Secured Stock Pledge Agreement

SECURED STOCK PLEDGE AGREEMENT

This Secured Stock Pledge Agreement (this Agreement) is made as of by and between Pledgor Name: (the "Pledgor"), Entity Type: Individual Corporation LLC Partnership, with its address at ; and Pledgee Name: (the "Secured Party"), Entity Type: Individual Corporation LLC Partnership, with its address at .

RECITALS

WHEREAS, Pledgor is the record and beneficial owner of certain shares of capital stock of (the "Company"), more particularly described in Schedule A attached hereto (the "Collateral");

WHEREAS, Pledgor has agreed to pledge the Collateral to secure the prompt and complete payment and performance of certain obligations of Pledgor to Pledgee set forth in this Agreement (the "Secured Obligations"); and

WHEREAS, the parties desire to set forth the terms by which Pledgor grants to Pledgee a security interest in the Collateral and to specify the rights and remedies of Pledgee upon an Event of Default.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Collateral" means the shares and any additional securities, dividends, distributions, proceeds, substitutions and replacements described in Schedule A; "Secured Obligations" means all obligations, principal, interest, fees, expenses and other liabilities of Pledgor to Pledgee described in Section 2 and set forth in the writing attached hereto or described as follows:

2. GRANT OF SECURITY INTEREST

Pledgor hereby pledges, assigns and grants to Pledgee a continuing first priority security interest in, lien on and right of setoff against all of Pledgor's right, title and interest in and to the Collateral to secure the prompt payment and performance of the Secured Obligations. The security interest granted hereunder includes, without limitation, any certificates, instruments, warrants, rights to vote, rights to receive dividends or distributions and all proceeds, substitutions and replacements of the Collateral.

3. SCHEDULE A — DESCRIPTION OF COLLATERAL

Complete description of pledged stock, including class, number of shares and certificate numbers:

4. REPRESENTATIONS AND WARRANTIES

4.1 Pledgor represents and warrants that: (a) Pledgor is the sole record and beneficial owner of the Collateral free and clear of any lien, security interest, encumbrance or restriction except as disclosed in writing to Pledgee in advance; (b) Pledgor has full power and authority to execute and perform this Agreement and to grant the security interest herein; (c) upon any requested transfer or enforcement, the Collateral will be transferrable in accordance with applicable law and the Company's organizational documents.

4.2 Pledgee represents that it is taking the security interest to secure the Secured Obligations and will comply with applicable law in the exercise of its rights and remedies hereunder.

5. COVENANTS OF PLEDGOR

Pledgor covenants that until the Secured Obligations are indefeasibly paid in full: (a) Pledgor will not transfer, sell, assign, encumber or otherwise dispose of the Collateral except as expressly permitted in writing by Pledgee; (b) Pledgor will execute and deliver to Pledgee such instruments of transfer, stock powers, endorsements and undertakings as Pledgee may reasonably request to effectuate the perfection and protection of the security interest; (c) Pledgor will provide prompt written notice to Pledgee of any claim, Litigation, levy or other event likely to impair Pledgee's security interest.

6. PERFECTION; FILING; CONTROL

Pledgor authorizes Pledgee to file one or more financing statements and amendments under the applicable Uniform Commercial Code or comparable statutes to perfect and maintain the security interest created hereby. Pledgor shall execute all documents reasonably necessary to permit Pledgee to obtain control of the Collateral where control is available. The parties acknowledge that financing statements may be filed in the jurisdiction of .

7. EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an Event of Default: (a) failure by Pledgor to pay or perform any Secured Obligation when due; (b) any representation or warranty made by Pledgor in this Agreement shall prove to have been false or misleading in any material respect when made; (c) Pledgor becomes insolvent, makes an assignment for the benefit of creditors, or a petition under bankruptcy or insolvency laws is filed by or against Pledgor and not dismissed within the applicable period; (d) any governmental restraint or injunction preventing Pledgor from transferring or pledging the Collateral.

8. REMEDIES

Upon the occurrence of an Event of Default and subject to applicable law, Pledgee may declare the Secured Obligations immediately due and payable and exercise all rights and remedies of a secured party under applicable law, including without limitation taking possession of the Collateral, selling, transferring or otherwise disposing of the Collateral in a commercially reasonable manner, and applying the proceeds to the Secured Obligations after deducting reasonable costs and expenses of collection and sale. Pledgee may also exercise any rights to vote the pledged shares or exercise any conversion or subscription rights.

9. APPLICATION OF PROCEEDS

Proceeds from the sale or disposition of the Collateral shall be applied in the following order: (a) to costs and expenses of taking, holding and preparing the Collateral for sale and the reasonable attorneys' fees and expenses incurred by Pledgee; (b) to the payment of accrued interest and fees; and (c) to the remaining Secured Obligations in such order as Pledgee determines. Any surplus shall be paid to Pledgor, and any deficiency shall remain the obligation of Pledgor.

10. RELEASE; TERMINATION

Upon payment and performance in full of the Secured Obligations, Pledgee shall promptly execute and deliver to Pledgor all documents reasonably necessary to release the security interest granted hereby and to terminate any financing statements filed to perfect such security interest.

11. NOTICES

All notices, demands or communications required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier, or by electronic delivery with confirmation to the addresses below:

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or waived only by an instrument in writing signed by the parties. No failure or delay by any party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

15. MISCELLANEOUS

Pledgor agrees to execute and deliver to Pledgee such further instruments and documents and to take such further actions as Pledgee reasonably requests to effectuate the intent and purposes of this Agreement. The rights and remedies provided herein are cumulative and in addition to any other rights or remedies available at law or in equity.

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