Unassociated Document


    

      PLEDGE
        AGREEMENT

       

      PLEDGE
        AGREEMENT (this
        “Agreement”),
        dated
        as of July 7, 2008, made by each entity listed as a pledgor on the signature
        pages hereto (the “Pledgor”),
        in
        favor of DRIFTWOOD
        VENTURES, INC.,
        a
        Delaware corporation (the "Buyer").

       

      WITNESSETH:

      


      WHEREAS,
        the Pledgor and Buyer are parties to the Securities Purchase Agreement, dated
        as
        of even date herewith (as amended, restated or otherwise modified from time
        to
        time, the "Securities
        Purchase Agreement"),
        pursuant to which the Pledgor shall be required to sell, and the Buyer shall
        purchase or have the right to purchase, the “Secured Notes” (as defined
        therein);

      


      WHEREAS,
        it is a condition precedent to the Buyer entering into the Securities Purchase
        Agreement that the Pledgor shall have executed and delivered to the Buyer
        this
        Agreement to secure all of its obligations under the Securities Purchase
        Agreement, the Secured Notes issued pursuant thereto (as such Secured Notes
        may
        be amended, restated, replaced or otherwise modified from time to time in
        accordance with the terms thereof, collectively, the “Notes”)
        and the
“Transaction Documents” (as defined in the Securities Purchase Agreement, the
“Transaction
        Documents”);
        and

      


      WHEREAS,
        the Pledgor has determined that the execution, delivery and performance of
        this
        Agreement directly benefits, and is in the best interest of, the
        Pledgor.

       

      NOW,
        THEREFORE, in consideration of the premises and the agreements herein and
        in
        order to induce the Buyer to perform under the Securities Purchase Agreement,
        the Pledgor agrees with the Buyer as follows:

      


      SECTION
        1. Definitions
        and Rules of Interpretation.

      


      (a) Definitions.
        Reference is made to the Securities Purchase Agreement and the Notes for
        a
        statement of terms thereof. All terms used in this Agreement which are defined
        in the Securities Purchase Agreement or in Article 8 or Article 9 of the
        Uniform
        Commercial Code as in effect from time to time in the State of New York (the
        “Code”),
        and
        which are not otherwise defined herein shall have the same meanings herein
        as
        set forth therein; provided,
        that
        terms used herein which are defined in the Code as in effect in the State
        of New
        York on the date hereof shall continue to have the same meaning notwithstanding
        any replacement or amendment of such statute except as the Buyer may otherwise
        determine. In the event that any such term is defined in both the Securities
        Purchase Agreement and the Code, the definition of such term in the Securities
        Purchase Agreement shall control.

      


      (b) Rules
        of Interpretation .
        Except
        as otherwise expressly provided in this Agreement, the following rules of
        interpretation apply to this Agreement: (i) the singular includes the plural
        and
        the plural includes the singular; (ii) “or” and “any” are not exclusive and
“include” and “including” are not limiting; (iii) a reference to any agreement
        or other contract includes permitted supplements and amendments; (iv) a
        reference to a law includes any amendment or modification to such law and
        any
        rules or regulations issued thereunder; (v) a reference to a person includes
        its
        permitted successors and assigns; and (vi) a reference in this Agreement
        to an
        Article, Section, Annex, Exhibit or Schedule is to the Article, Section,
        Annex,
        Exhibit or Schedule of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
        2. Pledge
        and Grant of Security Interest. As collateral security for all of the
        Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges
        and
        assigns and grants to the Buyer a continuing security interest in, and Lien
        on,
        all of the Pledgor’s right, title and interest in and to the following
        (collectively, the “Collateral”):

       

      (a) all
        present, as set forth in Schedule
        I,
        and all
        future, issued and outstanding shares of capital stock, or other equity or
        investment securities of, or partnership, membership, or joint venture interests
        in, each Subsidiary (as defined in the Securities Purchase Agreement), whether
        now owned or hereafter acquired by the Pledgor and whether or not evidenced
        or
        represented by any stock certificate, certificated security or other instrument,
        together with the certificates representing such equity interests, all options
        and other rights, contractual or otherwise, in respect thereof and all
        dividends, distributions, cash, instruments, investment property and any
        other
        property (including, but not limited to, any stock dividend and any distribution
        in connection with a stock split) from time to time received, receivable
        or
        otherwise distributed in respect of or in exchange for any or all of the
        foregoing and all cash and noncash proceeds thereof (collectively, the
“Pledged
        Shares”);

       

      (b) all
        present and future increases, profits, combinations, reclassifications, and
        substitutes and replacements for all or part of the foregoing Collateral
        heretofore described;

      


      (c) all
        investment property, financial assets, securities, capital stock, other equity
        interests, stock options and commodity contracts of the Pledgor, all,
        debentures, bonds, promissory notes or other evidences of indebtedness payable
        or owing to the Pledgor, and all other assets now or hereafter received or
        receivable with respect to the foregoing;

       

      (d) all
        securities entitlements of the Pledgor in any and all of the foregoing;
        and

       

      (e) all
        proceeds (including proceeds of proceeds) of any and all of the
        foregoing;

      


      in
        each
        case, whether now owned or hereafter acquired by the Pledgor and howsoever
        its
        interest therein may arise or appear (whether by ownership, security interest,
        Lien, claim or otherwise).

