeable
Shares)
and Canadian Sub (in the case of an Indemnity Payment Event to the extent the
applicable Pledged Securities constitute cash or other property (other than
TWPG
Common Stock or Exchangeable Shares), the Chief Administrative Officer of TWPG
Inc. and the General Counsel of TWPG Inc. from time to time, following the
occurrence of a Payment Event acting separately, are hereby appointed the
attorneys-in-fact of Pledgor for the purpose of carrying out the provisions
of
this Agreement and taking any action and executing any instrument that the
applicable TWPG Pledgee reasonably may deem necessary or advisable to accomplish
the purposes hereof, which appointments as attorneys-in-fact are irrevocable
as
ones coupled with an interest.
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Section
2.02 Termination.
Upon
the earliest to occur of the events set forth in Section
1.02(e)
hereof,
this Agreement shall terminate and TWPG Inc. shall return to Pledgor the
remaining Pledged Securities, except as otherwise provided in such Section.
Section
2.03 Notices.
All
notices or other communications required or permitted to be given hereunder
shall be delivered as provided in the Westwind Shareholders’ Equity
Agreement.
Section
2.04 No
Third Party Beneficiaries.
Except
as expressly provided herein, this Agreement shall not confer on any person
other than the Firm and Pledgor any rights or remedies hereunder.
Section
2.05 Entire
Agreement.
This
Agreement and the other Transaction Agreements (as defined in the Arrangement
Agreement) contain the entire understanding and agreement of the Parties and
supersede any other agreement, written or oral, pertaining to the subject matter
hereof and thereof.
Section
2.06 Amendments;
Assignments.
This
Agreement may not be amended or modified other than by a written agreement
executed by Pledgor, TWPG Inc. or its successors, CallRightCo or its successors
and Canadian Sub or its successors, nor may any provision hereof be waived
other
than by a writing executed by the party against whom the waiver is to be
effective; provided,
that
any waiver, amendment or modification of any of the provisions of this Agreement
will not be effective against the Firm without the written consent of the Chief
Executive Officer of TWPG Inc. or its successors, or such individual’s designee.
Pledgor may not, directly or indirectly (including by operation of law), assign
Pledgor’s rights or obligations hereunder without the prior written consent of
the Chief Executive Officer of TWPG Inc. or its successors, or such individual’s
designee, and any such assignment by Pledgor in violation of this Agreement
shall be void. This Agreement shall be binding upon Pledgor’s permitted
successors and assigns. Without impairing Pledgor’s obligations hereunder, any
TWPG Pledgee may at any time and from time to time assign their respective
rights and obligations hereunder to any of their respective subsidiaries or
affiliates (and have such rights
and obligations reassigned to it or to any other subsidiary or affiliate).
This
Agreement shall be binding upon and inure to the benefit of the Firm and its
assigns.
-9-
Section
2.07 Severability.
If any
provision of this Agreement is finally held to be invalid, illegal or
unenforceable (whether in whole or in part), such provision shall be deemed
modified to the extent, but only to the extent, of such invalidity, illegality
or unenforceability and the remaining provisions shall not be affected
thereby.
Section
2.08 Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL
BE SUBJECT TO THE PROVISIONS OF SECTION 3.09 OF THE WESTWIND SHAREHOLDERS’
EQUITY AGREEMENT.
Section
2.09 Captions.
The
captions in this Agreement are for convenience of reference only and shall
not
define or limit the provisions hereof.
-10-
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed and delivered on the
date first above written.
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XXXXXX
XXXXXX PARTNERS
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GROUP,
INC.
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By:
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Name:
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Title:
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[Signature
Page to Pledge Agreement]
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(CANADA),
INC.
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By:
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Name:
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Title:
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TWP
HOLDINGS COMPANY
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(CANADA),
INC.
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By:
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Name:
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Title:
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[Signature
Page to Pledge Agreement]
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