Common use of Security and Pledge Clause in Contracts

Security and Pledge. 2.1 As security for the prompt and full satisfaction of all terms, conditions, covenants, recitals, stipulations and agreements contained in the Obligations, Debtor hereby pledges and assigns the Shares to Secured Party and grants Secured Party a security interest therein. Upon an Event of Default, Secured Party is entitled to the use and possession of the Shares to the full extent necessary to protect its lien hereunder. 2.2 Debtor shall deliver, upon the execution of this Agreement, certificate(s) representing 80,238.75 Shares, endorsed in blank or with appropriate stock powers duly executed in blank, to be held by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.L.C., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., as Security Agent, subject to the terms hereof. 2.3 Simultaneously with the delivery of the Shares pursuant to this Agreement, Debtor shall record the pledge of the Shares to Secured Party on ITG's corporate records and provide Secured Party with evidence of the same. 2.4 Upon any Event of Default, Secured Party shall receive in connection with any of the Shares, any: (a) stock certificate, including, but without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, or sale of assets, combination of shares or stock splits; (b) option, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Shares, or otherwise; and (c) dividend or distribution payable in property (i.e., other than cash), including securities issued by any party other than ITG and received by the Debtor prior to an Event of Default; then, and in such event, the Debtor shall accept the same as the Secured Party's agent, in trust for the Secured Party, and shall deliver them forthwith to the Security Agent in the exact form received with, as applicable, its endorsements when necessary, or appropriate stock powers duly executed in blank, to be held by the Security Agent, subject to the terms hereof, as part of the Shares. 2.5 Unless an Event of Default shall have occurred, the Debtor shall be entitled to vote the Shares. 2.6 Any and all cash dividends and other distributions by ITG to the Debtor on the Shares shall be delivered to the Secured Party as additional security hereunder, or applied toward the satisfaction of the Obligations, at the Secured Party's sole option. 2.7 At each Installment Date (as defined in the Note) at which principal and interest is timely paid to the Secured Party pursuant to the terms of the Note and as to which Debtor has notified the Security Agent and the Secured Party, one-third of the Shares shall be released from the pledge hereunder and shall then be released from any restrictions on transfer contained in the Note and shall be promptly delivered to Debtor by the Security Agent.

Security and Pledge. 2.1 As security for the prompt and full satisfaction of all terms, conditions, covenants, recitals, stipulations and agreements contained in the Obligations, Debtor hereby pledges and assigns the Shares to Secured Party and grants Secured Party a security interest therein. Upon an Event of Default, Secured Party is entitled to the use and possession of the Shares to the full extent necessary to protect its lien hereunder. 2.2 Debtor shall deliver, upon the execution of this Agreement, certificate(s) representing 80,238.75 Shares, 8,632.50 Shares endorsed in blank or with appropriate stock powers duly executed in blank, to be held by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.L.C., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., as Security Agent, subject to the terms hereof. 2.3 Simultaneously with the delivery of the Shares pursuant to this Agreement, Debtor shall record the pledge of the Shares to Secured Party on ITG's corporate records and provide Secured Party with evidence of the same. 2.4 Upon any Event of Default, Secured Party shall receive in connection with any of the Shares, any: (a) stock certificate, including, but without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, or sale of assets, combination of shares or stock splits; (b) option, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Shares, or otherwise; and (c) dividend or distribution payable in property (i.e., other than cash), including securities issued by any party other than ITG and received by the Debtor prior to an Event of Default; then, and in such event, the Debtor shall accept the same as the Secured Party's agent, in trust for the Secured Party, and shall deliver them forthwith to the Security Agent in the exact form received with, as applicable, its endorsements when necessary, or appropriate stock powers duly executed in blank, to be held by the Security Agent, subject to the terms hereof, as part of the Shares. 2.5 Unless an Event of Default shall have occurred, the Debtor shall be entitled to vote the Shares. 2.6 Any and all cash dividends and other distributions by ITG to the Debtor on the Shares shall be delivered to the Secured Party as additional security hereunder, or applied toward the satisfaction of the Obligations, at the Secured Party's sole option. 2.7 At each Installment Date (as defined in the Note) at which principal and interest is timely paid to the Secured Party pursuant to the terms of the Note and as to which Debtor has notified the Security Agent and the Secured Party, one-third of the Shares shall be released from the pledge hereunder and shall then be released from any restrictions on transfer contained in the Note and shall be promptly delivered to Debtor by the Security Agent.