Exhibit 10.12


 


EXECUTION VERSION


PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT (this
 “Agreement”) is made as of November 1, 2019, by and among each of the parties signatory hereto as a “Pledgor”
(individually and/or collectively, as the context may require, “Pledgor(s)”), and NR 1, LLC, a Delaware limited liability
company, as representative (in such capacity, together with its successors and assigns, “Noteholder Representative”)
for itself and the other Purchasers (as defined herein).


 


RECITALS


 


A.               
The term “Borrowers”, as used herein, shall mean, collectively, all of the “Borrowers” under the
Note Purchase Agreement (as defined herein) and such other borrowers that may become Borrowers under the Note Purchase Agreement; the
term “Borrower”, as used herein, shall mean individually each entity that is one of the Borrowers; and the term “Company”
as used herein shall mean each of the parties signatory hereto as a “Company”, each of which is a Subsidiary of such Pledgor.


 


B.                
Pursuant to that certain Secured Note Purchase Agreement dated as of even date herewith among Borrowers, the initial purchasers
and the noteholders from time to time party thereto (collectively, the “Purchasers”), Noteholder Representative, and
the other parties signatory thereto (as the same may be amended, supplemented, modified, increased, renewed or restated from time to time,
the “Note Purchase Agreement”), Noteholder Representative and Purchasers have agreed to make available to Borrowers
a term loan facility. Borrowers have executed and delivered one or more promissory notes evidencing the indebtedness incurred by Borrowers
under the Note Purchase Agreement (as the same may be amended, modified, increased, renewed or restated from time to time, and together
with all renewal notes issued in respect thereof, collectively the “Notes”). The terms and provisions of the Note Purchase
Agreement and Notes are hereby incorporated by reference in this Agreement. Capitalized terms, unless otherwise defined herein, shall
have the meanings assigned to them in the Note Purchase Agreement.


 


C.                
In connection with Noteholder Representative and the Purchasers entering into the Note Purchase Agreement and agreeing to make
the credit accommodations thereunder and as security for the complete payment and performance of all of the Obligations, Noteholder Representative
is requiring that each Pledgor shall have executed and delivered this Agreement.


 


D.               
Each Pledgor that is not a Borrower is a member of, shareholder of, or other equity owner, as applicable, or a Subsidiary of a
Borrower, and, as such, will continue to derive substantial benefit by reason of Purchasers purchasing the Notes.


 


AGREEMENT


 


NOW, THEREFORE, to
induce Noteholder Representative and the Purchasers to enter into the Agreement and to purchase the Notes, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and Noteholder Representative hereby incorporate
by this reference the foregoing Recitals and hereby covenant and agree as follows:


 






     


     


    

 





1.       Grant
of Assignment and Security Interest. As security for the performance and prompt payment in full in cash of all Obligations, and as
further security for the payment and performance by each Pledgor of its obligations under this Agreement, each Pledgor hereby pledges
and grants to Noteholder Representative, for its benefit and for the benefit of the Purchasers, a first priority continuing lien upon,
and security interest in, all of the following now owned and hereafter acquired property in which such Pledgor has rights (whether now
existing or hereafter created or arising, collectively, the “Collateral”):


 


(a)              
all of the stock, shares, membership interests, partnership interests and other equity ownership interests in such Company now
or hereafter held by such Pledgor (collectively, the “Ownership Interests”) and all of such Pledgor’s rights
to participate in the management of Company, all rights, privileges, authority and powers of such Pledgor as owner or holder of its Ownership
Interests in such Company, including, but not limited to, all contract rights, general intangibles, accounts and payment intangibles related
thereto, all rights, privileges, authority and powers relating to the economic interests of such Pledgor as owner or holder or its Ownership
Interests in such Company, including, without limitation, all investment property, contract rights, general intangibles, accounts and
payment intangibles related thereto, all options and warrants of such Pledgor for the purchase of any Ownership Interest in such Company,
all documents and certificates representing or evidencing such Pledgor’s Ownership Interests in such Company, all of such Pledgor’s
right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by such Pledgor
to such Company, and any other right, title, interest, privilege, authority and power of such Pledgor in or relating to such Company,
all whether existing or hereafter arising, and whether arising under any operating agreement, shareholders’ agreement, partnership
agreement or other agreement, or any bylaws, certificate of formation, articles of organization or other organization or governing documents
of such Company (as the same may be amended, modified or restated from time to time) or otherwise, or at law or in equity and all books
and records of such Pledgor pertaining to any of the foregoing and all options, warrants, distributions, investment property, cash, instruments
and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all
of such Ownership Interests, and such Pledgor shall promptly thereafter deliver to Noteholder Representative a certificate duly executed
by such Pledgor describing such percentage interests, options or warrants and certifying that the same have been duly pledged hereunder;


 


(b)              
all rights to receive cash distributions, profits, losses and capital distributions (including, but not limited to, distributions
in kind and liquidating dividends and distributions) and any other rights and property interests related to the Ownership Interests;


 


(c)              
all other securities, instruments or property (including cash) paid or distributed in respect of or in exchange for the Ownership
Interests, whether or not as part of or by way of spin-off, merger, consolidation, dissolution, reclassification, combination or exchange
of stock (or other Ownership Interests), asset sales, or similar rearrangement or reorganization or otherwise; and


 


(d)              
all proceeds (both cash and non-cash) of the foregoing, whether now or hereafter arising with respect to the foregoing.


 






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2.                 
 Registration of Pledge in Books of Company; Application of Proceeds. Each Pledgor hereby authorizes and directs such Company
to register such Pledgor’s pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers, of the Collateral
on the books of such Company and, following written notice to do so by Noteholder Representative after the occurrence and during the continuance
of an Event of Default (as hereinafter defined) under this Agreement, to make direct payment to Noteholder Representative of any amounts
due or to become due to such Pledgor with respect to the Collateral. Any moneys received by Noteholder Representative shall be applied
to the Obligations in such order and manner of application as Noteholder Representative shall select in its Permitted Discretion, subject
to and in accordance with the Note Purchase Agreement.


 


3.                 
Rights of Pledgors in the Collateral. Until any Event of Default occurs under this Agreement, each Pledgor shall be entitled
to exercise all voting rights and to receive all dividends and other distributions that may be paid on any Collateral and that are not
otherwise prohibited by the Loan Documents. Any cash dividend or distribution payable in respect of the Collateral that is made in violation
of this Agreement or the Loan Documents shall be received by such Pledgor in trust for Noteholder Representative, for its benefit and
the benefit of the Purchasers, shall be paid immediately to Noteholder Representative and shall be retained by Noteholder Representative
as part of the Collateral. Upon the occurrence an Event of Default, such Pledgor shall, at the written direction of Noteholder Representative,
immediately send a written notice to such Company instructing such Company, and shall cause such Company, to remit all cash and other
distributions payable with respect to the Ownership Interests (until such time as Noteholder Representative notifies such Pledgor that
such Event of Default has ceased to exist) directly to Noteholder Representative. Nothing contained in this paragraph shall be deemed
to permit the payment of any sum or the making of any distribution which is prohibited by any of the Loan Documents, if any.


 


4.                 
Representations and Warranties of Pledgor. Each Pledgor hereby warrants to Noteholder Representative as follows:


 


(a)            
Schedule I and Schedule II are true, correct and complete in all material respects;


 


(b)             Other
than as set forth on Schedule I, all of the pledged Ownership Interests of Pledgors (the “Pledged Interests”)
are uncertificated;


 


(c)           
The Pledged Interests constitute at least the percentage of all the issued and outstanding Ownership Interests of such Company
as set forth on Schedule I;


 


(d)           
The Pledged Interests listed on Schedule I are the only Ownership Interests of such Company in which such Pledgor has any
rights;


 


(e)              
Such Pledgor has good and valid title to the Collateral. Such Pledgor is the sole owner of all of the Collateral, free and clear
of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than (1) the security
interests, assignments and liens granted under this Agreement and (2) Permitted Liens;


 






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(f)               Such Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral,
other than the Permitted Liens;


 


(g)             Other
than a requirement of consent contained in the operating agreements governing the Ownership Interests (which such consent has been obtained),
such Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution
and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained
in this Agreement;


 


(h)              No
action has been brought or threatened that might prohibit or interfere with the execution and delivery of this Agreement or the performance
or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement;


 


(i)                Such
Pledgor has the requisite corporate, limited partnership, or limited liability company power and authority, as applicable, to execute
and deliver this Agreement, and the execution and delivery of this Agreement does not conflict with any agreement to which such Pledgor
is a party or any law, order, ordinance, rule, or regulation to which such Pledgor is subject or by which it is bound and does not constitute
a default under any agreement or instrument binding upon such Pledgor;


 


(j)                This
Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of such Pledgor and is fully
enforceable against such Pledgor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent
transfer and other laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether considered
in a proceeding at law or in equity.


 


5.             Covenants
of Pledgor. Each Pledgor hereby covenants and agrees as follows:


 


(a)              To
do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral, and to
defend, at its sole expense, the title to the Collateral and any part of the Collateral;


 


(b)              To
cooperate fully with Noteholder Representative’s efforts to preserve the Collateral and to take such actions to preserve the Collateral
as Noteholder Representative may in good faith direct;


 


(c)              To
cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and
transactions in relation to the Collateral and which reflect the lien of Noteholder Representative on the Collateral;


 


(d)              In
the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may
be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and upon delivery of any such
certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the form of Schedule
III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, pursuant to which such Pledgor assigns,
in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be
held by Noteholder Representative as part of the Collateral;


 






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(e)              
 To take such steps as Noteholder Representative may from time to time reasonably request to perfect Noteholder Representative’s
security interest in the Ownership Interests under applicable law;


 


(f)               
Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or
otherwise dispose of the Collateral or any part of the Collateral to the extent prohibited by the Loan Documents;


 


(g)              
After the occurrence and during the continuance of an Event of Default, not to receive any dividend or distribution or other benefit
with respect to such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of the Noteholder
Representative;


 


(h)              
Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than
Permitted Encumbrances and liens in favor of Noteholder Representative, for its benefit and the benefit of the Purchasers, or as permitted
by the Loan Documents;


 


(i)                
That such Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Noteholder
Representative, for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are
not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by
Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional
Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers,
all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership
Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative,
for its benefit and the benefit of the Purchasers, subject to Permitted Encumbrances;


 


(j)                
That such Pledgor consents to the admission of Noteholder Representative (and its assigns or designee) as a member, partner or
stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and
after the occurrence and continuation of an Event of Default;


 


(k)              
Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take
any action to cause any equity interest of the Collateral to be or become a “security” within the meaning of, or to be governed
by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any state having jurisdiction (the
 “UCC”), and shall not cause such Company to “opt in” or to take any other action seeking to establish any
equity interest of the Collateral as a “security” or to become certificated; and


 






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(l)                
The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral regulated under State Cannabis Laws is
pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or not prohibited)
by the State Cannabis Laws. In the event that State Cannabis Laws prohibit, limit or restrict any such pledge, assignment or grant of
a security interest in the Collateral, or if Regulatory Approval is required for a security interest in such Collateral to be valid,
effective or enforceable, then each Pledgor shall appear, do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such applications, certificates, instruments and documents, and in all cases shall cooperate
fully with and assist Noteholder Representative in any process, as the Regulatory Authority or applicable State Cannabis Laws may require
in order to obtain Regulatory Approval of the security interests in favor of the Noteholder Representative in any such Collateral. Whether
or not State Cannabis Laws prohibit, permit or regulate the pledge, assignment or grant of a security interest in any such Collateral
otherwise subject to such State Cannabis Laws, if the Noteholder Representative determines (in its sole discretion) that the applicable
state Regulatory Authority may grant approval, authorization or consent of the Noteholder Representative’s security interest the
Collateral prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors
that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting
Pledgor Parties”) to Noteholder Representative, shall, upon request by Noteholder Representative, use their best, diligent,
good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to as promptly as possible after
closing, obtain Regulatory Approval for the security interests of the Noteholder Representative in the Collateral. If applicable State
Cannabis Laws do prohibit or otherwise regulate the pledge, assignment or grant of a security interest in the Collateral, and if the
Noteholder Representative determines (in its sole discretion) that the applicable state Regulatory Authority will not grant approval,
authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of
such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request
of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from
Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and
deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative
in any process, in order to obtain Regulatory Approval for the transfer, conveyance and assignment of the Collateral to the Noteholder
Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible,
to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to
and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court
of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties
hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such
an injunction or other equitable relief. The existence of this right will not preclude any such person from pursuing any other rights
and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, title or interest in the Collateral
hereby covenants and agrees that it will not, and will not permit any Pledgor to, create, incur, assume or suffer to exist any Lien or
encumbrance whatsoever upon any of the Collateral, whether now owned or hereafter acquired, other than the Liens in favor of the Noteholder
Representative.


 






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6.           Rights
of Noteholder Representative. Noteholder Representative may from time to time and at its option (a) require such Pledgor to, and
such Pledgor shall, periodically deliver to Noteholder Representative records and schedules, which show the status of the Collateral
and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies
of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral or any other persons
of Noteholder Representative’s interest in the Collateral. Such Pledgor agrees that Noteholder Representative may at any time take
such steps as Noteholder Representative deems reasonably necessary to protect Noteholder Representative’s interest in and to preserve
the Collateral. Such Pledgor hereby consents and agrees that Noteholder Representative may at any time or from time to time pursuant
to the Note Purchase Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations,
(b) supplement, amend, restate, supersede, or replace the Note Purchase Agreement or any other Loan Documents, (c) renew, extend, modify,
increase or decrease loans and extensions of credit under the Note Purchase Agreement, (d) modify the terms and conditions under which
loans and extensions of credit may be made under the Note Purchase Agreement, (e) settle, compromise or grant releases for any Obligations
and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise
any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source
by Noteholder Representative at any time against the Obligations in any order as Noteholder Representative may determine pursuant to
the terms of the Note Purchase Agreement; all of the foregoing in such manner and upon such terms as Noteholder Representative may determine
and without notice to or further consent from such Pledgor and without impairing or modifying the terms and conditions of this Agreement
which shall remain in full force and effect.


 


This Agreement shall remain
in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand
on such Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect
or omission on Noteholder Representative’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property
of such Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement
of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights
in any Collateral under the Note Purchase Agreement, (v) the existence or nonexistence of any defenses which may be available to such
Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership
proceeding or case filed by or against such Pledgor or any Borrower.


 


7.             Events
of Default. The occurrence of any one or more of the following events shall constitute an event of default (an “Event of
Default”) under this Agreement:


 


(a)              
the failure of such Pledgor to perform, observe, or comply with any of the provisions of this Agreement, where such failure shall
remain uncured for a period of thirty (30) days after the earlier of (x) the date on which such failure shall first become known to any
Responsible Officer of any Loan Party, or (y) the date of written notice from Noteholder Representative to such Pledgor;


 


(b)              
any representation, warranty or information made or given in this Agreement or in any report, statement, schedule, certificate,
opinion (including any opinion of counsel for such Pledgor), financial statement or other document furnished by such Pledgor in connection
with this Agreement shall prove to have been in any material respect false or misleading when made or given; or


 






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(c)              the
occurrence of an Event of Default (as defined in any of the Loan Documents).


 


8.            Rights
of Noteholder Representative Following Event of Default. Upon the occurrence and during the continuance of an Event of Default under
the Loan Documents (and in addition to all of its other rights, powers and remedies under the Loan Documents), Noteholder Representative
may, at its option, without notice to such Pledgor or any other party, subject to and in accordance with the Note Purchase Agreement,
do any one or more of the following, in accordance with, and subject to, the terms of the Loan Documents:


 


(a)              
Declare any unpaid balance of the Obligations to be immediately due and payable (the occurrence or nonoccurrence of an Event of
Default shall in no manner impair the ability of Noteholder Representative to demand payment of any portion of the Obligations that is
payable upon demand);


 


(b)              
Proceed to perform or discharge any and all of such Pledgor’s obligations, duties, responsibilities, or liabilities and exercise
any and all of its rights in connection with the Collateral for such period of time as Noteholder Representative may deem appropriate,
with or without the bringing of any legal action in or the appointment of any receiver by any court;


 


(c)              
Do all other acts which Noteholder Representative may deem necessary or proper to protect Noteholder Representative’s security
interest in the Collateral and carry out the terms of this Agreement;


 


(d)              
Exercise all voting and management rights of such Pledgor as to Company or otherwise pertaining to the Collateral, and such Pledgor,
forthwith upon the request of Noteholder Representative, shall use its best efforts to secure, and cooperate with the efforts of Noteholder
Representative to secure (if not already secured by Noteholder Representative), all the benefits of such voting and management rights.


 


(e)              
Sell the Collateral in any manner permitted by the UCC; and upon any such sale of the Collateral, Noteholder Representative may
(i) bid for and purchase the Collateral (to the extent permitted by law) and apply the expenses of such sale (including, without limitation,
attorneys’ fees) as a credit against the purchase price, or (ii) apply the proceeds of any sale or sales to other persons or entities,
in whatever order Noteholder Representative in its Permitted Discretion may decide, to the expenses of such sale (including, without limitation,
attorneys’ fees), to the Obligations, and the remainder, if any, shall be paid to such Pledgor or to such other person or entity
legally entitled to payment of such remainder; and


 


(f)               
Proceed by suit or suits in law or in equity or by any other appropriate proceeding or remedy to enforce the performance of any
term, covenant, condition, or agreement contained in this Agreement, and institution of such a suit or suits shall not abrogate the rights
of Noteholder Representative to pursue any other remedies granted in this Agreement or to pursue any other remedy available to Noteholder
Representative either at law or in equity.


 


Noteholder
Representative shall have all of the rights and remedies of a secured party under the UCC and other applicable laws. All costs and
expenses, including reasonable attorneys’ fees and expenses, incurred or paid by Noteholder Representative in exercising or
protecting any interest, right, power or remedy conferred by this Agreement, shall bear interest at a per annum rate of interest
equal to the then highest rate of interest charged on any of the Obligations from the date of payment until repaid in full and
shall, along with the interest thereon, constitute and become a part of the Obligations secured by this Agreement.


 






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Each Pledgor hereby constitutes
Noteholder Representative as the attorney-in-fact of such Pledgor during the continuance of an Event of Default under the Loan Documents
(including but not limited to this Agreement) to take such actions and execute such documents as Noteholder Representative may deem appropriate
in the exercise of the rights and powers granted to Noteholder Representative in this Agreement, including, but not limited to, filling-in
blanks in the Transfer Power to cause a transfer of the Ownership Interests and other Collateral pursuant to a sale of the Collateral.
The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the payment in full
of the Obligations. Subject to and in accordance with the Note Purchase Agreement, such Pledgor shall indemnify and hold Noteholder Representative
harmless for all losses, costs, damages, fees, and expenses suffered or incurred in connection with the exercise of this power of attorney
and shall release Noteholder Representative from any and all liability arising in connection with the exercise of this power of attorney.


 


9.                 
Performance by Noteholder Representative. If any Pledgor shall fail to perform, observe or comply with any of the conditions,
terms, or covenants contained in this Agreement or any of the other Loan Documents, Noteholder Representative, without notice to or demand
upon such Pledgor and without waiving or releasing any of the Obligations or any Event of Default, may (but shall be under no obligation
to) at any time thereafter perform such conditions, terms or covenants for the account and at the expense of such Pledgor, and may enter
upon the premises of such Pledgor for that purpose and take all such action on the premises as Noteholder Representative may consider
necessary or appropriate for such purpose. All sums paid or advanced by Noteholder Representative in connection with the foregoing and
all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the
foregoing, together with interest thereon at a per annum rate of interest equal to the then highest rate of interest charged on the principal
of any of the Obligations, from the date of payment until repaid in full, shall be paid by such Pledgor to Noteholder Representative on
demand and shall constitute and become a part of the Obligations secured by this Agreement.


 


10.             
Indemnification. Noteholder Representative shall not in any way be responsible for the performance or discharge of, and
Noteholder Representative does not hereby undertake to perform or discharge, any obligation, duty, responsibility, or liability of such
Pledgor in connection with the Collateral or otherwise. Subject to and in accordance with the Note Purchase Agreement, each Pledgor hereby
agrees to indemnify Noteholder Representative and hold Noteholder Representative harmless from and against all losses, liabilities, damages,
claims, or demands suffered or incurred by reason of this Agreement, including without limitation, incurred in connection with the exercise
of the power of attorney granted in Section 8 hereof, or by reason of any alleged responsibilities or undertakings on the part
of Noteholder Representative to perform or discharge any obligations, duties, responsibilities, or liabilities of such Pledgor in connection
with the Collateral or otherwise; provided, however, that the foregoing indemnity and agreement to hold harmless shall not apply
to losses, liabilities, damages, claims, or demands suffered or incurred by reason of Noteholder Representative’s own gross negligence
or willful misconduct. Noteholder Representative shall have no duty to collect any amounts due or to become due in connection with the
Collateral or enforce or preserve such Pledgor’s rights under this Agreement.


 






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11.             
Termination. Upon payment in full of the Obligations, and termination of any further obligation of Noteholder Representative
and the Purchasers to extend any credit to Borrower under the Loan Documents, this Agreement shall terminate and Noteholder Representative
shall promptly execute appropriate documents to evidence such termination.


 


12.             
Release. Without prejudice to any of Noteholder Representative’s rights under this Agreement, Noteholder Representative
may take or release other security for the payment or performance of the Obligations, may release any party primarily or secondarily liable
for the Obligations, and may apply any other security held by Noteholder Representative to the satisfaction of the Obligations.


 


13.             
Pledgor’s Liability Absolute. The liability of each Pledgor under this Agreement shall be direct and immediate and
not conditional or contingent upon the pursuit of any remedies against such Pledgor or any other person, nor against other securities
or liens available to Noteholder Representative or Noteholder Representative’s respective successors, assigns, or agents. Each Pledgor
waives any right to require that resort be had to any security or to any balance of any deposit account or credit on the books of Noteholder
Representative in favor of any other person.


 


14.             
Preservation of Collateral. Noteholder Representative shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral and in preserving rights under this Agreement if Noteholder Representative takes action for those purposes
as such Pledgor may reasonably request in writing, provided, however, that failure to comply with any such request shall not, in
and of itself, be deemed a failure to exercise reasonable care, and no failure by Noteholder Representative to preserve or protect any
rights with respect to the Collateral or to do any act with respect to the preservation of the Collateral not so requested by such Pledgor
shall be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral.


 


15.             
Private Sale. Each Pledgor recognizes that Noteholder Representative may be unable to effect a public sale of the Collateral
by reason of certain provisions contained in the federal Securities Act of 1933, as amended, and applicable state securities laws and,
under the circumstances then existing, may reasonably resort to a private sale to a restricted group of purchasers who will be obliged
to agree, among other things, to acquire the Collateral for their own account for investment and not with a view to the distribution or
resale of the Collateral. Each Pledgor agrees that a private sale so made may be at a price and on other terms less favorable to the seller
than if the Collateral were sold at public sale and that Noteholder Representative has no obligation to delay sale of the Collateral for
the period of time necessary to permit such Pledgor, even if such Pledgor would agree to register or qualify the Collateral for public
sale under the Securities Act of 1933, as amended, and applicable state securities laws. Each Pledgor agrees that a private sale made
under the foregoing circumstances and otherwise in a commercially reasonable manner shall be deemed to have been made in a commercially
reasonable manner under the UCC.


 






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16.           General.


 


(a)              
Final Agreement and Amendments. This Agreement, together with the other Loan Documents, constitutes the final and entire
agreement and understanding of the parties and any term, condition, covenant or agreement not contained herein or therein is not a part
of the agreement and understanding of the parties. Neither this Agreement, nor any term, condition, covenant or agreement hereof may be
changed, waived, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of the change,
waiver, discharge or termination is sought.


 


(b)              
Waiver. No party hereto shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver
is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any party hereto in exercising
any such right shall be deemed a waiver of its future exercise). No such waiver made in any instance involving the exercise of any such
right shall be deemed a waiver as to any other such instance, or any other such right. No single or partial exercise of any power or right
shall preclude other or further exercise of the power or right or the exercise of any other power or right. No course of dealing between
the parties hereto shall be construed as an amendment to this Agreement or a waiver of any provision of this Agreement. No notice to or
demand on Pledgor in any case shall thereby entitle Pledgor to any other or further notice or demand in the same, similar or other circumstances.


 


(c)              
Headings. The headings of the Sections, subsections, paragraphs and subparagraphs hereof are provided herein for and only
for convenience of reference, and shall not be considered in construing their contents.


 


(d)              
Construction. As used herein, all references made (i) in the neuter, masculine or feminine gender shall be deemed to have
been made in all such genders, (ii) in the singular or plural number shall be deemed to have been made, respectively, in the plural or
singular number as well, and (iii) to any Section, subsection, paragraph or subparagraph shall, unless therein expressly indicated to
the contrary, be deemed to have been made to such Section, subsection, paragraph or subparagraph of this Agreement. The Recitals are incorporated
herein as a substantive part of this Agreement and the parties hereto acknowledge that such Recitals are true and correct.


 


(e)              
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns hereunder. In the event of any assignment or transfer by Noteholder Representative
of any of such Pledgor’s obligations under the Loan Documents or the collateral therefor, Noteholder Representative thereafter shall
be fully discharged from any responsibility with respect to such collateral so assigned or transferred, but Noteholder Representative
shall retain all rights and powers given by this Agreement with respect to any of such Pledgor’s obligations under the Loan Documents
or collateral not so assigned or transferred. Such Pledgor shall have no right to assign or delegate its rights or obligations hereunder.


 


(f)               
Severability. If any term, provision, covenant or condition of this Agreement or the application of such term, provision,
covenant or condition to any party or circumstance shall be found by a court of competent jurisdiction to be, to any extent, invalid
or unenforceable, the remainder of this Agreement and the application of such term, provision, covenant, or condition to parties or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, provision, covenant or
condition shall be valid and enforced to the fullest extent permitted by law.


 


(g)              
Notices. All notices required or permitted hereunder shall be given and shall become effective as provided in Section
of the Note Purchase Agreement. All notices to a Pledgor shall be addressed in accordance with the information provided on the signature page hereto.


 


(h)              
Remedies Cumulative. Each right, power and remedy of Noteholder Representative as provided for in this Agreement, or in
any of the other Loan Documents or now or hereafter existing by law, shall be cumulative and concurrent and shall be in addition to every
other right, power or remedy provided for in this Agreement, or in any of the other Loan Documents now or hereafter existing by law, and
the exercise or beginning of the exercise by Noteholder Representative of any one or more of such rights, powers or remedies shall not
preclude the later exercise by Noteholder Representative of any other rights, powers or remedies.


 


(i)                
Time of the Essence; Survival. Time is of the essence of this Agreement and each and every term, covenant and condition
contained herein. All covenants, agreements, representations and warranties made in this Agreement or in any of the other Loan Documents
shall continue in full force and effect so long as any of the obligations of any party under the Loan Documents (other than Noteholder
Representative) remain outstanding.


 


(j)                
Further Assurances. Each Pledgor hereby agrees that at any time and from time to time, at the expense of such Pledgor, such
Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or
that Noteholder Representative may reasonably request, in order to perfect and protect any security interest granted or purported to be
granted hereby, or to enable Noteholder Representative or any of its agents to exercise and enforce its rights and remedies under this
Agreement with respect to any portion of such collateral.


 


(k)              
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Loan Documents may be transmitted and/or signed by facsimile or other
electronic transmission. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force
and effect as manually signed originals and shall be binding on the parties. Noteholder Representative may also require that any such
documents and signatures be confirmed by a manually signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document or signature. As used in this Agreement, the term “this
Agreement” shall include all attachments, exhibits, schedules, riders and addenda.


 






    11


     


    

 





(l)                
Costs. Each Pledgor shall be responsible for the payment of any and all reasonable fees, costs and expenses which Noteholder
Representative may incur by reason of this Agreement, including, but not limited to, the following: (i) any taxes of any kind related
to any property or interests assigned or pledged hereunder; (ii) expenses incurred in filing public notices relating to any property
or interests assigned or pledged hereunder; and (iii) any and all costs, expenses and fees (including, without limitation, reasonable
attorneys’ fees and expenses and court costs and fees), whether or not litigation is commenced, incurred by Noteholder Representative
in protecting, insuring, maintaining, preserving, attaching, perfecting, enforcing, collecting or foreclosing upon any lien, security
interest, right or privilege granted to Noteholder Representative or any obligation of such Pledgor under this Agreement, whether through
judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or related to this Agreement
or any property or interests assigned or pledged hereunder.


 


(m)              
No Defenses. Pledgors’ obligations under this Agreement shall not be subject to any set-off, counterclaim or defense
to payment that such Pledgor now has or may have in the future.


 


(n)              
Cooperation in Discovery and Litigation.In any litigation, trial, arbitration or other dispute resolution proceeding relating to this Agreement, all directors, officers, employees and agents of any Pledgor
or of its affiliates shall be deemed to be employees or managing agents of such Pledgor for purposes of all applicable law or court rules
regarding the production of witnesses by notice for testimony (whether in a deposition, at trial or otherwise). Each Pledgor agrees that
Noteholder Representative’s counsel in any such dispute resolution proceeding may examine any of these individuals as if under cross-examination
and that any discovery deposition of any of them may be used in that proceeding as if it were an evidence deposition. Each Pledgor in
any event will use all commercially reasonable efforts to produce in any such dispute resolution proceeding, at the time and in the manner
requested by Noteholder Representative, all persons and entities, documents (whether in tangible, electronic or other form) or other things
under its control and relating to the dispute in any jurisdiction that recognizes that (or any similar) distinction.


 


(o)              
CHOICE OF LAW; VENUE.THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
EXCEPT TO THE EXTENT THAT ANY OTHER LOAN DOCUMENT INCLUDES AN EXPRESS ELECTION TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION. NOTWITHSTANDING
ANYTHING CONTAINED HEREIN TO THE CONTRARY, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS
SHALL BE LITIGATED IN SUCH COURT OF THE COMMONWEALTH OF MASSACHUSETTS.


 


17.         WAIVER
OF JURY TRIAL. EACH PARTY HEREBY (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND
(B) WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER OF RIGHT TO TRIAL
BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY EACH PARTY, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED AND REQUESTED BY THE OTHER
PARTY TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE
EVIDENCE OF EACH PARTY’S WAIVER OF THE RIGHT TO JURY TRIAL. FURTHER, EACH PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY (INCLUDING NOTEHOLDER REPRESENTATIVE’S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO SUCH
PARTY THAT THE OTHER PARTY WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.


 


[Signature Pages Follow]


 






    12


     


    





 


Signature Page to
Pledge Agreement


 


IN
WITNESS WHEREOF, intending to be legally bound each of the parties have caused this Agreement to be executed as of the day
and year first above mentioned.


 


	 	PLEDGORS:
	 	 
	 	TILT HOLDINGS, INC.,

 a British Columbia
  corporation
	 	 
	 	Per:	/s/ Mark Scatterday
	 	 	Name: Mark Scatterday
	 	 	Title: Interim Chief Executive Officer



 


	 	JIMMY JANG HOLDINGS INC.,

  a British Columbia corporation
	 	 
	 	Per:	/s/ Timothy Conder
	 	Name:	 Timothy Conder
	 	Title:	Chief Operating Officer



 


	 	BAKER TECHNOLOGIES, INC.,
 a Delaware corporation
	 	 
	  	Per:	/s/ Timothy Conder
	 	Name:	Timothy Conder
	 	Title:	 Chief Operating Officer






 


	 	JIMMY JANG, L.P., a Delaware limited

  partnership, by its general partner, JIMMY

  JANG HOLDINGS INC., a British Columbia

  corporation
	 	 
	 	Per:	/s/ Timothy Conder
	 	Name:	Timothy Conder
	 	Title:	Chief Operating Officer




 



    


     


    

 


Signature Page to Pledge Agreement


 


	 	BLACKBIRD LOGISTICS

  CORPORATION, a Nevada corporation
	 	 
	 	Per:	/s/ Timothy Conder
	 	Name:	Timothy Conder
	 	Title:	President



 


	 	BRITESIDE HOLDINGS LLC, a Tennessee

  limited liability company
	 	 
	 	Per:	/s/ Mark Scatterday
	 	 	Name: Mark Scatterday
	 	 	Title: Manager
	 	 
	 	YARIS ACQUISITION LLC, a Delaware

 limited liability
  company




 


	 	Per:	/s/ Timothy Conder
	 	Name:	Timothy Conder
	 	Title:	Manager




 






     


     


    

 







Signature Page to Pledge Agreement


 


	 	COMPANY:
	 	 
	 	BAKER TECHNOLOGIES, INC.,

  a Delaware corporation




 


	 	Per:	/s/ Timothy Conder
	 	Name:	 Timothy Conder
	 	Title:	 Chief Operating Officer




 


	 	JUPITER RESEARCH, LLC, an Arizona

  limited liability company, by its Managing

  Member, BAKER TECHNOLOGIES, INC., a

  Delaware corporation




 


	 	Per:	/s/ Timothy Conder
	 	Name:	Timothy Conder
	 	Title:	Chief Operating Officer




 


	 	BLACKBIRD LOGISTICS

  CORPORATION, a Nevada corporation
	 	 
	 	Per:	/s/ Timothy Conder
	 	Name:	 Timothy Conder
	 	Title:	 President




 


	 	BLKBRD SOFTWARE LLC, a Nevada

  limited liability company, by its Managing

  Member, YARIS ACQUISITION LLC, a

  Delaware limited liability company




 


	 	Per:	/s/ Timothy Conder
	 	Name:	 Timothy Conder
	 	Title:	 Manager




 


	 	BRITESIDE ECOMMERCE LLC, a

  Tennessee limited liability company




 


	 	Per:	/s/ Mark Scatterday
	 	Name:	 Mark Scatterday
	 	Title:	 Manager




 








     


     


    

 


Signature Page to Pledge Agreement


 


	 	BRITESIDE HOLDINGS LLC, a Tennessee

  limited liability company




 


	 	Per:	/s/ Mark Scatterday
	 	Name: Mark Scatterday
	 	Title: Manager




 


	 	BRITESIDE MODULAR LLC, a Tennessee

  limited liability company




 


	 	Per:	/s/ Mark Scatterday
	 	Name: 	Mark Scatterday
	 	Title: 	Manager




 


	 	DEFENDER MARKETING SERVICES, 

  LLC, a Washington limited liability company




 


	 	Per:	/s/ Timothy Conder
	 	Name:	Timothy Conder
	 	Title:	Manager




 


	 	STANDARD FARMS LLC, a Pennsylvania

  limited liability company, by its Sole Member,

  BAKER TECHNOLOGIES, INC., a Delaware 

  corporation




 


	 	Per:	/s/ Timothy Conder
	 	Name:	 Timothy Conder
	 	Title:	Chief Operating Officer




 


	 	WHITE HAVEN RE LLC, a Pennsylvania

  limited liability company, by its Sole Member,

  BAKER TECHNOLOGIES, INC., a Delaware

  corporation




 


	 	Per:	/s/ Timothy Conder
	 	Name:	 Timothy Conder
	 	Title:	Chief Operating Officer




 






     


     


    

 


Signature Page to Pledge Agreement


 


	 	YARIS ACQUISITION LLC, a Delaware 

  limited liability company
	 	 
	 	Per:	/s/ Timothy Conder
	 	Name:	 Timothy Conder
	 	Title:	Manager




 






     


     


    

 


Signature Page to Pledge Agreement


 


	 	NOTEHOLDER REPRESENTATIVE

 NR 1, LLC
	 	 
	 	By: 	/s/ Mark Silva
	 	Name: Mark Silva
	 	Title: Attorney-in-fact
	 	 
	 	Address: c/o Reitler Kailas & Rosenblatt
    LLC
	 	885 Third Avenue
	 	New York, New York 10022
	 	Attn: John F.F. Watkins
	 	Email Address:[***]



 






     


     


    

 


SCHEDULE I


 


PLEDGED INTERESTS


 


	Name of Pledgor	Company
    Name	Type
    of	Jurisdiction
    of	Class
    of Equity	Percentage
    of Outstanding	 
	Organization	Organization	Interest	Equity Interests	 
	 	 	 
	 	 	 	 	 
	Jimmy
    Jang, L.P.	Jupiter
    Research, 

    LLC	Limited
    liability 

    company	AZ	Membership
    

    interest	100%	 
	Jimmy
    Jang, L.P.	Baker Technologies,

    Inc.

     
	Corporation	DE	Common
    stock	100%	 
	Baker Technologies,

    Inc.
	Defender
    Marketing 

    Services LLC	Limited
    liability 

    company	WA	Membership
    

    interest	100%	 
	Baker Technologies,

    Inc.
	Yaris
    Acquisition 

    LLC	Limited
    liability 

    company	DE	Membership
    

    interest	100%	 
	Baker Technologies,

    Inc.

     
	Briteside
    Holdings, 

    LLC	Limited
    liability 

    company	TN	Membership
    

    interest	100%	 
	Baker Technologies,

    Inc.

     
	Standard
    Farms LLC	Limited
    liability 

    company	PA	Membership
    

    interest	100%	 
	Baker Technologies,

    Inc.
	White
    Haven RE 

    LLC	Limited
    liability 

    company	PA	Membership
    

    interest	100%	 
	Yaris
    Acquisition LLC	Blackbird
    Logistics 

    Corporation	Corporation	NV	Common
    stock	96.854%	 
	Yaris
    Acquisition LLC	Blkbrd
    Software 

    LLC	Limited
    liability 

    company	NV	Membership
    

    interest	100%	 
	Blackbird
    Logistics 

    Corporation	Blkbrd
    CA	Corporation	CA	Common
    stock	100%	 
	Blackbird
    Logistics 

    Corporation	Blkbrd
    NV LLC	Limited
    liability 

    company	NV	Membership
    

    interest	100%	 
	Briteside
    Holdings, 

    LLC	Briteside
    Modular 

    LLC	Limited
    liability 

    company	TN	Membership
    

    interest	100%	 
	Briteside
    Holdings, 

    LLC	Briteside Ecommerce

    LLC

     
	Limited
    liability 

    company	TN	Membership
    

    interest	100%	 


 






    Schedule I


     


    

 


	Name of
    Pledgor	Company
    Name	Type
    of	Jurisdiction
    of	Class
    of Equity	Percentage
    of Outstanding	 
	Organization	Organization	Interest	Equity Interests	 
	 	 	 
	 	 	 	 	 
	Briteside
    Holdings, LLC	Briteside
    Oregon 

    LLC	Limited
    liability 

    company	OR	Membership
    

    interest	100%	 


 






    Schedule I


     


    

 


SCHEDULE II


 


PLEDGOR INFORMATION


 


	Ple
    dgor	Jurisdiction
    of Organization	Type
    of Organization	Organizational
    Identification	 
	Number	 
	 	 	 	 
	 	 
	TILT
    Holdings, Inc.	British
    Columbia	Corporation	 	 
	Jimmy
    Jang Holdings, Inc.	British
    Columbia	Corporation	 	 
	Jimmy
    Jang, L.P..	DE	Limited
    partnership	7189094	 
	Baker
    Technologies, Inc.	DE	Corporation	5784273	 
	Yaris
    Acquisition LLC	DE	Limited
    liability company	7167156	 
	Blackbird
    Logistics 

    Corporation	NV	Corporation	E0005002015-6	 
	Briteside
    Holdings, LLC	TN	Limited
    partnership	000878300	 


  






    Schedule II


     


    

 


SCHEDULE III


 


TRANSFER POWER


 


          FOR
VALUE RECEIVED, the undersigned, ________________________________, a (“Ple dgor”), does hereby sell, assign
and transfer to _______________________________* all of its Equity Interests (as hereinafter defined) [represented
by Certificate No(s). _________________*                                                  ,]
in ____________________ (“Issuer”), standing in the name of Pledgor on the books of said Issuer. Pledgor
does hereby irrevocably constitute and appoint _____________________________________*, as attorney, to transfer the Equity Interest
in said Issuer with full power of substitution in the premises. The term “Equity Interest” means any security, share,
unit, partnership interest, membership interest, ownership interest, equity interest, option, warrant, participation, “equity security”
(as such term is defined in Rule 3(a)11 1 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, or
any similar statute then in effect, promulgated by the Securities and Exchange Commission and any successor thereto) or analogous interest
(regardless of how designated) of or in a corporation, partnership, limited partnership, limited liability company, limited liability
partnership, business trust or other entity, of whatever nature, type, series or class, whether voting or nonvoting, certificated or
uncertificated, common or preferred, and all rights and privileges incident thereto.


 





	Dated:	 	*	PLEDGOR:
	 	 	 	 	 
	 	 	 	[FOR ENTITY]
	 	 	 	 	 
	 	 	 	By:	                          
	 	 	 	Name:	 
	 	 	 	Its:	 


 


*To Remain Blank - Not Completed at
Closing


 






    Schedule III


     


    

 


SCHEDULE IV


 


PLEDGE AMENDMENT


 


              This
Pledge Amendment, dated ______________________   , 20__ is delivered pursuant to Section 5(i) of the Pledge Agreement
referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement.
The undersigned hereby certifies that the representations and warranties in Section 4 of the Pledge Agreement are true and correct
as to the Collateral pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached
to that certain Pledge Agreement, dated November 1, 2019 between undersigned, as Pledgor, and NR 1, LLC, as Noteholder Representative
(as may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), and that
the Ownership Interests listed on this Pledge Amendment shall be and become a part of the Pledged Interests and Pledged Collateral referred
to in said Pledge Agreement and shall secure all Obligations referred to and in accordance with said Pledge Agreement. Schedule I
of the Pledge Agreement shall be deemed amended to include the Ownership Interests listed on this Pledge Amendment. The undersigned
acknowledge that any Ownership Interests issued by Company owned by Pledgor not included in the Pledged Collateral at the discretion
of Noteholder Representative may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations
other than the Obligations.


 


	 	PLEDGOR:
	 	 	 
	 	[_________________]
	 	 	 
	 	By:	                          
	 	Name:	 
	 	Its:	 



 






    Schedule IV


     


    

 


SCHEDULE IV- continued


 


	Name and	 	 	 	Class of	 	Certificate	 	Number of
	Address of Pledgor	 	Company	 	Equity Interest	 	Number(s)	 	Shares
	 	 	 	 	 	 	 	 	 



 





	Initial	 	 	 	 	 	 
	Principal Amount	 	Issue Date	 	Maturity Date	 	Interest Rate
	 	 	 	 	 	 	 



 






    Schedule IV


     


    

 


NOTICE OF PLEDGE


 


TO: ___________________________    (“Company”)


 


Notice is hereby given that,
pursuant to that certain Pledge Agreement of even date with this Notice (the “Agreement”), from undersigned (collectively
in the singular, “Pledgor”), to NR 1, LLC (in such capacity, together with its successors and assigns, “Noteholder
Representative”) in connection with financing arrangements in effect for Company, Noteholder Representative and certain financial
institutions, Pledgor has pledged and assigned to Noteholder Representative and granted to Noteholder Representative, for its benefit
and the benefit of the Purchasers, a continuing first priority security interest in, all of its right, title and interest, whether now
existing or hereafter arising our acquired, in, to, and under the following (the “Collateral”):


 


(a)       all
of the stock, shares, membership interests, partnership interests and other equity ownership interests in Company now or hereafter held
by Pledgor (collectively, the “Ownership Interests”) and all of Pledgor’s rights to participate in the management
of Company, all rights, privileges, authority and powers of Pledgor as owner or holder of its Ownership Interests in Company, including,
but not limited to, all investment property, contract rights related thereto, all rights, privileges, authority and powers relating to
the economic interests of Pledgor as owner or holder or its Ownership Interests in Company, including, without limitation, all contract
rights related thereto, all options and warrants of Pledgor for the purchase of any Ownership Interest in Company, all documents and
certificates representing or evidencing Pledgor’s Ownership Interests in Company, all of Pledgor’s right, title and interest
to receive payments of principal and interest on any loans and/or other extensions of credit made by Pledgor to Company, and any other
right, title, interest, privilege, authority and power of Pledgor in or relating to Company, all whether existing or hereafter arising,
and whether arising under any operating agreement, shareholder’s agreement, partnership agreement or any other agreement, or any
bylaws of Company (as the same may be amended, modified or restated from time to time), or the certificate of formation or existence
of Company (as the same may be amended, modified or restated from time to time) or otherwise, or at law or in equity and all books and
records of Pledgor pertaining to any of the foregoing and all options, warrants, distributions, investment property, cash, instruments
and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or
all of such Ownership Interests, and Pledgor shall promptly thereafter deliver to Noteholder Representative a certificate duly executed
by Pledgor describing such percentage interests, options or warrants and certifying that the same have been duly pledged hereunder;


 


(b)       all
rights to receive cash distributions, profits, losses and capital distributions (including, but not limited to, distributions in kind
and liquidating dividends) and any other rights and property interests related to the Ownership Interests;


 


(c)       all
other securities, instruments or property (including cash) paid or distributed in respect of or in exchange for the Ownership Interests,
whether or not as part of or by way of spin-off, merger, consolidation, dissolution, reclassification, combination or exchange of stock
(or other Ownership Interests), asset sales, or similar rearrangement or reorganization or otherwise; and


 






     


     


    

 


(d)       all
proceeds (both cash and non-cash) of the foregoing, whether now or hereafter arising under the foregoing.


 


Pursuant to the Agreement,
Company is hereby authorized and directed, and Company hereby agrees, to:


 


(i)               register
on its books Pledgor’s pledge to Noteholder Representative of the Collateral; and


 


(ii)             upon
the occurrence and during the continuance of an Event of Default under the Agreement make direct payment to Noteholder Representative
of any amounts due or to become due to Pledgor that are attributable, directly or indirectly, to Pledgor’s ownership of the Collateral.


 


Pledgor hereby directs Company
to, and Company hereby agrees to, comply with instructions originated by Noteholder Representative with respect to the Collateral without
further consent of the Pledgor. It is the intention of the foregoing to grant “control” to Noteholder Representative within
the meaning of Articles 8 and 9 of the UCC, to the extent the same may be applicable to the Collateral.


 


Company acknowledges and agrees
that upon the delivery of any certificates representing the Collateral endorsed to Noteholder Representative or in blank, Noteholder
Representative’s security interest in the Collateral shall be perfected by “control” (as such term is used in Articles
8 and 9 of the UCC).


 


Pledgor hereby requests Company
to indicate its acceptance of this Notice and consent to and confirmation of its terms and provisions by signing a copy of this Notice
where indicated below and returning it to Noteholder Representative.


 


[Signature Pages Follow]


 






      


     


    

 


Signature Page to Notice of Pledge


 


	PLEDGOR:	[__________________]
	 	 
	 	By:	                               
	 	Name:	 
	 	Title:	 


 






      


     


    

 


Signature Page to Notice of Pledge


 


ACKNOWLEDGED BY COMPANY as of this _____ day of______,
20___:


 


	COMPANY:	[__________________]
	 	 
	 	By:	                               
	 	Name:	 
	 	Title: