Common use of REPRESENTATIONS, COVENANTS AND WARRANTIES Clause in Contracts

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents and warrants to Pledgee that (i) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgor.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby covenants, represents and warrants with and to Pledgee that (i) Pledgor isall of such representations, warranties and at all times prior to the payment and performance covenants being contained so long as any of the Obligations will beare outstanding), the legal and beneficial owner of such Collateral; that: (iia) that the The Pledged Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly are authorized, validly issued and is issued, fully paid and non-assessable capital stock of the respective Issuers, constitute Pledgor's entire interest in the Issuers and constitute all of the issued and outstanding shares of capital stock of Issuers; (b) The Pledged Property is directly, legally and beneficially owned by Pledgor, free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description, except in favor of Pledgee; (c) The Pledged Property is not subject to any restrictions relative to the transfer thereof, except as required by applicable law, and Pledgor has the right to transfer and hypothecate the Pledged Property, free and clear of any liens, encumbrances or restrictions, except as otherwise provided herein; (d) The Pledged Property is duly and validly pledged to Pledgee and no consent or approval of any governmental or regulatory authority or of any securities exchange or the like, nor any consent or approval of any other third party is necessary to the validity of this Pledge Agreement, other than any such consents or approval that have been obtained and a copy thereof furnished to Pledgee; (e) If Pledgor shall receive, have registered in its name or become entitled to receive or acquire, or have registered in its name any stock certificate, option, or right with respect to the securities of any Issuer (including without limitation, any certificate representing a dividend or a distribution or exchange of or in connection with any reclassification of the Pledged Securities) whether as an addition to, in substitution of, or in exchange for any of the Pledged Property, Pledgor agrees to accept same as Pledgee's agent, to hold same in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent or bailee in the form received, with the endorsement(s) of Pledgor where necessary and/or appropriate powers and/or assignments duly executed to be held by Pledgee or Pledgee's agent or bailee subject to the terms hereof, or if any of the foregoing is uncertificated, register same with the Pledgee's security interest noted therein, all as further security for the Obligations; (f) Pledgor shall not directly or indirectly sell, assign, transfer, or otherwise dispose of, or grant any option with respect to the Pledged Property, nor shall Pledgor create, incur or permit any further pledge, hypothecation, encumbrance, lien, mortgage or security interest with respect to the Pledged Property; (g) So long as no Event of Default has occurred and is registered continuing, Pledgor shall have the right to vote and exercise all corporate rights and to receive cash dividends or real or personal property distributed by any Issuer with respect to the Pledged Securities, provided that any stock of any Issuer, or any options with respect to stock of any Issuer, so distributed shall be delivered to Pledgee or otherwise made subject to the security interest therein of Pledgee, for itself and the ratable benefit of Lenders, as provided in Section 3(e) hereof and in the name other Financing Agreements; and (h) Pledgor shall not permit any Issuer, directly or indirectly, to issue, sell, grant, assign, transfer or otherwise dispose of, any additional shares of Pledgorcapital stock of the Issuer or any option or warrant with respect to, or other right or security convertible into, any additional shares of capital stock of such Issuer, now or hereafter authorized, unless all such additional shares, options, warrants, rights or other such securities are made and shall remain part of the Pledged Property subject to the first priority security interest granted herein.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby covenants, represents and warrants to Pledgee that warrants, that: (ia) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the The Pledged Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly are authorized, validly issued and is issued, fully paid and non-assessable capital stock of the respective Issuers, constitute Pledgor's entire interest in the Issuers and constitute all of the issued and outstanding shares of capital stock of Issuers; (b) The Pledged Property is directly, legally and beneficially owned by Pledgor free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description, except in favor of Pledgee; (c) The Pledged Property is not subject to any restrictions relative to the transfer thereof, except as required by applicable law, and Pledgor has the right to transfer and hypothecate the Pledged Property free and clear of any liens, encumbrances or restrictions, except as otherwise provided herein; (d) The Pledged Property is duly and validly pledged to Pledgee and no consent or approval of any governmental or regulatory authority or of any securities exchange or the like, nor any consent or approval of any other third party is necessary to the validity of this Pledge Agreement which has not been obtained and a copy of which has not been furnished to Pledgee; (e) During the term of this Pledge Agreement, if Pledgor shall receive, have registered in its name or become entitled to receive or acquire, or have registered in its name any stock certificate, option, or right with respect to the securities of any Issuer (including without limitation, any certificate representing a dividend or a distribution or exchange of or in connection with any reclassification of the Pledged Securities) whether as an addition to, in substitution of, or in exchange for any of the Pledged Property, Pledgor agrees to accept same as Pledgee's agent, to hold same in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent or bailee in the form received, with the endorsement(s) of Pledgor where necessary and/or appropriate powers and/or assignments duly executed to be held by Pledgee or Pledgee's agent or bailee subject to the terms hereof, or if any of the foregoing is uncertificated, register same with the Pledgee's security interest noted therein as further security for Pledgor's Obligations to Pledgee; (f) During the term of this Pledge Agreement, Pledgor shall not directly or indirectly sell, assign, transfer, or otherwise dispose of, or grant any option with respect to the Pledged Property, nor shall Pledgor create, incur or permit any further pledge, hypothecation, encumbrance, lien, mortgage or security interest with respect to the Pledged Property; (g) So long as no default has occurred and is registered continuing, Pledgor shall have the right to vote and exercise all corporate rights and to receive cash dividends or real or personal property distributed by any Issuer with respect to the Pledged Securities, provided that any stock of any Issuer, or any options with respect to stock of any Issuer, so distributed shall be subject to the security interest therein of Pledgee, as provided in subparagraph (e) above; and (h) During the name term of Pledgorthis Pledge Agreement, Pledgor shall not permit any Issuer, directly or indirectly, to issue, sell, grant, assign, transfer or otherwise dispose of, any additional shares of capital stock of the Issuer or any option or warrant with respect to, or other right or security convertible into, any additional shares of capital stock of such Issuer, now or hereafter authorized, unless all such additional shares, options, warrants, rights or other such securities are made and shall remain part of the Pledged Property subject to the first priority security interest granted herein.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor Borrower hereby represents makes the following representations, warranties and warrants covenants to Pledgee the Agent and the Banks, which shall survive the execution and delivery of the Loan Documents and (except to the extent that any of such representations, and warranties and covenants expressly relate to earlier dates) shall be deemed repeated and confirmed as of each date on which any Revolving Credit Loans or Term Loans are requested by Borrower or made by any Bank: (ia) Pledgor is, Borrower is now and at all times prior to hereafter shall be the payment absolute owner, free and performance clear of all Liens (other than Permitted Liens) except security interests and rights of the Obligations will beAgent and the Banks granted herein, of indefeasible title to all of the legal Collateral, except for that portion of Borrower's rights and/or obligations under any Loan in which Borrower has granted a participation to any Person in accordance with Section 2.14 of the Loan Agreement; (b) To the best of Borrower's knowledge, each outstanding Loan does, and beneficial owner of such Collateral; (ii) that the Securities each future Loan will, represent a total bona fide, valid and legally enforceable indebtedness according to its terms, and each Loan, at the time of forty-five percent (45%) creation thereof, except with the consent of the total Common Stock of JBOAgent and the Banks, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is will be subject to no offsets, discounts, counterclaims, contra-accounts or any claim, lien, charge, security interest or other encumbrance defense of any kind whatsoeveror character that materially adversely affects the value of the Loan; (c) With respect to each outstanding and future Loan, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create Agent and the Banks may rely on all statements or permit to exist any claim, lien, charge, security interest or encumbrance upon representations made by Borrower on or with respect to such CollateralLoans delivered hereunder or under the Loan Agreement, and, unless otherwise indicated in writing by Borrower, each outstanding Loan is, and each future Loan will be, genuine and in all respects what it purports to be, and, to Borrower's knowledge, there are no, and, at the time of creation of each Loan there will not be any, to Borrower's knowledge, facts, events or occurrences that would in any way materially impair the validity or enforcement thereof; (d) All of the outstanding Loans have been, and all future Loans will be, created, and are (or in the case of future Loans, will be) in compliance in all material respects with, and the form and content of each document related to all outstanding and future Loans, the security related thereto, and the transactions from which they arose comply (or, in the case of future Loans, will comply) in all material respects with, any and all applicable laws, ordinances, rules and regulations, Federal, state and/or local, with respect to the extension of credit and charging of interest, including, without limitation, as applicable, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Equal Credit Opportunity Act and all Federal, state and local laws related to licensing, usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, unfair and deceptive trade practices, rescission rights and disclosures, and with all rules and regulations thereunder, all as amended, and any disclosures required with respect to any Loan the failure to make which would have a Material Adverse Effect on Borrower were and will continue to be made properly and in a timely manner; (e) The original amount and unpaid balance of each Loan shown on Borrower's books and records and on any statement or schedule delivered to the Agent are and will be true and correct, and the unpaid balance is and will be the amount actually owing to Borrower; (f) If requested by the Required Banks at any time or from time to time, Borrower shall cause a Lien search against each Person to whom a Loan has been made, satisfactory to the Agent, to be performed and delivered directly to the Agent, which Lien search shall indicate the absence of any Liens against such Person or the property of the Person on which Borrower has a Lien, other than Liens in favor of Borrower which have been assigned to the Agent or the Banks or Liens in favor of the Agent or the Banks and other than Permitted Liens; (g) Borrower has not extended and will not extend any credit of any kind or in any manner to any Person in connection with the transactions from which the Loans arose or will arise other than as Borrower has indicated on and has had evidenced by, or will indicate or have evidenced by, in the case of future Loans, Borrower's files related to the Loans; (h) Each security agreement, UCC filing, mortgage, title retention instrument, and other document and instrument, if any, which is security for the Loans contains, or will contain, in the case of future Loans, a correct and sufficient description of the Underlying Collateral covered thereby and each lien, mortgage or security interest which secures any outstanding Loan is, or any future Loan will be, valid; (i) To the best knowledge of Borrower, except for as disclosed to the first security interest therein granted Agent, any and all policies of insurance related to Pledgee by this Pledge Agreement the property securing any obligation of a Person to whom Borrower has made a Loan, or any guarantor of such Loan, in connection with any Loan and except as otherwise permitted pursuant to any credit life insurance, credit disability insurance, or credit unemployment insurance are in full force and effect in accordance with the terms of this Pledge Agreementall agreements between Borrower and such Person or guarantor; (j) Borrower has no knowledge of any fact which would impair in any material respect the value or validity of any Loan except as disclosed to the Agent; and (ivk) so long as this Pledge Agreement remains in effectThe transactions contemplated herein, Pledgor including the granting of security interests herein and the enforcement by the Agent of its rights hereunder if a Default or Event of Default occurs, do not and will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for affect the pledge validity of the pledges of the Underlying Collateral and the Loans secured by Pledgor the Underlying Collateral are and will still be valid against the Obligers of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of PledgorLoans.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor The Company hereby represents makes the following representations, warranties and warrants covenants to Pledgee the Collateral Agent and the Noteholders, which shall survive the execution and delivery of the Note Documents and (except to the extent that (iany of such representations, and warranties and covenants expressly relate to earlier dates) Pledgor is, shall be deemed repeated and confirmed as of each date on which any Note is issued by the Company: The Company is now and at all times prior hereafter shall be the absolute owner, free and clear of all Liens (other than Permitted Liens) except security interests and rights of the Collateral Agent and the Noteholders granted herein, of indefeasible title to all of the Collateral, except for that portion of the Company's rights and/or obligations under any Loan in which the Company has granted a participation to any Person only to the payment and performance extent permitted in the Bank Loan Agreement; To the best of the Obligations will beCompany's knowledge, the legal each outstanding Loan does, and beneficial owner of such Collateral; (ii) that the Securities each future Loan will, represent a total bona fide, valid and legally enforceable indebtedness according to its terms, and each Loan, at the time of forty-five percent (45%) creation thereof, except with the consent of the total Common Stock of JBOCollateral Agent and the Noteholders, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is will be subject to no offsets, discounts, counterclaims, contra-accounts or any claim, lien, charge, security interest or other encumbrance defense of any kind whatsoeveror character that materially adversely affects the value of the Loan; With respect to each outstanding and future Loan, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create Collateral Agent and the Noteholders may rely on all statements or permit to exist any claim, lien, charge, security interest or encumbrance upon representations made by the Company on or with respect to such CollateralLoans delivered hereunder or under the Note Purchase Agreements, and, unless otherwise indicated in writing by the Company, each outstanding Loan is, and each future Loan will be, genuine and in all respects what it purports to be, and, to the Company's knowledge, there are no, and, at the time of creation of each Loan there will not be any, to the Company's knowledge, facts, events or occurrences that would in any way materially impair the validity or enforcement thereof; All of the outstanding Loans have been, and all future Loans will be, created, and are (or in the case of future Loans, will be), and the form and content of each document related to all outstanding and future Loans, the security related thereto, and the transactions from which it arose comply (or, in the case of future Loans, will comply) in all material respects with any and all applicable laws, ordinances, rules and regulations, federal, state and/or local, with respect to the extension of credit and charging of interest, including, without limitation, as applicable, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Equal Credit Opportunity Act and all federal, state and local laws related to licensing, usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, unfair and deceptive trade practices, rescission rights and disclosures, and with all rules and regulations thereunder, all as amended, and any disclosures required with respect to any Loan the failure of which to make would have a Material Adverse Effect on the Company were and will continue to be made properly and in a timely manner; The original amount and unpaid balance of each Loan shown on the Company's books and records and on any statement or schedule delivered to the Collateral Agent are and will be true and correct, and the unpaid balance is and will be the amount actually owing to the Company; If requested by the Required Holders at any time or from time to time, the Company shall cause a Lien search against each Person to whom a Loan has been made satisfactory to the Collateral Agent, to be performed and delivered directly to the Collateral Agent, which Lien search shall indicate the absence of any Liens against such Person or the property of the Person on which the Company has a Lien, other than Liens in favor of the Company which have been assigned to the Collateral Agent or the Noteholders or Liens in favor of the Collateral Agent or the Noteholders and other than Permitted Liens; The Company has not extended and will not extend any credit of any kind or in any manner to any Person in connection with the transactions from which the Loans arose or will arise other than as the Company has indicated on and has had evidenced by, or will indicate or have evidenced by, in the case of future Loans, the Company's files related to the Loans; Each security agreement, UCC filing, title retention instrument, and other document and instrument, if any, which is security for the Loans contains, or will contain, in the case of future Loans, a correct and sufficient description of the Underlying Collateral covered thereby and each lien or security interest which secures any outstanding Loan is, or any future Loan will be, valid; To the best knowledge of the Company, except for as disclosed to the first security interest therein granted Collateral Agent and the Noteholders, any and all policies of insurance related to Pledgee by this Pledge Agreement the property securing any obligation of a Person to whom the Company has made a Loan, or any guarantor of such Loan, in connection with any Loan and except as otherwise permitted pursuant to any credit life insurance, credit disability insurance, or credit unemployment insurance are in full force and effect in accordance with the terms of this Pledge Agreementall agreements between the Company and such Person or guarantor; (iv) so long The Company has no knowledge of any fact which would impair in any material respect the value or validity of any Loan except as this Pledge Agreement remains in effectdisclosed to the Collateral Agent and the Noteholders; and The transactions contemplated herein, Pledgor including the granting of security interests herein and the enforcement by the Collateral Agent and the Noteholders of their rights hereunder if a Default or Event of Default occurs, do not and will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for affect the pledge validity of the pledges of the Underlying Collateral and the Loans secured by Pledgor the Underlying Collateral are and will still be valid against the Obligors of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of PledgorLoans.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor Borrower hereby represents makes the following representations, warranties and warrants covenants to Pledgee the Agent and the Banks, which shall survive the execution and delivery of the Loan Documents and (except to the extent that any of such representations, and warranties and covenants expressly relate to earlier dates) shall be deemed repeated and confirmed as of each date on which any Revolving Credit Loans or Term Loans are requested by Borrower or made by any Bank: (ia) Pledgor is, Borrower is now and at all times prior to hereafter shall be the payment absolute owner, free and performance clear of all Liens (other than Permitted Liens) except security interests and rights of the Obligations will beAgent and the Banks granted herein, of indefeasible title to all of the legal Collateral, except for that portion of Borrower's rights and/or obligations under any Loan in which Borrower has granted a participation to any Person in accordance with Section 2.14 of the Loan Agreement; (b) To the best of Borrower's knowledge, each outstanding Loan does, and beneficial owner of such Collateral; (ii) that the Securities each future Loan will, represent a total bona fide, valid and legally enforceable indebtedness according to its terms, and each Loan, at the time of forty-five percent (45%) creation thereof, except with the consent of the total Common Stock of JBOAgent and the Banks, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is will be subject to no offsets, discounts, counterclaims, contra-accounts or any claim, lien, charge, security interest or other encumbrance defense of any kind whatsoeveror character that materially adversely affects the value of the Loan; (c) With respect to each outstanding and future Loan, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create Agent and the Banks may rely on all statements or permit to exist any claim, lien, charge, security interest or encumbrance upon representations made by Borrower on or with respect to such CollateralLoans delivered hereunder or under the Loan Agreement, and, unless otherwise indicated in writing by Borrower, each outstanding Loan is, and each future Loan will be, genuine and in all respects what it purports to be, and, to Borrower's knowledge, there are no, and, at the time of creation of each Loan there will not be any, to Borrower's knowledge, facts, events or occurrences that would in any way materially impair the validity or enforcement thereof; (d) All of the outstanding Loans have been, and all future Loans will be, created, and are (or in the case of future Loans, will be), and the form and content of each document related to all outstanding and future Loans, the security related thereto, and the transactions from which it arose comply (or, in the case of future Loans, will comply) in all material respects with any and all applicable laws, ordinances, rules and regulations, Federal, state and/or local, with respect to the extension of credit and charging of interest, including, without limitation, as applicable, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Equal Credit Opportunity Act and all Federal, state and local laws related to licensing, usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, unfair and deceptive trade practices, rescission rights and disclosures, and with all rules and regulations thereunder, all as amended, and any disclosures required with respect to any Loan the failure of which to make would have a Material Adverse Effect on Borrower were and will continue to be made properly and in a timely manner; (e) The original amount and unpaid balance of each Loan shown on Borrower's books and records and on any statement or schedule delivered to the Agent are and will be true and correct, and the unpaid balance is and will be the amount actually owing to Borrower; (f) If requested by the Required Banks at any time or from time to time, Borrower shall cause a Lien search against each Person to whom a Loan has been made satisfactory to the Agent, to be performed and delivered directly to the Agent, which Lien search shall indicate the absence of any Liens against such Person or the property of the Person on which Borrower has a Lien, other than Liens in favor of Borrower which have been assigned to the Agent or the Banks or Liens in favor of the Agent or the Banks and other than Permitted Liens; (g) Borrower has not extended and will not extend any credit of any kind or in any manner to any Person in connection with the transactions from which the Loans arose or will arise other than as Borrower has indicated on and has had evidenced by, or will indicate or have evidenced by, in the case of future Loans, Borrower's files related to the Loans; (h) Each security agreement, UCC filing, title retention instrument, and other document and instrument, if any, which is security for the Loans contains, or will contain, in the case of future Loans, a correct and sufficient description of the Underlying Collateral covered thereby and each lien or security interest which secures any outstanding Loan is, or any future Loan will be, valid; (i) To the best knowledge of Borrower, except for as disclosed to the first security interest therein granted Agent, any and all policies of insurance related to Pledgee by this Pledge Agreement the property securing any obligation of a Person to whom Borrower has made a Loan, or any guarantor of such Loan, in connection with any Loan and except as otherwise permitted pursuant to any credit life insurance, credit disability insurance, or credit unemployment insurance are in full force and effect in accordance with the terms of this Pledge Agreementall agreements between Borrower and such Person or guarantor; (j) Borrower has no knowledge of any fact which would impair in any material respect the value or validity of any Loan except as disclosed to the Agent; and (ivk) so long as this Pledge Agreement remains in effectThe transactions contemplated herein, Pledgor including the granting of security interests herein and the enforcement by the Agent of its rights hereunder if a Default or Event of Default occurs, do not and will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for affect the pledge validity of the pledges of the Underlying Collateral and the Loans secured by Pledgor the Underlying Collateral are and will still be valid against the Obligers of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of PledgorLoans.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor 3.1 The Companies hereby represents represent to BANA that: (a) At all times, the Collateral shall have a minimum liquidated cash value of not less than $9,500,000.00. (b) The Collateral is held and warrants to Pledgee that (i) Pledgor isowned by the Companies, free and clear of all liens, encumbrances, attachments, security interests, pledges, and at all times prior charges, is fully paid for and nonassessable, and is not subject to any restrictions to its free transferability and sale to the payment public. (c) The Companies have the full right, power and authority to pledge the Collateral and to grant the security interest in and lien on the Collateral as herein provided. (d) The execution, delivery and performance of this Agreement by the Obligations will beCompanies does not and shall not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which either Company is subject, or by which it or any of its property is bound. (e) This Agreement constitutes the legal legal, valid and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) binding obligation of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to Companies in accordance with the terms of this Pledge Agreement, together with delivery thereof, creates a valid hereof and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued executed and is fully paid delivered. 3.2 The Companies hereby covenant and non-assessable agree that each Company shall: (a) Execute all such instruments, documents, and is registered papers, and will do all such acts as BANA may reasonably request from time to time to carry into effect the provisions and intent of this Agreement, and will do all such other acts as BANA may reasonably request with respect to the perfection and protection of the security interest granted herein and the assignment effected hereby. (b) Keep the Collateral free and clear of all liens, encumbrances, attachments, security interests, pledges, and charges. (c) Deliver to BANA, if and when received by the Companies, any item representing, evidencing, or constituting any of the Collateral or proceeds of the Collateral, including, without limitation, any interest, cash dividends, or other distributions made on account of or in respect to any of the name of PledgorCollateral.

REPRESENTATIONS, COVENANTS AND WARRANTIES. The Pledgor hereby represents makes the following representations, covenants and warrants warranties, which shall be deemed to Pledgee be repeated and confirmed upon the creation or acquisition by the Pledgor of each item of Collateral and upon the creation of any Obligation: (a) This Security Agreement has been duly executed and delivered by the Pledgor and is his legal, valid and binding obligation, enforceable against him in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforceability of rights of creditors generally and to general equitable principles that (i) may limit the right to obtain equitable remedies. By virtue of the execution and delivery by the Pledgor isof this Security Agreement, and at all times prior when the Pledged Securities, certificates, instruments or other documents representing or evidencing the Collateral are delivered to the payment and performance of the Obligations will beSecured Party in accordance with this Security Agreement, the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates Secured Party will obtain a valid and perfected first lien on and security interest in such Collateral Collateral, enforceable against the Pledgor and all third parties and superior in favor right to all other security interests, liens, encumbrances or charges, existing or future. (b) On the date hereof and at any time during the term of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, this Security Agreement during which a security interest or other encumbrance in the Secured Party's favor in the Collateral exists, the Pledgor will be the direct owner, beneficially and of any kind whatsoeverrecord, except for of the perfected first Collateral and will have good right to grant the Secured Party a security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, therein; the Pledgor will not create or permit perform all acts and deeds possible to exist any claim, lien, charge, security interest or encumbrance upon or assure that all documents and agreements held by the Pledgor with respect to such the Collateral will be true and correct and in all respects what they purport to be; subject to Section 8, the Pledgor will cause any and all Collateral, except whether for value paid by the first security interest therein granted Pledgor or otherwise, to Pledgee by this Pledge Agreement be forthwith deposited with the Secured Party and except as otherwise permitted pursuant pledged or assigned hereunder; all signatures and endorsements that appear thereon will be genuine and such signatories and endorsers will have the full capacity to contract; none of the transactions underlying or giving rise to the terms Collateral nor any operation or use of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has will violate any applicable state or federal law or regulation; and all documents relating to the Collateral will be legally sufficient under such laws and regulations and will be legally enforceable in accordance with their terms. The Pledgor will defend the Collateral against all claims and demands of all other parties claiming the same or an interest therein, and none of the Collateral will be: (i) sold, assigned or transferred to any person or entity other than the Secured Party or (ii) in any way pledged, mortgaged or otherwise encumbered except to the Secured Party or as permitted in accordance with Section 5 hereof. All of the Milkhaus Shares have been duly authorized, authorized and validly issued and is are fully paid and non-assessable and assessable. (c) There is registered no litigation pending or threatened in any court or jurisdiction, the outcome of which would affect the Pledgor's interest in the name Collateral in a materially adverse manner. (d) There are no setoffs, counterclaims or defenses with respect to the Collateral or the right of the Pledgor to receive the Collateral and no agreement has been made with any other person or party under which any deduction or discount may be claimed with respect to the Collateral and the Pledgor knows of no fact which would prohibit or prevent the Pledgor from receiving all of the Collateral. (e) The Pledgor will, promptly upon learning thereof, report to the Secured Party: (i) any material, adverse change in the information contained herein relating to the Pledgor or the Collateral; (ii) the details of any material adverse claim or litigation affecting the Pledgor or the Collateral; and (iii) any material loss of or damage to the Collateral or any other matters affecting the value, enforceability or collectibility of any of the Collateral. (f) The Pledgor will take any and all steps and will observe such formalities as the Secured Party may request, all in order to create and maintain the Secured Party's valid security interest in any and all of the Collateral. The Pledgor agrees to execute such financing statements, security agreements or other instruments with respect to any of the Collateral as the Secured Party may request and authorize the Secured Party to execute and file at any time such financing statements without the Pledgor's signature and, if upon request the Pledgor fails to do so, to execute such security agreements or other instruments on its behalf. The Secured Party may file a photocopy or other reproduction of this Security Agreement as a financing statement. (g) The Pledgor will pay all costs necessary to preserve the Collateral, including (but not limited to) all taxes, rates, levies, assessments and other charges of every nature that may be lawfully levied, assessed or imposed against or in respect of the Pledgor or the Collateral as and when they become due and payable. (h) The Pledgor will give the Secured Party immediate notice of (i) any default under this Security Agreement or the Secured Promissory Note, or (ii) any action or proceeding to which the Pledgor is a party or affecting the Pledgor an adverse determination of which would affect the Pledgor or the Collateral in a materially adverse manner. (i) Neither the making of the loan pursuant to the Secured Promissory Note nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation G or X of the Board of Governors of the Federal Reserve System and no part of the proceeds of such loan will be used to purchase or carry any "margin stock" within the meaning of such Regulation G or to extend credit for the purpose of purchasing or carrying any such margin stock.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby Client, covenants, represents and warrants that: (a) Client's rights under the Contract and to Pledgee that the GIDI Preferred Stock are free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description, except for those granted to Secured Party hereunder. (b) The Contract and the GIDI Preferred Stock are each not subject to any restrictions relative to the transfer thereof and Client has the right to transfer, assign and encumber its interest in the Contract and the GIDI Preferred Stock in favor of Secured Party. (c) Until all of the Obligations have been indefeasibly paid and satisfied in full, Client shall not directly or indirectly further sell, assign, transfer or otherwise further dispose of the Contract , the GIDI Preferred Stock or any part or rights thereof (except for the mandatory redemption of stock by GIDI as specified in the Contract, the proceeds of which are also included within this Assignment), nor shall Client create, incur or permit any further pledge, encumbrance, lien, mortgage or security interest with respect to the Contract, the GIDI Preferred Stock, or any part or rights thereof. (d) Until the Obligations have been indefeasibly paid and satisfied in full, Client will not consent to or enter into any alteration, amendment, termination or cancellation of the Contract and/or the GIDI Preferred Stock without first having obtained the written consent of Secured Party. (e) Until the Obligations have been indefeasibly paid and satisfied in full, (i) Pledgor isClient hereby assigns, transfers and sets over to Secured Party, (ii) Secured Party may receive for application to the Obligations in such manner as Secured Party may determine in its sole discretion, and (iii) Client hereby authorizes and directs each of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and GIDI and each of ▇▇▇▇ ▇. ▇▇▇▇▇▇ and GIDI hereby agree, to remit directly to Secured Party, any and all of the Collateral, including, but not limited to, all Payments, proceeds, profits and distributions to which Client would be otherwise entitled to under the terms of the Contract, by reason of the GIDI Preferred Stock, or otherwise. (f) In furtherance of the assignment and security interest hereunder, Client hereby grants to Secured Party the right, at Secured Party's option and at all times prior and from time to the payment and performance time, to enforce any of the Obligations will beconditions, covenants or agreements contained in the Contract, the legal GIDI Preferred Stock. or otherwise, and beneficial owner of such Collateral; (ii) to do anything that Client would have the Securities represent a total of forty-five percent (45%) right to do under the Contract, or in respect of the total Common Stock of JBOGIDI Preferred Stock, Inc. owned by Pledgor; (iii) in the pledge of such Collateral pursuant to the terms absence of this Pledge AgreementAssignment; provided, together with delivery thereofhowever, creates a valid that nothing contained herein shall or shall be deemed to otherwise obligate Secured Party to take or forebear from taking any action which Client may be entitled or required to take or not take, or shall be deemed, absent the occurrence of an Event of Default and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance Secured Party's enforcement of any kind whatsoever, except for of its rights and/or remedies under or in connection with any of the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereofAgreements, to prohibit Client from taking any other person; (v) no authorization, approval or other such action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of Pledgorits own right.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor (a) The Companies hereby represents and warrants represent to Pledgee that BANA that: (i) Pledgor isAt all times, the Collateral shall have a minimum liquidated cash value of not less than $9,500,000.00. (ii) The Collateral is held and owned by the Companies, free and clear of all liens, encumbrances, attachments, security interests, pledges, and at all times prior charges, is fully paid for and nonassessable, and is not subject to any restrictions to its free transferability and sale to the payment public. (iii) The Companies have the full right, power and authority to pledge the Collateral and to grant the security interest in and lien on the Collateral as herein provided. (iv) The execution, delivery and performance of this Agreement by the Obligations will be, Companies does not and shall not result in the legal and beneficial owner of such Collateral; (ii) that the Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance violation of any kind whatsoevermortgage, except for the perfected first security interest therein granted indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assignwhich either Company is subject, or otherwise divest its interests in such Collateral, by which it or any part thereof, to any other person; of its property is bound. (v) no authorizationThis Agreement constitutes the legal, approval or other action by, or notice to or filing with, any governmental body is required for valid and binding obligation of the pledge by Pledgor of such Collateral pursuant to Companies in accordance with the terms of this Pledge Agreement; hereof and (vi) all of the Collateral has been duly authorized, validly issued executed and is fully paid delivered. (b) The Companies hereby covenant and non-assessable agree that each Company shall: (i) Execute all such instruments, documents, and is registered papers, and will do all such acts as BANA may reasonably request from time to time to carry into effect the provisions and intent of this Agreement, and will do all such other acts as BANA may reasonably request with respect to the perfection and protection of the security interest granted herein and the assignment effected hereby. (ii) Keep the Collateral free and clear of all liens, encumbrances, attachments, security interests, pledges, and charges. (iii) Deliver to BANA, if and when received by the Companies, any item representing, evidencing, or constituting any of the Collateral or proceeds of the Collateral, including, without limitation, any interest, cash dividends, or other distributions made on account of or in respect to any of the name of PledgorCollateral.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor The Company hereby represents makes the following representations, warranties and warrants covenants to Pledgee the Collateral Agent and the Noteholders, which shall survive the execution and delivery of the Note Documents and (except to the extent that any of such representations, and warranties and covenants expressly relate to earlier dates) shall be deemed repeated and confirmed as of each date on which any Note is issued by the Company. (ia) Pledgor is, The Company is now and at all times prior to hereafter shall be the payment absolute owner, free and performance clear of all Liens (other than Permitted Liens) except security interests and rights of the Obligations will beCollateral Agent and the Noteholders granted herein, of indefeasible title to all of the legal Collateral belonging to it except for that portion of the Company's rights and/or obligations under any Loan in which the Company has granted a participation to any Person in accordance with Section 2.14 of the Bank Loan Agreement (as in effect on the Effective Date of the Note Purchase Agreement); (b) To the best of the Company's knowledge, each outstanding Loan does, and beneficial owner of such Collateral; (ii) that the Securities each future Loan will, represent a total bona fide, valid and legally enforceable indebtedness according to its terms, and each Loan, at the time of forty-five percent (45%) creation thereof, except with the consent of the total Common Stock of JBOCollateral Agent and the Required Noteholders, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is will be subject to no offsets, discounts, counterclaims, contra-accounts or any claim, lien, charge, security interest or other encumbrance defense of any kind whatsoeveror character that materially adversely affects the value of the Loan; (c) With respect to each outstanding and future Loan, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create Collateral Agent and the Noteholders may rely on all statements or permit to exist any claim, lien, charge, security interest or encumbrance upon representations made by the Company on or with respect to such CollateralLoans delivered hereunder or under the Note Purchase Agreements, and, unless otherwise indicated in writing by the Company, each outstanding Loan is, and each future Loan will be, genuine and in all respects what it purports to be, and, to the Company's knowledge, there are no, and, at the time of creation of each Loan there will not be any, to the Company's knowledge, facts, events or occurrences that would in any way materially impair the validity or enforcement thereof; (d) All of the outstanding Loans have been, and all future Loans will be, created, and are (or in the case of future Loans, will be) in compliance in all material respects with, and the form and content of each document related to all outstanding and future Loans, the security related thereto, and the transactions from which they arose comply (or, in the case of future Loans, will comply) in all material respects with, any and all applicable laws, ordinances, rules and regulations, Federal, state and/or local, with respect to the extension of credit and charging of interest, including, without limitation, as applicable, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Equal Credit Opportunity Act and all Federal, state and local laws related to licensing, usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, unfair and deceptive trade practices, rescission rights and disclosures, and with all rules and regulations thereunder, all as amended, and any disclosures required with respect to any Loan the failure to make which would have a Material Adverse Effect on the Company were and will continue to be made properly and in a timely manner; (e) The original amount and unpaid balance of each Loan shown on the Company's books and records and on any statement or schedule delivered to the Collateral Agent are and will be true and correct, and the unpaid balance is and will be the amount actually owing to the Company; (f) If requested by the Required Holders at any time or from time to time, the Company shall cause a Lien search against each Person to whom a Loan has been made, satisfactory to the Collateral Agent, to be performed and delivered directly to the Collateral Agent, which Lien search shall indicate the absence of any Liens against such Person or the property of the Person on which the Company has a Lien, other than Liens in favor of the Company which have been assigned to the Collateral Agent or the Noteholders or Liens in favor of the Collateral Agent or the Noteholders and other than Permitted Liens; (g) The Company neither has extended nor will extend any credit of any kind or in any manner to any Person in connection with the transactions from which the Loans arose or will arise other than as the Company has indicated on and has had evidenced by, or will indicate or have evidenced by, in the case of future Loans, the Company's files related to the Loans; (h) Each security agreement, UCC filing, mortgage, title retention instrument, and other document and instrument, if any, which is security for the Loans contains, or will contain, in the case of future Loans, a correct and sufficient description of the Underlying Collateral covered thereby and each lien, mortgage or security interest which secures any outstanding Loan is, or any future Loan will be, valid; (i) To the best knowledge of the Company, except for as disclosed to the first security interest therein granted Collateral Agent and the Noteholders, any and all policies of insurance related to Pledgee by this Pledge Agreement the property securing any obligation of a Person to whom the Company has made a Loan, or any guarantor of such Loan, in connection with any Loan and except as otherwise permitted pursuant to any credit life insurance, credit disability insurance, or credit unemployment insurance are in full force and effect in accordance with the terms of this Pledge Agreementall agreements between the Company and such Person or guarantor; (j) The Company has no knowledge of any fact which would impair in any material respect the value or validity of any Loan except as disclosed to the Collateral Agent; (k) The Company holds no commercial tort claim except as indicated in writing to the Collateral Agent and the Noteholders; and (ivl) so long as this Pledge Agreement remains in effectThe transactions contemplated herein, Pledgor including the granting of security interests herein and the enforcement by the Collateral Agent and the Noteholders of its rights hereunder if a Default or Event of Default occurs, do not and will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for affect the pledge validity of the pledges of the Underlying Collateral and the Loans secured by Pledgor the Underlying Collateral are and will still be valid against the Obligors of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of PledgorLoans.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby covenants, represents and warrants to Pledgee that warrants, that: (ia) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the The Pledged Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly are authorized, validly issued and is issued, fully paid and non-assessable capital stock of the respective Issuers, constitute Pledgor's entire interest in the Issuers (except that it constitutes sixty-five percent (65%) of the stock of Crown) and constitute all of the issued and outstanding shares of capital stock of Issuers; (b) The Pledged Property is directly, legally and beneficially owned by Pledgor free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description, except in favor of Pledgee; (c) The Pledged Property is not subject to any restrictions relative to the transfer thereof, except as required by applicable law, and Pledgor has the right to transfer and hypothecate the Pledged Property free and clear of any liens, encumbrances or restrictions, except as otherwise provided herein; (d) The Pledged Property is duly and validly pledged to Pledgee and no consent or approval of any governmental or regulatory authority or of any securities exchange or the like, nor any consent or approval of any other third party is necessary to the validity of this Pledge Agreement which has not been obtained and a copy of which has not been furnished to Pledgee; (e) During the term of this Pledge Agreement, if Pledgor shall receive, have registered in its name or become entitled to receive or acquire, or have registered in its name any stock certificate, option, or right with respect to the securities of any Issuer (including without limitation, any certificate representing a dividend or a distribution or exchange of or in connection with any reclassification of the Pledged Securities) whether as an addition to, in substitution of, or in exchange for any of the Pledged Property, Pledgor agrees to accept same as Pledgee's agent, to hold same in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent or bailee in the form received, with the endorsement(s) of Pledgor where necessary and/or appropriate powers and/or assignments duly executed to be held by Pledgee or Pledgee's agent or bailee subject to the terms hereof, or if any of the foregoing is uncertificated, register same with the Pledgee's security interest noted therein as further security for Pledgor's Obligations to Pledgee; (f) During the term of this Pledge Agreement, Pledgor shall not directly or indirectly sell, assign, transfer, or otherwise dispose of, or grant any option with respect to the Pledged Property, nor shall Pledgor create, incur or permit any further pledge, hypothecation, encumbrance, lien, mortgage or security interest with respect to the Pledged Property; (g) So long as no default has occurred and is registered continuing, Pledgor shall have the right to vote and exercise all corporate rights and to receive cash dividends or real or personal property distributed by any Issuer with respect to the Pledged Securities, provided that any stock of any Issuer, or any options with respect to stock of any Issuer, so distributed shall be subject to the security interest therein of Pledgee, as provided in subparagraph (e) above; and (h) During the name term of Pledgorthis Pledge Agreement, Pledgor shall not permit any Issuer, directly or indirectly, to issue, sell, grant, assign, transfer or otherwise dispose of, any additional shares of capital stock of the Issuer or any option or warrant with respect to, or other right or security convertible into, any additional shares of capital stock of such Issuer, now or hereafter authorized, unless all such additional shares, options, warrants, rights or other such securities are made and shall remain part of the Pledged Property subject to the first priority security interest granted herein.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor Borrower hereby represents makes the following representations, warranties and warrants covenants to Pledgee the Agent and the Banks, which shall survive the execution and delivery of the Loan Documents and (except to the extent that any of such representations, and warranties and covenants expressly relate to earlier dates) shall be deemed repeated and confirmed as of each date on which any Revolving Credit Loans or Term Loans are requested by Borrower or made by any Bank: (ia) Pledgor is, Borrower is now and at all times prior to hereafter shall be the payment absolute owner, free and performance clear of all Liens (other than Permitted Liens) except security interests and rights of the Obligations will beAgent and the Banks granted herein, of indefeasible title to all of the legal Collateral, except for that portion of Borrower's rights and/or obligations under any Loan in which Borrower has granted a participation to any Person in accordance with Section 2.14 of the Loan Agreement; (b) To the best of Borrower's knowledge, each outstanding Loan does, and beneficial owner of such Collateral; (ii) that the Securities each future Loan will, represent a total bona fide, valid and legally enforceable indebtedness according to its terms, and each Loan, at the time of forty-five percent (45%) creation thereof, except with the consent of the total Common Stock of JBOAgent and the Banks, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is will be subject to no offsets, discounts, counterclaims, contra-accounts or any claim, lien, charge, security interest or other encumbrance defense of any kind whatsoeveror character that materially adversely affects the value of the Loan; (c) With respect to each outstanding and future Loan, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create Agent and the Banks may rely on all statements or permit to exist any claim, lien, charge, security interest or encumbrance upon representations made by Borrower on or with respect to such CollateralLoans delivered hereunder or under the Loan Agreement, and, unless otherwise indicated in writing by Borrower, each outstanding Loan is, and each future Loan will be, genuine and in all respects what it purports to be, and, to Borrower's knowledge, there are no, and, at the time of creation of each Loan there will not be any, to Borrower's knowledge, facts, events or occurrences that would in any way materially impair the validity or enforcement thereof; (d) All of the outstanding Loans have been, and all future Loans will be, created, and are (or in the case of future Loans, will be), and the form and content of each document related to all outstanding and future Loans, the security related thereto, and the transactions from which it arose comply (or, in the case of future Loans, will comply) in all material respects with any and all applicable laws, ordinances, rules and regulations, Federal, state and/or local, with respect to the extension of credit and charging of interest, including, without limitation, as applicable, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Equal Credit Opportunity Act and all Federal, state and local laws related to licensing, usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, unfair and deceptive trade practices, rescission rights and disclosures, and with all rules and regulations thereunder, all as amended, and any disclosures required with respect to any Loan the failure of which to make would have a Material Adverse Effect on Borrower were and will continue to be made properly and in a timely manner; (e) The original amount and unpaid balance of each Loan shown on Borrower's books and records and on any statement or schedule delivered to the Agent are and will be true and correct, and the unpaid balance is and will be the amount actually owing to Borrower; (f) If requested by the Required Banks at any time or from time to time, Borrower shall cause a Lien search against each Person to whom a Loan has been made satisfactory to the Agent, to be performed and delivered directly to the Agent, which Lien search shall indicate the absence of any Liens against such Person or the property of the Person on which Borrower has a Lien, other than Liens in favor of Borrower which have been assigned to the Agent or the Banks or Liens in favor of the Agent or the Banks and other than Permitted Liens; (g) Borrower has not extended and will not extend any credit of any kind or in any manner to any Person in connection with the transactions from which the Loans arose or will arise other than as Borrower has indicated on and has had evidenced by, or will indicate or have evidenced by, in the case of future Loans, Borrower's files related to the Loans; (h) Each security agreement, UCC filing, mortgage, title retention instrument, and other document and instrument, if any, which is security for the Loans contains, or will contain, in the case of future Loans, a correct and sufficient description of the Underlying Collateral covered thereby and each lien, mortgage or security interest which secures any outstanding Loan is, or any future Loan will be, valid; (i) To the best knowledge of Borrower, except for as disclosed to the first security interest therein granted Agent, any and all policies of insurance related to Pledgee by this Pledge Agreement the property securing any obligation of a Person to whom Borrower has made a Loan, or any guarantor of such Loan, in connection with any Loan and except as otherwise permitted pursuant to any credit life insurance, credit disability insurance, or credit unemployment insurance are in full force and effect in accordance with the terms of this Pledge Agreementall agreements between Borrower and such Person or guarantor; (j) Borrower has no knowledge of any fact which would impair in any material respect the value or validity of any Loan except as disclosed to the Agent; and (ivk) so long as this Pledge Agreement remains in effectThe transactions contemplated herein, Pledgor including the granting of security interests herein and the enforcement by the Agent of its rights hereunder if a Default or Event of Default occurs, do not and will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for affect the pledge validity of the pledges of the Underlying Collateral and the Loans secured by Pledgor the Underlying Collateral are and will still be valid against the Obligers of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name of PledgorLoans.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby represents Lessee represents, covenants and warrants as follows, for the benefit of Lessor (all such representations and warranties being continuing in nature and surviving the termination of this Agreement): (a) Lessee is a political subdivision, duly organized and existing under the constitution and laws of the State of the Equipment location, and is a state or political subdivision as such terms are used in Section 103 of the Code; (b) ▇▇▇▇▇▇ has the requisite power and authority, including authority under the constitution and laws of the State, to Pledgee that purchase the Equipment and to execute and deliver this Agreement, each Lease and the transactions contemplated hereby, and to perform its obligations under this Agreement and each Lease; (c) this Agreement, each Lease and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of the Lessee, such action approving this Agreement and each Lease and authorizing their execution has not been altered or rescinded, the legislative authorization approving the execution of this Agreement and each Lease continues to be in full force and effect at the time of authorization, all requirements have been met and procedures have occurred to ensure the enforceability of this Agreement and each Lease (including, without limitation, the execution of this Agreement and each Lease by authorized officials) against Lessee, and this Agreement and each Lease are valid and binding obligations of Lessee enforceable in accordance with their terms; (d) no portion of the principal or interest payment of this Agreement and each Lease is directly or indirectly (i) Pledgor secured by any interest in property used or to be used for a private business use or by payments in respect of such property or (ii) derived or to be derived from payments (whether or not to the Lessee) in respect of property or borrowed money used or to be used for a private business use; (e) Lessee will execute all informational filings required under the Code, so as to preserve the tax-exempt qualification of this obligation to Lessor and its assigns, and in the event that ▇▇▇▇▇▇'s failure or refusal to execute the required information filings results in or would result in the inability to exclude the interest paid under this Agreement from gross income for federal income tax purposes to the Lessor or its assigns, Lessor may demand that Lessee cure the loss by a subsequent filing, be indemnified by the Lessee, to the extent permitted by State law, for the loss occasioned by the loss of the ability to exclude the interest payable under this Agreement and any Leases hereunder from gross income for federal income tax purposes, or treat such loss as an Event of Default as defined herein to which Lessee may pursue any and all remedies provided hereunder; (f) Lessor's yield with respect to this Agreement and each Lease is dependent upon the full amount of each interest component of each Lease Payment being excludable from Lessor's gross income for federal income tax purposes pursuant to the Code, and accordingly, if at any time, as a result of a determination that Lessee has breached a representation or covenant contained herein, or a component of any Lease Payment is, in the opinion of counsel for the Lessor, subject to or affected by any income, preference, excess profits, minimum or other federal tax, Lessee shall pay, as additional interest, an amount which is necessary to provide to Lessor the same net income as Lessor would have received, but for such event, which amount shall be calculated by Lessor and at all times prior be binding upon Lessee in the absence of manifest error; (g) to the payment best of Lessee’s knowledge, information and performance belief: (i) the Equipment has been ordered or is expected to be ordered and is expected to be delivered, and the Manufacturer has been fully paid on the Lease Commencement Date, and the estimated total cost of the Obligations Equipment will be, not be less than the legal and beneficial owner total principal amount of such Collateralthe Lease Payments; (ii) Lessee has not created or established, and does not expect to create or establish, any sinking fund, reserve fund or other similar fund that is reasonably expected to be used to pay the Securities represent Lease Payments or that may be used solely to prevent a total of forty-five percent (45%) default in the payment of the total Common Stock of JBO, Inc. owned by PledgorLease Payments; and (iii) the pledge Equipment has not been and is not expected to be sold or otherwise disposed of such Collateral pursuant by Lessee, either in whole or in part, prior to the terms last maturity of this Pledge Agreementthe Lease Payments; (h) neither the Lessee nor any person acting on its behalf has directly or indirectly offered, together with delivery thereofsold, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject solicited any offers to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assignbuy, or otherwise divest approached or negotiated with any person regarding the offer, sale or other disposition of any interest in, the Equipment or any indebtedness secured by the Equipment, so as to require registration in accordance with the provisions of Federal or state securities laws, and neither the Lessee nor any person acting on its interests behalf will take any such action in such Collateralthe future; (i) there is no proceeding pending or threatened before any court, administrative agency or governmental body that, if adversely determined, would adversely affect the transactions contemplated by this Agreement or any Lease hereunder, the security interest of Lessor or its assigns, as the case may be, in the Equipment or the excludability of the interest from gross income for federal income tax purposes under the Code; (j) upon execution of this Agreement and any Lease hereunder, Lessee will provide to Lessor a copy of the resolution or other official action by its governing body authorizing this Agreement and any Lease hereunder; (k) no event or condition that constitutes, or any part thereofwith the giving of notice or the lapse of time would constitute, to any other person; an Event of Default exists at this time; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vil) all insurance required in accordance with this Agreement is currently maintained by the Lessee; (m) Lessee owns, and will continue to maintain, the real estate and facilities where the Equipment will be located free and clear of any Liens during the Lease Term; and (n) this Agreement and each Lease are based on facts and circumstances in existence as of the Collateral has been duly authorized, validly issued and is fully paid and non-assessable and is registered in the name effective date of Pledgoreach.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor Borrower hereby represents makes the following representations, warranties and warrants covenants to Pledgee that the Agent and the SBA, which shall survive the execution and delivery of this Agreement: (ia) Pledgor is, Borrower is now and at all times prior hereafter shall be the absolute owner, free and clear of all Liens (other than Permitted Liens) of indefeasible title to the payment and performance all of the Obligations will beSBA Collateral, except for that portion of Borrower's rights and/or obligations under any Loan in which Borrower has granted a participation to any Person; (b) To the legal best of Borrower's knowledge, each outstanding Loan included in the SBA Collateral does, and beneficial owner of such Collateral; (ii) that each future Loan included in the Securities SBA Collateral will, represent a total bona fide, valid and legally enforceable indebtedness according to its terms, and each such Loan, at the time of forty-five percent (45%) creation thereof, except with the consent of the total Common Stock of JBOAgent and the SBA, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is will be subject to no offsets, discounts, counterclaims, contra- accounts or any claim, lien, charge, security interest or other encumbrance defense of any kind whatsoeveror character that materially adversely affects the value of such Loan; (c) With respect to each outstanding and future Loan included in the SBA Collateral, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create Agent and the SBA may rely on all statements or permit to exist any claim, lien, charge, security interest or encumbrance upon representations made by Borrower on or with respect to such Loans delivered hereunder, and, unless otherwise indicated in writing by Borrower, each outstanding Loan included in the SBA Collateral is, and each future Loan included in the SBA Collateral will be, genuine and in all respects what it purports to be, and, to Borrower's knowledge, there are no, and, at the time of creation of each such Loan there will not be any, to Borrower's knowledge, facts, events or occurrences that would in any way materially impair the validity or enforcement thereof; (d) All of the outstanding Loans included in the SBA Collateral have been, and all future Loans included in the SBA Collateral will be, created, and are (or in the case of such future Loans, will be), and the form and content of each document related to all such outstanding and future Loans, the security related thereto, and the transactions from which it arose comply (or, in the case of such future Loans, will comply) in all material respects with any and all applicable laws, ordinances, rules and regulations, Federal, state and/or local, with respect to the extension of credit and charging of interest, including, without limitation, as applicable, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade Commission Act, the Federal Equal Credit Opportunity Act and all Federal, state and local laws related to licensing, usury, truth in lending, real estate settlement procedures, consumer protection, equal credit opportunity, fair debt collection, unfair and deceptive trade practices, rescission rights and disclosures, and with all rules and regulations thereunder, all as amended, and any disclosures required with respect to any such Loan the failure of which to make would have a Material Adverse Effect on Borrower were and will continue to be made properly and in a timely manner; (e) The original amount and unpaid balance of each Loan included in the SBA Collateral shown on Borrower's books and records and on any statement or schedule delivered to the Agent (i) are and will be the true and correct amount actually owing to Borrower; (f) If requested by the SBA at any time or from time to time, Borrower shall cause a Lien search against each Person to whom a Loan included in the SBA Collateral has been made satisfactory to the Agent, to be performed and delivered directly to the Agent, which Lien search shall indicate the absence of any Liens against such Person or the property of the Person on which Borrower has a Lien, other than Liens in favor of Borrower which have been assigned to the Agent or the SBA and other than Permitted Liens; (g) Borrower has not extended and will not extend any credit of any kind or in any manner to any Person in connection with the transactions from which the Loans included in the SBA Collateral arose or will arise other than as Borrower has indicated on and has had evidenced by, or will indicate or have evidenced by, in the case of future Loans included in the SBA Collateral, except Borrower's files related to all such Loans; (h) Each security agreement, UCC filing, title retention instrument, and other document and instrument, if any, which is security for the first Loans included in the SBA Collateral contains, or will contain, in the case of future Loans included in the SBA Collateral, a correct and sufficient description of the Underlying Collateral covered thereby and each lien or security interest therein granted to Pledgee by this Pledge Agreement and which secures any such outstanding Loan is, or any such future Loan will be, valid; (i) To the best knowledge of Borrower, except as otherwise permitted pursuant disclosed to the terms Agent, any and all policies of this Pledge Agreement; (iv) so long as this Pledge Agreement remains insurance related to the property securing any obligation of a Person to whom Borrower has made a Loan included in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such the SBA Collateral, or any part thereofguarantor of such Loan, to in connection with any other person; (v) no authorizationLoan included in the SBA Collateral and any credit life insurance, approval or other action bycredit disability insurance, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to credit unemployment insurance are in full force and effect in accordance with the terms of this Pledge Agreementall agreements between Borrower and such Person or guarantor; (j) Borrower has no knowledge of any fact which would impair in any material respect the value or validity of any Loan included in the SBA Collateral except as disclosed to the Agent; and (k) The transactions contemplated herein, including the granting of security interests herein and (vi) all the enforcement by the Agent of its rights hereunder if a Default or Event of Default occurs, do not and will not affect the validity of the Collateral has been duly authorizedpledges of the Underlying Collateral, validly issued and is fully paid and non-assessable and is registered the Loans included in the name SBA Collateral secured by the Underlying Collateral are and will still be valid against the Obligers of Pledgorsuch Loans.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Pledgor hereby covenants, represents and warrants to Pledgee that warrants, that: (ia) Pledgor is, and at all times prior to the payment and performance of the Obligations will be, the legal and beneficial owner of such Collateral; (ii) that the The Pledged Securities represent a total of forty-five percent (45%) of the total Common Stock of JBO, Inc. owned by Pledgor; (iii) the pledge of such Collateral pursuant to the terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first lien on and security interest in such Collateral in favor of Pledgee; (iii) none of such Collateral is subject to any claim, lien, charge, security interest or other encumbrance of any kind whatsoever, except for the perfected first security interest therein granted to Pledgee hereby and, so long as this Pledge Agreement remains in effect, Pledgor will not create or permit to exist any claim, lien, charge, security interest or encumbrance upon or with respect to such Collateral, except for the first security interest therein granted to Pledgee by this Pledge Agreement and except as otherwise permitted pursuant to the terms of this Pledge Agreement; (iv) so long as this Pledge Agreement remains in effect, Pledgor will not sell, transfer, convey, assign, or otherwise divest its interests in such Collateral, or any part thereof, to any other person; (v) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Pledgor of such Collateral pursuant to the terms of this Pledge Agreement; and (vi) all of the Collateral has been duly are authorized, validly issued and is issued, fully paid and non-assessable capital stock of the respective Issuer, constitute Pledgor's entire interest in the Issuer and constitute all of the issued and outstanding shares of Series A Preferred capital stock of the Former Subsidiary held in the respect of the Issuer; (b) The Pledged Property is directly, legally and beneficially owned by Pledgor free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description, except in favor of Pledgee; (c) The Pledged Property is not subject to any restrictions relative to the transfer thereof and Pledgor has the right to transfer and hypothecate the Pledged Property free and clear of any liens, encumbrances or restrictions, except as otherwise provided herein; (d) The Pledged Property is duly and validly pledged to Pledgee and no consent or approval of any governmental or regulatory authority or of any securities exchange or the like, nor any consent or approval of any other third party is necessary to the validity of this Pledge Agreement which has not been obtained and a copy of which has not been furnished to Pledgee; (e) During the term of this Pledge Agreement, if Pledgor shall receive, have registered in its name or become entitled to receive or acquire, or have registered in its name any stock certificate, option, or right with respect to the securities of any Issuer (including without limitation, any certificate representing a dividend or a distribution or exchange of or in connection with any reclassification of the Pledged Securities) whether as an addition to, in substitution of, or in exchange for any of the Pledged Property or otherwise, Pledgor agrees to accept same as Pledgee's agent, to hold same in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent or bailee in the form received, with the endorsement(s) of Pledgor where necessary and/or appropriate powers and/or assignments duly executed to be held by Pledgee or Pledgee's agent or bailee subject to the terms hereof, or if any of the foregoing is uncertificated, register same with the Pledgee's security interest noted therein as further security for Pledgor's Obligations to Pledgee; (f) During the term of this Pledge Agreement, Pledgor shall not directly or indirectly sell, assign, transfer, or otherwise dispose of, or grant any option with respect to the Pledged Property, nor shall Pledgor create, incur or permit any further pledge, hypothecation, encumbrance, lien, mortgage or security interest with respect to the Pledged Property; (g) So long as no default has occurred and is registered continuing, Pledgor shall have the right to vote and exercise all corporate rights and to receive cash dividends or real or personal property distributed by any Issuer with respect to the Pledged Securities, provided that any stock of any Issuer, or any options with respect to stock of any Issuer, so distributed shall be subject to the security interest therein of Pledgee, as provided in subparagraph (e) above; and (h) All additional shares, options, warrants, rights or other securities acquired by Pledgor during the name term of Pledgorthis Pledge Agreement in respect of the Issuers, are made and shall remain part of the Pledged Property, subject to the first priority security interest granted herein and during such term, Pledgor shall not accept or receive the same from any Issuer, directly or indirectly, except subject to the foregoing requirement and neither shall Pledgor issue, sell, grant, assign, transfer or otherwise dispose of, any additional shares of capital stock of the Issuer or any option or warrant with respect to, or other right or security convertible into, any additional shares of capital stock of such Issuer, now or hereafter authorized, but Pledgor shall deliver the same to Pledgee, to be also held subject to the terms and conditions herein.