       

      SECTION
        3. Security
        for Obligations. The security interest created hereby in the Collateral
        constitutes continuing collateral security for all of the following obligations,
        whether now existing or hereafter incurred (the “Obligations”):

       

      (a) the
        payment by the Pledgor, as and when due and payable (by scheduled maturity,
        required prepayment, acceleration, demand or otherwise), of all amounts from
        time to time owing by it in respect of the Securities Purchase Agreement,
        the
        Notes and the other Transaction Documents, (including, without limitation,
        all
        interest that accrues after the commencement of any bankruptcy proceeding
        of the
        Pledgor, whether or not the payment of such interest is unenforceable or
        is not
        allowable due to the existence of such bankruptcy proceeding), and (B) all
        fees,
        commissions, expense reimbursements, indemnifications and all other amounts
        due
        or to become due under any of the Transaction Documents; and

       

      
        
          
          

        

        
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      (b) the
        due
        performance and observance by the Pledgor of all of its other obligations
        from
        time to time existing in respect of any of the Transaction Documents for
        so long
        as the Notes are outstanding.

       

      SECTION
        4. Delivery
        of the Collateral.

       

      (a) All
        certificates currently representing the Pledged Shares shall be delivered
        to the
        Buyer on or prior to the execution and delivery of this Agreement. All other
        promissory notes, certificates and instruments constituting Collateral from
        time
        to time or required to be pledged to the Buyer pursuant to the terms of this
        Agreement or the Securities Purchase Agreement (the “Additional
        Collateral”)
        shall
        be delivered to the Buyer promptly upon receipt thereof by or on behalf of
        the
        Pledgor. All such promissory notes, certificates and instruments shall be
        held
        by the Buyer pursuant hereto and shall be delivered in suitable form for
        transfer by delivery or shall be accompanied by duly executed instruments
        of
        transfer or assignment or undated stock powers executed in blank, all in
        form
        and substance reasonably satisfactory to the Buyer. If any Collateral consists
        of uncertificated securities, unless the immediately following sentence is
        applicable thereto, at the request of Buyer, the Pledgor shall cause the
        Buyer
        (or its designated custodian, nominee or other designee) to become the
        registered holder thereof, or cause each issuer of such securities to agree
        that
        it will comply with instructions originated by the Buyer (or its designated
        custodian, nominee or other designee) with respect to such securities without
        further consent by the Pledgor. If any Collateral consists of securities
        entitlements, the Pledgor shall transfer such securities entitlements to
        the
        Buyer (or its designated custodian, nominee or other designee) or cause the
        applicable securities intermediary to agree that it will comply with entitlement
        orders by the Buyer (or its designated custodian, nominee or other designee)
        without further consent by the Pledgor.

      


      (b) Promptly
        upon the receipt by the Pledgor of any Additional Collateral, a Pledge
        Amendment, duly executed by the Pledgor, in substantially the form of
Annex
        I
        hereto
        (a “Pledge
        Amendment”),
        shall
        be delivered to the Buyer, in respect of the Additional Collateral which
        is or
        are to be pledged pursuant to this Agreement and the Securities Purchase
        Agreement, which Pledge Amendment shall from and after delivery thereof
        constitute part of Schedule
        I
        hereto.
        Each Pledgor hereby authorizes the Buyer to attach each Pledge Amendment
        to this
        Agreement and agrees that all certificates or instruments listed on any Pledge
        Amendment shall for all purposes hereunder constitute Collateral and the
        Pledgor
        shall be deemed upon delivery thereof to have made the representations and
        warranties set forth in Section
        5
        with
        respect to such Additional Collateral.

       

      
        
          
          

        

        
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      (c) If
        the
        Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner
        of any Collateral, any (i) stock certificate (including, without limitation,
        any
        certificate representing a stock dividend or distribution in connection with
        any
        increase or reduction of capital, reclassification, merger, consolidation,
        sale
        of assets, combination of shares, stock split, spin-off or split-off),
        promissory note or other instrument, (ii) option or right, whether as an
        addition to, substitution for, or in exchange for, any Collateral, or otherwise,
        (iii) dividends payable in cash (except such dividends permitted to be
        retained by the Pledgor pursuant to Section
        7
        hereof)
        or in securities or other property or (iv) dividends, distributions, cash,
        instruments, investment property and other property in connection with a
        partial
        or total liquidation or dissolution or in connection with a reduction of
        capital, capital surplus or paid-in surplus, the Pledgor shall receive such
        stock certificate, promissory note, instrument, option, right, payment or
        distribution in trust for the benefit of the Buyer, shall segregate it from
        the
        Pledgor’s other property and shall deliver it forthwith to the Buyer in the
        exact form received, with any necessary endorsement and/or appropriate stock
        powers duly executed in blank, to be held by the Buyer as Collateral and
        as
        further collateral security for the Obligations.

       

      SECTION
        5. Representations
        and Warranties. The Pledgor represents and warrants as follows:

      


      (a) The
        Pledgor, (i) is a corporation, limited liability company or limited partnership
        duly organized, validly existing and in good standing under the laws of the
        state or jurisdiction of its organization, and (ii) has all requisite power
        and
        authority to execute, deliver and perform this Agreement.

      


      (b) The
        execution, delivery and performance by the Pledgor of this Agreement (i)
        have
        been duly authorized by all necessary action, (ii) do not and will not
        contravene its charter or bylaws, or any applicable law or any contractual
        restriction binding on or affecting it or any of its properties, and (iii)
        do
        not and will not result in or require the creation of any Lien upon or with
        respect to any of its properties other than pursuant to this
        Agreement.

       

      (c) The
        issuers of the Pledged Shares set forth in Schedule
        I
        hereto
        are the
        Pledgor’ only Subsidiaries existing on the date hereof. The Pledged Shares have
        been duly authorized and validly issued, are fully paid and nonassessable
        and
        the holders thereof are not entitled to any preemptive first refusal or other
        similar rights. Except as noted in Schedule
        I
        hereto,
        the Pledged Shares constitute 100% of the issued shares of capital stock,
        partnership interests or membership or other equity interests, as applicable,
        of
        the Subsidiaries. All other shares of stock constituting Collateral will
        be,
        when issued, duly authorized and validly issued, fully paid and
        nonassessable.

       

      (d) The
        Pledgor is and will be at all times the legal and beneficial owner of the
        Collateral free and clear of any Lien, security interest, option or other
        charge
        or encumbrance except for the security interest and Lien created by this
        Agreement or any Permitted Liens.

       

      (e) The
        exercise by the Buyer of any of its rights and remedies hereunder will not
        contravene any law or any contractual restriction binding on or affecting
        the
        Pledgor or any of the properties of the Pledgor and will not result in or
        require the creation of any Lien, security interest or other charge or
        encumbrance upon or with respect to any of the properties of the Pledgor
        other
        than pursuant to this Agreement and the other Transaction
        Documents.

       

      
        
          
          

        

        
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      (f) No
        authorization or approval or other action by, and no notice to or filing
        with,
        any governmental authority is required to be obtained or made by the Pledgor
        for
        (i) the due execution, delivery and performance by the Pledgor of this
        Agreement, (ii) the grant by the Pledgor, or the perfection, of the security
        interest and Lien purported to be created hereby in the Collateral or (iii)
        the
        exercise by the Buyer of any of its rights and remedies hereunder, except
        as may
        be required in connection with any sale of any Collateral by laws affecting
        the
        offering and sale of securities generally.

       

      (g) This
        Agreement creates a valid security interest and Lien in favor of the Buyer
        in
        the Collateral, as security for the Obligations. The Buyer’s having possession
        of the promissory notes evidencing the Collateral, the certificates representing
        the Pledged Shares and all other certificates, instruments and cash constituting
        Collateral from time to time results in the perfection of such security interest
        and Lien. Such security interest and Lien is, or in the case of Collateral
        in
        which the Pledgor obtains rights after the date hereof, will be, a perfected
        Lien. All action necessary or desirable to perfect and protect such security
        interest and Lien has been duly taken, except for the Buyer’s having possession
        of certificates, instruments and cash constituting Collateral after the date
        hereof.

       

      SECTION
        6. Covenants
        as to the Collateral. So long as any Obligations shall remain outstanding
        and the Securities Purchase Agreement and the other Transaction Documents
        shall
        not have been terminated, the Pledgor will, unless the Buyer shall otherwise
        consent in writing:

       

      (a) keep
        adequate records concerning the Collateral and permit the Buyer, or any
        designees or representatives thereof at any time or from time to time to
        examine
        and make copies of and abstracts from such records;

       

      (b) at
        the
        Pledgor’s expense, promptly deliver to the Buyer a copy of each material notice
        or other material communication received by the Pledgor in respect of the
        Collateral;

       

      (c) at
        the
        Pledgor’s expense, defend the Buyer’s right, title and security interest in and
        to the Collateral against the claims of any Person;

       

      (d) at
        the
        Pledgor’s expense, at any time and from time to time, promptly execute and
        deliver all further instruments and documents and take all further action
        that
        may be necessary or desirable or that the Buyer may reasonably request in
        order
        to (i) perfect and protect, or maintain the perfection of, the security
        interest and Lien purported to be created hereby, (ii) enable the Buyer to
        exercise and enforce its rights and remedies hereunder in respect of the
        Collateral or (iii) otherwise effect the purposes of this Agreement, including,
        without limitation, delivering to the Buyer irrevocable proxies in respect
        of
        the Collateral;

      (e) not
        sell,
        assign (by operation of law or otherwise), exchange or otherwise dispose
        of any
        Collateral or any interest therein except as expressly permitted by the
        Securities Purchase Agreement;

       

      
        
          
          

        

        
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      (f) not
        create or suffer to exist any Lien, upon or with respect to any Collateral
        except for the Lien created hereby or for any Permitted Lien;

       

      (g) not
        make
        or consent to any amendment or other modification or waiver with respect
        to any
        Collateral or enter into any agreement or permit to exist any restriction
        with
        respect to any Collateral other than pursuant to the Transaction
        Documents;

       

      (h) except
        as
        expressly permitted by the Securities Purchase Agreement, not permit the
        issuance of (i) any additional shares of any class of capital stock, partnership
        interests, member interests or other equity of any Subsidiary, (ii) any
        securities convertible voluntarily by the holder thereof or automatically
        upon
        the occurrence or non-occurrence of any event or condition into, or exchangeable
        for, any such shares of capital stock or (iii) any warrants, options, contracts
        or other commitments entitling any Person to purchase or otherwise acquire
        any
        such shares of capital stock;

       

      (i) not
        issue
        any stock certificate, certificated security or other instrument to evidence
        or
        represent any shares of capital stock, any partnership interest or membership
        interest described in Schedule
        I
        hereto;
        and

       

      (j) not
        take
        or fail to take any action which would in any manner impair the validity
        or
        enforceability of the Buyer’s security interest in and Lien on any Collateral.


       

      SECTION
        7. Voting
        Rights, Dividends, Etc. in Respect of the Collateral.

       

      (a) So
        long
        as no Event of Default (as defined in the Notes) (an “Event
        of Default”) shall
        have occurred and be continuing:

       

      (i) the
        Pledgor may exercise any and all voting and other consensual rights pertaining
        to any Collateral for any purpose not inconsistent with the terms of this
        Agreement, the Securities Purchase Agreement or the other Transaction Documents;
        provided,
        however,
        that
        (A) Pledgor will not exercise nor refrain from exercising any such right,
        as the case may be, if the Buyer gives it notice that, in the Buyer’s judgment,
        such action (or inaction) is reasonably likely to have a Material Adverse
        Effect
        and (B) the Pledgor will give the Buyer at least five (5) Business Days’
notice of the manner in which it intends to exercise, or the reasons for
        refraining from exercising, any such right which is reasonably likely to
        have a
        Material Adverse Effect;

      (ii) the
        Pledgor may receive and retain any and all dividends, interest or other
        distributions paid in respect of the Collateral to the extent permitted by
        the
        Securities Purchase Agreement; provided,
        however,
        that
        any and all (A) dividends and interest paid or payable other than in cash
        in
        respect of, and instruments and other property received, receivable or otherwise
        distributed in respect of or in exchange for, any Collateral, (B) dividends
        and
        other distributions paid or payable in cash in respect of any Collateral
        in
        connection with a partial or total liquidation or dissolution or in connection
        with a reduction of capital, capital surplus or paid-in surplus, and (C)
        cash
        paid, payable or otherwise distributed in redemption of, or in exchange for,
        any
        Collateral, together with any dividend, distribution, interest or other payment
        which at the time of such dividend, distribution, interest or other payment
        was
        not permitted by the Securities Purchase Agreement, shall be, and shall
        forthwith be delivered to the Buyer to hold as, Collateral and shall, if
        received by the Pledgor, be received in trust for the benefit of the Buyer,
        shall be segregated from the other property or funds of the Pledgor, and
        shall
        be forthwith delivered to the Buyer in the exact form received with any
        necessary indorsement and/or appropriate stock powers duly executed in blank,
        to
        be held by the Buyer as Collateral and as further collateral security for
        the
        Obligations; and

       

      
        
          
          

        

        
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      (iii) the
        Buyer
        will execute and deliver (or cause to be executed and delivered) to the Pledgor
        all such proxies and other instruments as the Pledgor may reasonably request
        for
        the purpose of enabling the Pledgor to exercise the voting and other rights
        which it is entitled to exercise pursuant to paragraph (i) of this Section
        7(a)
        and to
        receive the dividends, distributions, interest and other payments which it
        is
        authorized to receive and retain pursuant to paragraph (ii) of this Section
        7(a),
        in each
        case, to the extent that the Buyer has possession of such
        Collateral.

       

      (b) Upon
        the
        occurrence and during the continuance of an Event of Default:

       

      (i) all
        rights of the Pledgor to exercise the voting and other consensual rights
        which
        it would otherwise be entitled to exercise pursuant to paragraph (i) of
        subsection (a) of this Section
        7,
        and to
        receive the dividends, distributions, interest and other payments which it
        would
        otherwise be authorized to receive and retain pursuant to paragraph (ii) of
        subsection (a) of this Section 7,
        shall
        cease, and all such rights shall thereupon become vested in the Buyer which
        shall thereupon have the sole right to exercise such voting and other consensual
        rights and to receive and hold as Collateral such dividends, distributions,
        interest and other payments;

       

      (ii) without
        limiting the generality of the foregoing, the Buyer may at its option exercise
        any and all rights of conversion, exchange, subscription or any other rights,
        privileges or options pertaining to any of the Collateral as if it were the
        absolute owner thereof, including, without limitation, the right to exchange,
        in
        its discretion, any and all of the Collateral upon the merger, consolidation,
        reorganization, recapitalization or other adjustment of any issuer of the
        Collateral or upon the exercise by any issuer of the Collateral of any right,
        privilege or option pertaining to any Collateral, and, in connection therewith,
        to deposit and deliver any and all of the Collateral with any committee,
        depository, registrar or other designated agent upon such terms and conditions
        as it may determine; and 

       

      (iii) all
        dividends, distributions, interest and other payments which are received
        by the
        Pledgor contrary to the provisions of paragraph (i) of this Section
        7(b)
        shall be
        received in trust for the benefit of the Buyer, shall be segregated from
        other
        funds of the Pledgor, and shall be forthwith paid over to the Buyer as
        Collateral in the exact form received with any necessary indorsement and/or
        appropriate stock powers duly executed in blank, to be held by the Buyer
        as
        Collateral and as further collateral security for the Obligations.

       

      
        
          
          

        

        
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      SECTION
        8. Additional
        Provisions Concerning the Collateral.

       

      (a) The
        Pledgor hereby (i) authorizes the Buyer to file one or more financing or
        continuation statements, and amendments thereto, relating to the Collateral,
        without the signature of the Pledgor where permitted by law, (ii) ratifies
        such
        authorization to the extent that the Buyer has filed any such financing or
        continuation statements, or amendments thereto, without the signature of
        the
        Pledgor prior to the date hereof and (iii) authorizes the Buyer to execute
        any
        agreements, instruments or other documents in the Pledgor’s name and to file
        such agreements, instruments or other documents that are related to the security
        interest and Lien of the Buyer in the Collateral or as provided under Article
        8
        or Article 9 of the UCC in any appropriate filing office. 

       

      (b) The
        Pledgor hereby irrevocably appoints the Buyer as its attorney-in-fact and
        proxy,
        with full authority in the place and stead and in its name or otherwise,
        from
        time to time in the Buyer’s discretion to take any action and to execute any
        instrument which the Buyer may deem necessary or advisable to accomplish
        the
        purposes of this Agreement (subject to the rights of the Pledgor under
Section
        7(a)
        hereof),
        including, without limitation, to receive, indorse and collect all instruments
        made payable to the Pledgor representing any dividend, interest payment or
        other
        distribution in respect of any Collateral and to give full discharge for
        the
        same. This power is coupled with an interest and is irrevocable until the
        termination of this Agreement in accordance with Section 13(e)
        hereof.

       

      (c) If
        the
        Pledgor fails to perform any agreement or obligation contained herein, the
        Buyer
        itself may perform, or cause performance of, such agreement or obligation,
        and
        the expenses of the Buyer incurred in connection therewith shall be payable
        by
        the Pledgor pursuant to Section
        10
        hereof
        and shall be secured by the Collateral.

       

      (d) Other
        than the exercise of reasonable care to assure the safe custody of the
        Collateral while held hereunder, the Buyer shall have no duty or liability
        to
        preserve rights pertaining thereto and shall be relieved of all responsibility
        for the Collateral upon surrendering it or tendering surrender of it to the
        Pledgor. The Buyer shall be deemed to have exercised reasonable care in the
        custody and preservation of the Collateral in its possession if the Collateral
        is accorded treatment substantially equal to that which the Buyer accords
        its
        own property, it being understood that the Buyer shall not have responsibility
        for (i) ascertaining or taking action with respect to calls, conversions,
        exchanges, maturities, tenders or other matters relating to any Collateral,
        whether or not the Buyer has or is deemed to have knowledge of such matters,
        or
        (ii) taking any necessary steps to preserve rights against any parties with
        respect to any Collateral.

       

      (e) The
        powers conferred on the Buyer hereunder are solely to protect its interest
        in
        the Collateral and shall not impose any duty upon it to exercise any such
        powers. Except for the safe custody of any Collateral in its possession and
        the
        accounting for monies actually received by it hereunder, the Buyer shall
        have no
        duty as to any Collateral or as to the taking of any necessary steps to preserve
        rights against prior parties or any other rights pertaining to any
        Collateral.

       

      
        
          
          

        

        
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      (f) Upon
        the
        occurrence and during the continuation of any Default or Event of Default,
        the
        Buyer may at any time in its discretion (i) without notice to the Pledgor,
        transfer or register in the name of the Buyer or any of its nominees any
        or all
        of the Collateral, subject only to the revocable rights of the Pledgor under
        Section
        7(a)
        hereof,
        and (ii) exchange certificates or instruments constituting Collateral for
        certificates or instruments of smaller or larger denominations. 

       

      SECTION
        9. Remedies
        Upon Default. If any Event of Default shall have occurred and be
        continuing:

       

      (a) The
        Buyer
        may exercise in respect of the Collateral, in addition to other rights and
        remedies provided for herein or otherwise available to it, all of the rights
        and
        remedies of a secured party on default under the Code then in effect in the
        State of New York; and without limiting the generality of the foregoing and
        without notice except as specified below, sell the Collateral or any part
        thereof in one or more parcels at public or private sale, at any exchange
        or
        broker’s board or elsewhere, at such price or prices and on such other terms as
        the Buyer may deem commercially reasonable. The Pledgor agrees that, to the
        extent notice of sale shall be required by law, at least ten (10) days’ notice
        to the Pledgor of the time and place of any public sale or the time after
        which
        any private sale is to be made shall constitute reasonable notification.
        The
        Buyer shall not be obligated to make any sale of Collateral regardless of
        notice
        of sale having been given. The Buyer may adjourn any public or private sale
        from
        time to time by announcement at the time and place fixed therefor, and such
        sale
        may, without further notice, be made at the time and place to which it was
        so
        adjourned.

       

      (b) The
        Pledgor recognizes that it may be impracticable to effect a public sale of
        all
        or any part of the Pledged Shares or any other securities constituting
        Collateral and that the Buyer may, therefore, determine to make one or more
        private sales of any such securities to a restricted group of purchasers
        who
        will be obligated to agree, among other things, to acquire such securities
        for
        its own account, for investment and not with a view to the distribution or
        resale thereof. The Pledgor acknowledges that any such private sale may be
        at
        prices and on terms less favorable to the seller than the prices and other
        terms
        which might have been obtained at a public sale and, notwithstanding the
        foregoing, agrees that such private sales shall be deemed to have been made
        in a
        commercially reasonable manner and that the Buyer shall have no obligation
        to
        delay sale of any such securities for the period of time necessary to permit
        the
        issuer of such securities to register such securities for public sale under
        the
        Securities Act of 1933, as amended (the “Securities
        Act”).
        The
        Pledgor further acknowledges and agrees that any offer to sell such securities
        which has been (i) publicly advertised on a bona fide basis in a newspaper
        or
        other publication of general circulation in the financial community of New
        York,
        New York (to the extent that such an offer may be so advertised without prior
        registration under the Securities Act) or (ii) made privately in the manner
        described above to not less than fifteen (15) bona fide
        offerees
        shall be deemed to involve a “public disposition” for the purposes of Section
        9-610 of the Code (or any successor or similar, applicable statutory provision)
        as then in effect in the State of New York, notwithstanding that such sale
        may
        not constitute a “public offering” under the Securities Act, and that the Buyer
        may, in such event, bid for the purchase of such securities.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (c) Any
        cash
        held by the Buyer as Collateral and all cash proceeds received by the Buyer
        in
        respect of any sale of, collection from, or other realization upon, all or
        any
        part of the Collateral may, in the discretion of the Buyer, be held by the
        Buyer
        as collateral for, and/or then or at any time thereafter applied (after payment
        of any amounts payable to the Buyer pursuant to Section
        10
        hereof)
        in whole or in part by the Buyer against, all or any part of the Obligations
        in
        such order as the Buyer shall elect consistent with the provisions of the
        Securities Purchase Agreement. 

      


      (d) In
        the
        event that the proceeds of any such sale, collection or realization are
        insufficient to pay all amounts to which the Buyer is legally entitled, the
        Pledgor shall be jointly and severally liable for the deficiency, together
        with
        interest thereon at the highest rate specified in the Securities Purchase
        Agreement for interest on overdue principal thereof or such other rate as
        shall
        be fixed by applicable law, together with the costs of collection and the
        reasonable fees, costs and expenses of any attorneys employed by the Buyer
        to
        collect such deficiency.

       

      SECTION
        10. Indemnity
        and Expenses.

       

      (a) The
        Pledgor, hereby agrees to indemnify and hold the Buyer (and all of its officers,
        directors, employees, attorneys, consultants) harmless from and against any
        and
        all claims, damages, losses, liabilities, obligations, penalties, fees, costs
        and expenses (including, without limitation, reasonable legal fees and
        disbursements of counsel) to the extent that they arise out of or otherwise
        result from this Agreement (including, without limitation, enforcement of
        this
        Agreement), except claims, losses or liabilities arising or resulting directly
        from such Person’s gross negligence or willful misconduct as determined by a
        court of competent jurisdiction.

       

      (b) The
        Pledgor shall be obligated for, and will upon demand pay to the Buyer the
        reasonable amount of any and all out-of-pocket costs and expenses, including
        the
        reasonable fees and disbursements of the Buyer’s counsel and of any experts
        which the Buyer may incur in connection with (i) the preparation, negotiation,
        execution, delivery, recordation, administration, amendment, waiver or other
        modification or termination of this Agreement, (ii) the custody, preservation,
        use or operation of, or the sale of, collection from, or other realization
        upon,
        any Collateral, (iii) the exercise or enforcement of any of the rights of
        the
        Buyer hereunder, or (iv) the failure by the Pledgor to perform or observe
        any of
        the provisions hereof.

       

      SECTION
        11. Notices,
        Etc. All notices and other communications provided for hereunder shall be
        in
        writing and shall be mailed (by certified mail, postage prepaid and return
        receipt requested), sent by Federal Express or other recognized courier service
        (return receipt requested), telecopied or delivered, if to the Pledgor, to
        it at
        the address specified for the Pledgor in the Securities Purchase Agreement
        or if
        to the Buyer, to it at the address specified in the Securities Purchase
        Agreement; or as to either such Person at such other address as shall be
        designated by such Person in a written notice to such other Person complying
        as
        to delivery with the terms of this Section 11. All such notices and other
        communications shall be effective (i) if sent by certified mail, postage
        prepaid, return receipt requested, when received or three (3) Business Days
        after mailing, whichever first occurs, (ii) if telecopied, when transmitted
        and
        confirmation is received, provided same is on a Business Day and, if not,
        on the next Business Day or (iii) if delivered or sent by Federal Express
        or
        other recognized courier service (return receipt requested), upon delivery,
        provided same is on a Business Day and, if not, on the next Business Day.
        

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      SECTION
        12. Security
        Interest Absolute. All rights of the Buyer, all Liens and all obligations of
        the Pledgor hereunder shall be absolute and unconditional irrespective of:
        (i)
        any lack of validity or enforceability of the Securities Purchase Agreement
        or
        any other agreement or instrument relating thereto, (ii) any change in the
        time,
        manner or place of payment of, or in any other term in respect of, all or
        any of
        the Obligations, or any other amendment or waiver of or consent to any departure
        from the Securities Purchase Agreement or any other Transaction Document,
        (iii)
        any exchange or release of, or non-perfection of any Lien on any Collateral,
        or
        any release or amendment or waiver of or consent to departure from any guaranty,
        for all or any of the Obligations, or (iv) any other circumstance which might
        otherwise constitute a defense available to, or a discharge of, the Pledgor
        in
        respect of the Obligations (other than the payment in full of the Obligations).
        All authorizations and agencies contained herein with respect to any of the
        Collateral are irrevocable and powers coupled with an interest.

       

      SECTION
        13. Miscellaneous.

       

      (a) No
        amendment of any provision of this Agreement shall be effective unless it
        is in
        writing and signed by the Pledgor and the Buyer, and no waiver of any provision
        of this Agreement, and no consent to any departure by the Pledgor therefrom,
        shall be effective unless it is in writing and signed by the Buyer, and then
        such waiver or consent shall be effective only in the specific instance and
        for
        the specific purpose for which given.

       

      (b) No
        failure on the part of the Buyer to exercise, and no delay in exercising,
        any
        right hereunder or under any other Transaction Document shall operate as
        a
        waiver thereof; nor shall any single or partial exercise of any such right
        preclude any other or further exercise thereof or the exercise of any other
        right. The rights and remedies of the Buyer provided herein and in the other
        Transaction Documents are cumulative and are in addition to, and not exclusive
        of, any rights or remedies provided by law. The rights of the Buyer under
        any
        Transaction Document against any party thereto are not conditional or contingent
        on any attempt by the Buyer to exercise any of its rights under any other
        Transaction Document against such party or against any other
        Person.

       

      (c) Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining portions
        hereof or affecting the validity or enforceability of such provision in any
        other jurisdiction. 

       

      (d) This
        Agreement shall create a continuing security interest in and Lien on the
        Collateral and shall (i) remain in full force and effect until the termination
        of this Agreement in accordance with Section 13 (e) hereof and (ii) be
        binding on the Pledgor and their respective successors and assigns and shall
        inure, together with all rights and remedies of the Buyer, to the benefit
        of the
        Buyer and its successors, transferees and assigns. Without limiting the
        generality of clause (ii) of the immediately preceding sentence, the Buyer
        may
        assign or otherwise transfer its rights and obligations under this Agreement
        and
        any other Transaction Document to any other Person pursuant to the terms
        of the
        Securities Purchase Agreement, and such other Person shall thereupon become
        vested with all of the benefits in respect thereof granted to the Buyer herein
        or otherwise. Upon any such assignment or transfer, all references in this
        Agreement to the Buyer shall mean the assignee of the Buyer. None of the
        rights
        or obligations of the Pledgor hereunder may be assigned or otherwise transferred
        without the prior written consent of the Buyer, and any such assignment or
        transfer shall be null and void.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (e) Notwithstanding
        anything to the contrary in this Agreement, (i) this Agreement (along with
        all
        powers of attorney granted hereunder) and the security interests and Lien
        created hereby shall terminate and all rights to the Collateral shall revert
        to
        the Pledgor upon the repayment in full and /or complete conversion to equity
        securities of the Pledgor of all indebtedness obligations owed by the Pledgor
        to
        the Buyer under the Notes (including, without limitation, all principal,
        interest and fees related to the Notes), and (ii) the Buyer will, upon the
        Pledgor’s request and at the Pledgor’s expense, (A) return to the Pledgor such
        of the Collateral (to the extent delivered to the Buyer) as shall not have
        been
        sold or otherwise disposed of or applied pursuant to the terms hereof, and
        (B)
        execute and deliver to the Pledgor, without recourse, representation or
        warranty, such documents as the Pledgor shall reasonably request to evidence
        such termination.

       

      (f) The
        internal laws, and not the laws of conflicts, of New York shall govern the
        enforceability and validity of this agreement, the construction of its terms
        and
        the interpretation of the rights and duties of the parties, except as required
        by mandatory provisions of law and except to the extent that the validity
        and
        perfection or the perfection and the effect of perfection or non-perfection
        of
        the security interest and Lien created hereby, or remedies hereunder, in
        respect
        of any particular Collateral are governed by the law of a jurisdiction other
        than the State of Delaware.

       

      (g) Each
        party to this agreement hereby irrevocably and unconditionally submits, for
        itself and its property, to the exclusive jurisdiction of the united states
        district court for the southern district of New York sitting in Manhattan
        or the
        commercial division, civil branch of the supreme court of the State of Yew
        York
        sitting in New York county in connection with any suit, action or proceeding
        directly or indirectly arising out of, under or in connection with the
        Transaction Documents or the transactions contemplated thereby. No party
        to this
        agreement may move to (i) transfer any such suit, action or proceeding brought
        in such New York court or federal court to another jurisdiction, (ii)
        consolidate any such suit, action or proceeding brought in such New York
        court
        or federal court with a suit, action or proceeding in another jurisdiction
        or
        (iii) dismiss any such suit, action or proceeding brought in such New York
        court
        or federal court for the purpose of bringing the same in another jurisdiction.
        Each party to this agreement agrees that a final judgment in any such suit,
        action or proceeding shall be conclusive and may be enforced in any other
        jurisdiction by suit on the judgment or in any other manner provided by law.
        Each party to this agreement hereby irrevocably and unconditionally waives,
        to
        the fullest extent it may legally and effectively do so, any objection which
        it
        may now or hereafter have to the laying of venue of any suit, action or
        proceeding arising out of or relating to the transaction documents or the
        shares
        in any New York court sitting in the county of New York or any federal court
        sitting in the southern district of New York. Each party to this agreement
        hereby consents to the service of process in any such suit, action or proceeding
        by notice in the manner specified in Section
        11.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      (h) The
        Pledgor irrevocably consents to the service of process of any of the aforesaid
        courts in any such action, suit or proceeding by the mailing of copies thereof
        by registered or certified mail (or any substantially similar form of mail),
        postage prepaid, to the Pledgor at its address provided herein, such service
        to
        become effective when received or 10 days after such mailing, whichever first
        occurs.

      


      (i) Nothing
        contained herein shall affect the right of the Buyer to serve process in
        any
        other manner permitted by law or commence legal proceedings or otherwise
        proceed
        against the Pledgor or
        any
        property of the Pledgor in
        any
        other jurisdiction.

      


      (j) The
        Pledgor irrevocably and unconditionally waives any right it may have to claim
        or
        recover in any legal action, suit or proceeding referred to in this Section
        any
        special, exemplary, punitive or consequential damages.

       

      (k) EACH
        PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW,
        ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR
        PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
        WITH
        THIS AGREEMENT OR OTHER TRANSACTION DOCUMENTS.

      


      (l) The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof. The language used in this Agreement will be deemed to be the language
        chosen by the parties to express their mutual intent, and no rules of strict
        construction will be applied against any party.

       

      (m) This
        Agreement may be executed in any number of counterparts and by different
        parties
        hereto in separate counterparts, each of which shall be deemed to be an
        original, but all of which taken together shall constitute one and the same
        agreement.

      


      [Signature
        Page Follows]

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      In
        Witness Whereof,
        the
        Pledgor has caused this Agreement to be executed and delivered by its officer
        thereunto duly authorized, as of the date first above written.

       

      GREEN
        SCREEN INTERACTIVE SOFTWARE, INC.

      


      


      By:
        /s/
        Ron Chaimowitz

      Name:
        Ron
        Chaimowitz

      Title:
        Chief Executive Officer

      Address:
        575 Broadway, New York, New York 10012

       

      


      


      


      ACCEPTED
        BY:

      


      DRIFTWOOD
        VENTURES, INC.

      


      By:
        /s/
        Charles Bentz

      Name:
        Charles
        Bentz

      Title:
        Chief
        Financial Officer

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        I

       

      TO

       

      PLEDGE
        AGREEMENT

      


      


      PLEDGE
        AMENDMENT

       

      This
        Pledge Amendment, dated July ●, 2008, is delivered pursuant to Section
        4
        of the
        Pledge Agreement referred to below. The undersigned hereby agrees that this
        Pledge Amendment may be attached to the Pledge Agreement, dated as of July
        7,
        2008, made by [Pledgor] in favor of Driftwood Ventures, Inc., (the "Collateral
        Agent") as it may heretofore have been or hereafter may be amended or otherwise
        modified or supplemented from time to time and that the promissory notes
        [and/or] shares or other equity interests listed on this Pledge Amendment
        shall
        be hereby pledged and assigned to the Collateral Agent and become part of
        the
        Collateral referred to in such Pledge Agreement and shall secure all of the
        obligations referred to in such Pledge Agreement.

       

      
        	 	
                 Pledged
                  Shares

              	 	 
	
                Pledgor

              	
                Name
                  of Issuer

              	
                Number
                  of Shares or Other
                  Equity Interests

              	
                Class

              	
                Certificate
                  No(s)

              
	 	 	 	 	 


      

       

      
        	 	 	 
	 	[PLEDGOR]
	 
 	 
 	 
 
	 	By:  	 
	 	
                Name:

                Title: