Exhibit 10.39


 


PLEDGE AGREEMENT


 


THIS PLEDGE
AGREEMENT (this “Pledge Agreement”)  is dated as of April 9, 2008, between
Greenlady II, LLC (“Pledgor”),  a limited liability company organized
under Delaware law and Bank of America, N.A. (together with its permitted
assigns, “Secured Party”).


 


WHEREAS, Pledgor
and Secured Party have entered into a Credit Agreement, dated as of even date
herewith (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”),  pursuant to which Secured Party will make
the Loans (as defined therein) to Pledgor on the terms set forth therein (all
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement);


 


WHEREAS, pursuant
to the Transaction Acknowledgement, Pledgor and Secured Party have entered into
six distinct Components specified in (and defined under) the Transaction
Acknowledgement, further to be evidenced by the Collar Agreement;


 


WHEREAS, Pledgor
has agreed to secure its obligations to Secured Party under the Credit
Agreement, the Collar Transaction Documents and each transaction thereunder;


 


NOW, THEREFORE, in
consideration of their mutual covenants contained herein and to secure the full
and punctual observance and performance by Pledgor of all Secured Obligations
(as defined herein), the parties hereto, intending to be legally bound, hereby
mutually covenant and agree as follows:


 


1.                          Definitions. As used herein, the following
words and phrases shall have the following meanings:


 


“Additions
and Substitutions” has the meaning provided in Section 2(a).


 


“Authorized
Officer” of Pledgor means any officer, trustee, managing
member or general partner (or any officer thereof), as applicable, as to whom
Pledgor shall have delivered notice to Secured Party that such trustee,
managing member, general partner or officer is authorized to act hereunder on
behalf of Pledgor. The managing member of Pledgor shall be an Authorized
Officer without the provision of such notice.


 


“Base
Number” means the product of the Number of Options and the
Option Entitlement, each as defined in the Collar Transaction Documents.


 


“Business
Day” shall mean any day on which commercial banks are open
for general business in New York City.


 


“Cash” means
U.S. dollars.


 


“Collateral”
has the meaning provided in Section 2(a).


 


1

















 


“Collateral
Account” means the securities account (as defined in Section 8-501
of the UCC) titled “Bank of America Collateral Account of Greenlady II, LLC”
and established and maintained at Bane of America Securities LLC.


 


“Collateral
Deficiency” means, at any time, the failure of the Collateral
to include, as Eligible Collateral, Shares at least equal in number to the Base
Number or Substitute Collateral having a value equal to 105% of the net amount
of the Secured Obligations outstanding at such time as determined by the
Secured Party.


 


“Collateral
Event of Default” means (A) a Collateral Deficiency
continues unremedied on the Business Day following notice from Secured Party or
(B) failure at any time of the Security Interests to constitute valid and
perfected security interests in all of the Collateral, subject to no prior or
equal Lien in favor of any Person other than Secured Party (or any Affiliate
thereof), or assertion of such by Pledgor in writing, or (C) any material
misrepresentation, breach of warranty or breach of covenant hereunder.


 


“Control”
means “control” as defined in Section 8-106 and Section 9-106
of the UCC.


 


“Credit
Agreement” has the meaning ascribed to such term in the
preamble of this Agreement.


 


“Custodian”
means Bane of America Securities LLC.


 


“Default
Event” means (i) any Event of Default with respect to
Pledgor under the Collar Transaction Documents, (ii) any Event of Default
under the Credit Agreement and (iii) any Collateral Event of Default
hereunder.


 


“Eligible
Collateral” means Shares, Substitute Collateral and, for
purposes of Section 5(k), Eligible Collateral within the meaning of such Section 5(k) or
other collateral acceptable to Secured Party in its sole discretion, provided
in each case that Pledgor has good and marketable title thereto, free of all
Liens (other than the Security Interests) and Transfer Restrictions (other than
any Existing Transfer Restrictions) and that Secured Party has a valid, first
priority perfected security interest therein, a first lien thereon and, if
applicable, Control with respect thereto.


 


“Existing
Transfer Restrictions” means Transfer Restrictions existing
due to the Shares being “restricted securities” and “control securities” within
the meaning of Rule 144 under the Securities Act and those contained in
the certificate of incorporation of the Issuer as in effect on the date hereof.


 


“Greenlady”
means Greenlady Corp., a Delaware corporation.


 


“Initial
Shares” means 170,000,000 Shares.


 


“ISDA
Receivable” has the meaning provided in Section 2(a).


 


“Issuer”
means The DIRECTV Group, Inc. The term “Issuer” shall also include the
issuer of any shares which holders of The DIRECTV Group, Inc. shares
receive as a


 


2

















 


result of a spinoff,
recapitalization, merger, consolidation or other corporate action of the
applicable Issuer.


 


“Lien” means
any lien, mortgage, security interest, pledge, charge or encumbrance of any
kind.


 


“Location”
means, with respect to any party, the place such party is
located within the meaning of Section 9-307 of the UCC.


 


“Margin
Deficiency” means at any time, with respect to each Tranche
(as defined in the Credit Agreement) the excess, if any, of (i) the
aggregate of all Proceeds (as defined in the Credit Agreement) advanced by the
Lender under the Credit Agreement related to such Tranche and not repaid at
that time over (ii) the aggregate Maximum Loan Value (as defined in the
Credit Agreement) of the Eligible Collateral allocated to such Tranche at that
time.


 


“Person”
means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.


 


“Pledged
Items” means, as of any date, any and all securities (or
security entitlements with respect thereto) and instruments, cash, financial
assets or other property delivered by Pledgor to be held by or on behalf of
Secured Party under this Pledge Agreement as Collateral, including without
limitation the Initial Shares delivered pursuant to Section 5.


 


“Pledgor”
has the meaning ascribed to such term in the introductory paragraph of this
Agreement.


 


“Secured
Obligations” means, at any time, any and all obligations,
covenants and agreements of any kind whatsoever of Pledgor to Secured Party
under (i) the Collar Transaction Documents, (ii) the Credit
Agreement, (iii) each Note and (iv) this Pledge Agreement, whether
with respect to the payment of money, delivery of securities or other
instruments or property or otherwise, whether now in existence or hereafter
arising.


 


“Secured
Party” has the meaning ascribed to such term in the
introductory paragraph of this Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Security
Interests” means the security interests in the Collateral
created hereby.


 


“Shares”
means the shares of the relevant Issuer. The initial Shares are shares of the
common stock of The DIRECTV Group, Inc.


 


“Substitute
Collateral” has the meaning provided in Section 5(k).


 


“Transfer
Restrictions” means, with respect to any property or item of
Collateral (including, in the case of securities, security entitlements in
respect thereof), any


 


3

















 


condition to or
restriction on the ability of the holder thereof to sell, assign or otherwise
transfer such property or item of Collateral or to exercise or enforce the
provisions thereof or of any document related thereto whether set forth in such
property or item of Collateral itself or in any document related thereto,
including, without limitation, (i) any requirement that any pledge, sale,
assignment, transfer or exercise or enforcement of, or with respect to, such
property or item of Collateral be consented to or approved by any Person,
including, without limitation, the issuer thereof or any other obligor thereon,
(ii) any limitations on the type or status, financial or otherwise, of any
purchaser, pledgee, assignee or transferee of such property or item of
Collateral, (iii) any requirement of the delivery of any certificate,
consent, agreement, opinion of counsel, notice or any other document of any Person
to the issuer of, any other obligor on or any registrar or transfer agent for,
such property or item of Collateral, prior to the sale, pledge, assignment or
other transfer or exercise or enforcement of, or with respect to, such property
or item of Collateral, (iv) any registration or qualification requirement
or prospectus delivery requirement for such property or item of Collateral
pursuant to any federal, state or foreign securities law (including, without
limitation, any such requirement arising under the Securities Act) and (v) any
legend or other notification appearing on any certificate representing such
property or item of Collateral to the effect that any such condition or
restriction exists, provided however, that the required delivery of any assignment,
stock power, instruction or entitlement order from the seller, pledgor,
assignor or transferor of a security or other item of Collateral, together with
any evidence of the authority of the Person executing or delivering such
assignment, stock power, instruction or entitlement order, shall not constitute
a “Transfer Restriction”.


 


“Treasury
Obligations” means negotiable obligations issued by the
United States Treasury Department which (i) are unconditional direct
obligations of the United States of America; (ii) are debt obligations in
a stated principal amount having a fixed maturity and cannot be called by, or
put to, the issuer prior to the stated maturity; (iii) bear interest on
the stated principal amount at a non-variable fixed rate until maturity (or, in
the case of obligations having an original maturity at issuance of one year or
less, bear no interest at all) and (iv) are issued in uncertificated form
and are transferable only on the securities transfer system of the Federal
Reserve System. For purposes of this Pledge Agreement, Treasury Obligations
shall be valued as Eligible Collateral at the following percentages of their
stated principal amount, based on their remaining term to maturity: One year or
less, 99.5%; more than one year, but not more than five years, 98%; more than
five years; 95%.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of New York.


 


2.         The
Security Interests. In order to secure the full and punctual
observance and performance by Pledgor of all Secured Obligations:


 


(a) Pledgor
hereby assigns and pledges to Secured Party and grants to Secured Party,
security interests in and to, and a lien upon and right of set-off against, and
transfers to Secured Party, as and by way of a security interest having
priority over all other security interests, with power of sale, all of its
right, title and interest in and to


 


4

















 


(i) the Pledged
Items; (ii) subject to Section 6(a), all additions to and substitutions
for any Pledged Items including without limitation any additional or substitute
shares of any capital stock of any class (such additions and substitutions, the
“Additions and Substitutions”);  (iii) all of Pledgor’s right, title
and interest in and to the Collar Transaction Documents, including any amount
payable at the maturity or upon the termination of the Collar Transaction
Documents or any portion thereof (the “ISDA
Receivable”);  (iv) subject
to Section 6(a), the Collateral Account and all cash, securities and other
financial assets (each as defined in Section 8-102 of the UCC), including
the Pledged Items and the Additions and Substitutions, and other funds,
property or assets from time to time held therein or credited thereto; (v) subject
to Section 6(a), all interest, income, proceeds, distributions and
collections received or to be received, or derived or to be derived, now or any
time hereafter (whether before or after the commencement of any proceeding
under applicable bankruptcy, insolvency or similar law, by or against Pledgor,
with respect to Pledgor) from or in connection with any of the foregoing
(including, without limitation, any shares of capital stock issued by any
issuer in respect of any Shares or other securities constituting Collateral or
any cash, securities or other property distributed in respect of or exchanged
for any Shares or other securities constituting Collateral, or into which any
such Shares or other securities are converted, in connection with any merger or
similar event or otherwise, and any security entitlements in respect of any of
the foregoing); and (vi) all powers and rights now owned or hereafter
acquired under or with respect to the Pledged Items or the Additions and
Substitutions (such Pledged Items, Additions and Substitutions, ISDA
Receivable, proceeds, collections, powers, rights, the Collateral Account and
assets held therein or credited thereto being herein collectively called the “Collateral”).  Secured Party shall have all of the rights, remedies and recourses
with respect to the Collateral afforded a secured party by the UCC, in addition
to, and not in limitation of, the other rights, remedies and recourses afforded
to Secured Party by this Pledge Agreement. For the avoidance of doubt, the
Collateral shall not include the Delta DTV Shares (as such term is defined in
the Operating Agreement of the Pledgor).


 


(b) On or
prior to the date hereof, Pledgor shall deliver to Secured Party in the manner
described in Section 5(c) in pledge hereunder Eligible Collateral
consisting of the Initial Shares.


 


(c) In the
event that the Issuer at any time issues to Pledgor in respect of any Shares
constituting Collateral hereunder any Additions or Substitutions, Pledgor shall
immediately pledge and deliver to Secured Party in accordance with Section 5(c) all
Additions and Substitutions as additional Collateral hereunder, subject to Section 6(a).


 


(d) The
parties hereto expressly agree that (i) all rights, assets and property at
any time held in or credited to the Collateral Account shall be treated as
financial assets (as defined in Section 8-102 of the UCC) and (ii) until
all Secured Obligations are satisfied in full and the Commitment is terminated,
Custodian will act only on entitlement orders (as defined in Section 8-102
of the UCC) or other instructions of Secured Party (without further consent of
Pledgor).


 


5

















 


(e) Notwithstanding
anything contained in the Collar Transaction Documents to the contrary, all
amounts payable by Secured Party thereunder shall be paid into the Collateral
Account.


 


3.         Representations and
Warranties of Pledgor. Pledgor hereby represents, warrants and
covenants to Secured Party on the date hereof, on the date that the Loans (as
defined under the Credit Agreement) are made under the Credit Agreement and on
each date on which Pledgor delivers or Secured Party otherwise receives
Collateral that:


 


(a) Pledgor (i) owns
and, at all times prior to the release of the Collateral pursuant to the terms
of this Pledge Agreement, will own the Collateral free and clear of any Liens
(other than the Security Interests) or Transfer Restrictions (other than any
Existing Transfer Restrictions) and (ii) is not and will not become a
party to or otherwise be bound by any agreement, other than this Pledge
Agreement and the Credit Agreement that (x) restricts in any manner the
rights of any present or future owner of the Collateral with respect thereto or
(y) provides any Person other than Pledgor, Secured Party or any securities
intermediary through whom any Collateral is held (but in the case of any such
securities intermediary only in respect of Collateral held through it) with
Control with respect to any Collateral.


 


(b) Other
than financing statements or other similar or equivalent documents or
instruments with respect to the Security Interests, no financing statement,
security agreement or similar or equivalent document or instrument covering all
or any part of the Collateral is on file or of record in any jurisdiction in
which such filing or recording would be effective to perfect a Lien, security
interest or other encumbrance of any kind on such Collateral.


 


(c) Upon (i) the
delivery of certificates evidencing any Collateral consisting of Shares or
other securities, as applicable, to Secured Party in accordance with Section 5(c)(A) or
(ii) the crediting of any securities or other financial assets or of any
cash to the Collateral Account, Secured Party will have a valid and perfected
security interest in such Collateral, subject to no prior Lien.


 


(d) Except
for the filing of a UCC financing statement in the Location of Pledgor, no
registration, recordation or filing with any governmental body, agency or
official, other than such as have been made, is required in connection with the
execution and delivery of this Pledge Agreement or necessary for the validity
or enforceability hereof or thereof or for the perfection or enforcement of the
Security Interests.


 


(e) Pledgor
has not performed and will not perform any acts that might prevent Secured
Party from enforcing any of the terms of this Pledge Agreement or that might
limit Secured Party in any such enforcement.


 


(f) The
Location of Pledgor is Delaware.


 


4.         Certain Covenants of
Pledgor. Pledgor agrees that, so long as any Secured Obligation
remains outstanding:


 


6

















 


(a) Upon
notice from Secured Party as provided herein that a Collateral Deficiency
exists, Pledgor shall pledge additional Eligible Collateral in the manner
described in Sections 5(b) and 5(c) as necessary to cause such
Collateral Deficiency to cease to exist.


 


(b) Pledgor
shall, at the expense of Pledgor and in such manner and form as Secured Party
may require, give, execute, deliver, file and record any financing statement,
notice, instrument, document, undated stock or bond powers or other instruments
of transfer, agreement or other papers that may in Secured Party’s sole
discretion be necessary or desirable in order (i) to create, preserve,
perfect, substantiate or validate any security interest granted pursuant
hereto, (ii) to create or maintain Control with respect to any such
security interests in the Collateral or any part thereof or (iii) to
enable Secured Party to exercise and enforce its rights hereunder with respect
to such security interest. To the extent permitted by applicable law, Pledgor
hereby authorizes Secured Party to execute and file, in the name of Pledgor as
debtor, UCC financing or continuation statements that Secured Party in its sole
discretion may deem necessary or desirable to further perfect, or maintain the
perfection of, the Security Interests.


 


(c) Pledgor
shall warrant and defend its title to the Collateral, subject to the rights of
Secured Party, against the claims and demands of all persons. Secured Party may
elect, but without an obligation to do so, to discharge any Lien of any third
party on any of the Collateral.


 


(d) Pledgor
agrees that it shall not (1) change its name or identity or its
organizational structure in any manner or (2) change its Location, unless
in any such case (A) it shall have given Secured Party not less than 30
days’ prior notice thereof and (B) such change shall not cause any of the
Security Interests to become unperfected, cause Secured Party to cease to have
Control in respect of any of the Security Interests in any Collateral
consisting of investment property (as defined in Section 9-102(a)(49) of
the UCC) or subject any Collateral to any other Lien.


 


(e) Pledgor
agrees that it shall not (1) create or permit to exist any Lien (other
than the Security Interests) upon or with respect to the Collateral (2) create
or approve any Transfer Restriction (other than any Existing Transfer
Restrictions) upon or with respect to the Collateral, (3) sell or
otherwise dispose of, or grant any option with respect to, any of the
Collateral (other than those contemplated by the terms of the Collateral) or (4) enter
into or consent to any agreement pursuant to which any Person other than
Pledgor, Secured Party and any securities intermediary through whom any of the
Collateral is held (but in the case of any such securities intermediary only in
respect of Collateral held through it) has or will have Control in respect of
any Collateral.


 


5.         Administration of the
Collateral and Valuation of the Securities.


 


(a) Secured
Party shall determine on each Business Day whether a Collateral Event of
Default shall have occurred.


 


7

















 


(b) Pledgor
may pledge additional Eligible Collateral hereunder at any time. Concurrently
with the delivery of any such additional Eligible Collateral, Pledgor shall
deliver to Secured Party a certificate of Pledgor in form and substance
reasonably satisfactory to Secured Party and dated the date of such delivery (A) identifying
the additional items of Collateral being pledged and (B) repeating the
representations, warranties and covenants set forth in Section 3 with
respect to such additional items of Collateral (as modified by any change in
Pledgor’s Location as notified to Secured Party in accordance with Section 4(d) hereof
or by any change in Pledgor’s status as notified to Secured Party in accordance
with Section 4(d) hereof). Pledgor hereby covenants and agrees to
take all actions required to create for the benefit of Secured Party a valid,
first priority, perfected security interest in, and a first lien upon, such
additional Eligible Collateral, as to which Secured Party will have Control, if
applicable.


 


(c) Delivery
of the Initial Shares shall be effected by physical delivery to the Secured
Party of certificates evidencing the Initial Shares registered in the name of
Greenlady or the Pledgor, accompanied by any required transfer tax stamps, and
in suitable form for transfer by delivery or accompanied by duly executed
instruments of transfer or assignment in blank, with signatures appropriately
guaranteed, all in form and substance satisfactory to Custodian and the
crediting by Custodian of such securities to the Collateral Account; provided
that, if any Initial Shares so delivered are registered in the name of
Greenlady, Pledgor shall cause such Initial Shares to be reregistered in the
name of Pledgor within five Business Days after the date hereof and
certificates evidencing such reregistered Shares shall be delivered in
accordance with clause (A) below. Subject to the foregoing, any delivery
by Pledgor of securities as Collateral shall be effected (A) in the case
of Collateral consisting of certificated securities registered in the name of
Pledgor, by delivery of certificates representing such securities to Secured
Party, accompanied by any required transfer tax stamps, and in suitable form
for transfer by delivery or accompanied by duly executed instruments of
transfer or assignment in blank, with signatures appropriately guaranteed, all
in form and substance satisfactory to Custodian and Secured Party and the
crediting by Custodian of such securities to the Collateral Account, (B) in
the case of shares or other securities in respect of which security
entitlements are held by Pledgor through a securities intermediary (including,
without limitation, Secured Party or Custodian), by the crediting of such
shares or other securities, accompanied by any required transfer tax stamps, to
a securities account of Custodian at such securities intermediary, including
Custodian, or, at the option of Custodian at another securities intermediary
satisfactory to Custodian and Secured Party and the crediting by Custodian of
such securities to the Collateral Account or (C) in any case, by complying
with such alternative delivery instructions as Secured Party shall provide to
Pledgor in writing. Upon delivery of any such Pledged Item under this
Agreement, Secured Party or Custodian may examine such Pledged Item and any
certificates delivered pursuant to Section 5(b) or otherwise pursuant
to the terms hereof in connection therewith to determine that they comply as to
form with the requirements for Collateral herein.


 


(d) Any
delivery by Pledgor of Cash as Collateral shall be effected by the delivery of
such Cash to the Collateral Account.


 


8

















 


(e) If on any
Business Day Secured Party determines that a Collateral Event of Default shall
have occurred, Secured Party shall promptly notify Pledgor of such
determination by telephone call to an Authorized Officer of Pledgor followed by
a written confirmation of such call.


 


(f) If on any
Business Day after the end of the Availability Period in respect of a Tranche
or the termination of all Commitments applicable to such Tranche, Secured Party
determines that no Default Event or failure by Pledgor to meet any of its
obligations under Sections 4 or 5 hereof has occurred and is continuing,
Pledgor may obtain the release from the Security Interests of any Collateral
allocated to such Tranche provided that, after such release, no Collateral
Event of Default would occur and, if applicable, Section 5(k) was
complied with and provided further, such release does not create or increase a
Margin Deficiency in respect of such Tranche.


 


(g) If on any
Business Day after the payment in full of all amounts owed under the Credit
Agreement and the permanent termination of all Commitments thereunder, Secured
Party determines that no Default Event or failure by Pledgor to meet any of its
obligations under Sections 4 or 5 hereof has occurred and is continuing,
Pledgor may obtain the release from the Security Interests of any Collateral
provided that, after such release, no Collateral Event of Default would occur
and, if applicable, Section 5(k) was complied with.


 


(h) Subject
to Existing Transfer Restrictions, Secured Party may at any time or from time
to time, but only after the occurrence of a Default Event that is continuing at
such time or with the prior consent of Pledgor, cause any or all of the Shares
pledged hereunder not registered in the name of the Secured Party or its
nominee to be transferred of record into the name of Secured Party or its
nominee. Pledgor shall promptly give to Secured Party copies of any notices or
other communications received by Pledgor with respect to Shares pledged
hereunder registered, or held through a securities intermediary, in the name of
Pledgor or Pledgor’s nominee and Secured Party shall promptly give to Pledgor
copies of any notices and communications received by Secured Party with respect
to Shares pledged hereunder registered, or held through a securities
intermediary, in the name of Secured Party or Secured Party’s nominee.


 


(i) Pledgor
agrees that Pledgor shall forthwith upon demand pay to Secured Party:


 


i.     the amount of any taxes that Secured Party
may have been required to pay by reason of the Security Interests or to free
any of the Collateral from any Lien thereon, and


 


ii.    the amount of any and all out-of-pocket
expenses, including the reasonable fees and disbursements of counsel and of any
other experts, that Secured Party may incur in connection with (A) the
enforcement of this Pledge Agreement, including such expenses as are incurred
to preserve the value of the Collateral and the validity, perfection, rank and
value of the Security Interests, (B) the collection, sale or other


 


9

















 


disposition of any of the
Collateral or (C) the exercise by Secured Party of any of the rights
conferred upon it hereunder.


 


Any such amount not paid
on demand shall bear interest (computed on the basis of a year of 360 days and
payable for the actual number of days elapsed) at a rate per annum equal to 1%
plus the prime rate as published in The Wall
Street Journal, Eastern Edition in effect from time to time during
the period from the date hereof to the date of the termination of this Pledge
Agreement.


 


(j) Pledgor
hereby acknowledges that during such time as any Collateral is held by Secured
Party pursuant to the terms of this Pledge Agreement, Pledgor will not receive
periodic account statements with respect to the value thereof.


 


(k) Unless a
Default Event shall have occurred and is continuing, Pledgor shall be entitled,
upon not less than two Business Days’ prior written notice to Secured Party, to
withdraw all but not less than all of the Shares from the lien created herein
upon (x) delivering to Secured Party Substitute Collateral having a market
value at least equal to 105% of the aggregate amount of the Secured Obligations
then outstanding, on the date of such delivery, and (y) taking such other
actions as Secured Party may reasonably require to create for the benefit of
Secured Party a valid and perfected security interest in such Substitute
Collateral, a first lien thereon and, if applicable, Control of Secured Party
with respect thereto. The “Substitute
Collateral” shall consist of (i) Treasury Obligations, (ii) cash
or (iii) such other securities as Secured Party may approve. Pledgor shall
make each delivery of Substitute Collateral to Secured Party in a manner
prescribed by Section 5(c) or 5(d) hereof. Pledgor shall make
deliveries of additional Substitute Collateral on a daily basis as necessary so
that the market value of the Substitute Collateral pledged is at least equal to
105% of the aggregate amount of the Secured Obligations then outstanding,
determined daily. Provided that no Default Event has occurred and is
continuing, if at the close of business on any Business Day the aggregate
market value of the Substitute Collateral pledged hereunder exceeds 108% of the
aggregate amount of the Secured Obligations then outstanding, Secured Party
shall upon written notice by Pledgor release Substitute Collateral from the
lien created herein and return them to Pledgor to the extent that the aggregate
market value of such Substitute Collateral exceeds 108% of the aggregate amount
of the Secured Obligations then outstanding. All calculations of the market
value of Substitute Collateral shall be made in good faith by Secured Party on
a “mark-to-market” basis.


 


(1) For the
avoidance of doubt, the parties acknowledge that Secured Party shall have no
right to rehypothecate the Collateral prior to a Default Event.


 


(m) As of the
date hereof, the Collateral allocated to each Tranche shall be as set forth in
Schedule 1 hereto. Any Additions and Substitutions in respect of specific
Collateral shall be allocated to the Tranche to which such Collateral relates.
In connection with any Collateral Adjustment, the Borrower shall allocate the
additional Collateral pledged to a specific Tranche by providing written notice
of such allocation to the Secured Party on or prior to the date of such
Collateral Adjustment.


 


10

















 


6.         Income
and Voting Rights in Collateral.


 


(a) For so
long as no Default Event shall have occurred and be continuing, Secured Party
shall have the right to receive and retain as Collateral hereunder all proceeds
of the Collateral provided that the Pledgor shall be entitled to receive and
retain any dividends, interest and other distributions that it is entitled to
receive as holder of the Shares and if and when such dividends, interest and
other distributions do not or no longer constitute (as applicable) Restricted
Payments that would be prohibited by Section 7.06 of the Credit Agreement
if such dividends, interest and other distributions were to be distributed in
respect of the equity interests in Pledgor, such dividends, interests and other
distributions shall, thereupon, be free and clear of all Liens created
hereunder. If a Default Event shall have occurred and be continuing, Secured
Party shall have the right to receive and retain as Collateral hereunder all
proceeds (including, without limitation, any dividends, interest and other
distributions) of the Collateral, and Pledgor shall in each case take all such
action as Secured Party shall reasonably deem necessary or appropriate to give
effect to such right. All such proceeds that are received by Pledgor contrary
to the provisions of this Pledge Agreement shall be received in trust for the
benefit of Secured Party and, if Secured Party so directs, shall be segregated
from other funds of Pledgor and shall, forthwith upon demand by Secured Party,
be delivered over to Secured Party as Collateral in the same form as received
(with any necessary endorsement). Notwithstanding the foregoing, if Pledgor
shall be required under the Collar Transaction Documents to deliver any
dividend or other distribution to Secured Party, then if and to the extent that
such dividend or other distribution is received into or credited to the
Collateral Account, Pledgor may instruct Secured Party to satisfy Pledgor’s
obligation to pay or deliver such dividend or other distribution to Secured
Party pursuant to the Collar Transaction Documents by applying such dividend or
distribution to such obligation. Otherwise, so long as no Default Event shall
have occurred and be continuing, Secured Party shall promptly deliver over to
Pledgor any dividends, interest and other distributions received in or credited
to the Collateral Account.


 


(b) At all
times prior to the disposition of any Shares by the Secured Party pursuant to Section 7
hereof, Pledgor shall have the right, from time to time, to vote and to give
consents, ratifications and waivers with respect to the Collateral for all
purposes, provided that the Pledgor agrees that the Pledgor will not vote the
Shares in any manner that is inconsistent with the terms of this Agreement, the
Credit Agreement or any Collateral Transaction Document or would reasonably be
expected to have a material adverse effect on the value of the Shares or the
Secured Party’s interest therein. For the avoidance of doubt, the Secured Party
shall have no voting rights with respect to the Shares, except to the extent
that the Secured Party buys any Shares in a sale or other disposition made
pursuant to Section 7.


 


(c) If a
Default Event shall have occurred and be continuing, all proceeds that are
received by Pledgor shall be received in trust for the benefit of Secured
Party, shall be segregated from other property of Pledgor and shall immediately
be delivered over to Secured Party as Collateral in the same form as received
(with any necessary endorsement).


 


11














 


7.         Remedies upon Default
Events.


 


(a) Subject
to Section 7(b) below, if any Default Event shall have occurred and
be continuing, Secured Party may exercise all the rights of a secured party
under the UCC (whether or not in effect in the jurisdiction where such rights
are exercised) and, in addition, without being required to give any notice,
except as herein provided or as may be required by mandatory provisions of law,
may:


 


(i)           deliver or cause to be delivered to
itself or to an affiliate from the Collateral Account, Collateral consisting of
Shares with a value sufficient to satisfy in full all Secured Obligations,
whereupon Secured Party shall hold such Shares absolutely free from any claim
or right of whatsoever kind, including any equity or right of redemption of
Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor,
to the extent permitted by law, hereby specifically waives all rights of
redemption, stay or appraisal that Pledgor has or may have under any law now
existing or hereafter adopted;


 


(ii)          sell such Collateral as may be
necessary to generate proceeds sufficient to satisfy in full all Secured
Obligations, at public or private sale or at any broker’s board or on any
securities exchange, for cash, upon credit or for future delivery, and at such
price or prices as Secured Party may deem satisfactory;


 


(iii)         collect any amounts payable under the
ISDA Receivable and apply such amounts against any Secured Obligation;


 


(iv)         take any combination of the actions
described in clauses (i), (ii) and (iii) above.


 


Pledgor covenants and
agrees that it will execute and deliver such documents and take such other
action as Secured Party deems necessary or advisable in order that any such
sale, may be made in compliance with law. Upon any such sale Secured Party
shall have the right to deliver, assign and transfer to the buyer thereof the
Collateral so sold. Each buyer at any such sale shall hold the Collateral so
sold absolutely and free from any claim or right of whatsoever kind, including
any equity or right of redemption of Pledgor that may be waived or any other
right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby
specifically waives all rights of redemption, stay or appraisal that Pledgor
has or may have under any law now existing or hereafter adopted. The notice (if
any) of such sale required by Section 9-611 of the UCC shall (1) in
case of a public sale, state the time and place fixed for such sale, (2) in
case of sale at a broker’s board or on a securities exchange, state the board
or exchange at which such sale is to be made and the day on which the
Collateral, or the portion thereof so being sold, will first be offered for
sale at such board or exchange, and (3) in the case of a private sale,
state the day after which such sale may be consummated. Any such public sale
shall be held at such time or times within ordinary business hours and at such
place or places as Secured Party may fix in the notice of such sale. At any
such sale the Collateral may be sold in


 


12

















 


one lot as an entirety or
in separate parcels, as Secured Party may determine. Secured Party shall not be
obligated to make any such sale pursuant to any such notice. Secured Party may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned. In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so sold may be
retained by Secured Party until the sale price is paid by the buyer thereof,
but Secured Party shall not incur any liability in case of the failure of such
buyer to take up and pay for the Collateral so sold and, in case of any such
failure, such Collateral may again be sold upon like notice. Secured Party,
instead of exercising the power of sale herein conferred upon it, may proceed
by a suit or suits at law or in equity to foreclose the Security Interests and
sell the Collateral, or any portion thereof, under a judgment or decree of a
court or courts of competent jurisdiction.


 


(b) The
Pledgor and the Secured Party agree that (i) the Secured Party shall not
be entitled to exercise its remedies hereunder in a manner that would cause it
to become at any one time the beneficial owner of more than 9.9% of the common
shares of the Issuer then outstanding and (ii) the Secured Party will not
sell, in any single transaction, to one or more purchasers, an amount of Shares
representing Shares in excess of 9.9% of the common shares of the Issuer then
outstanding. The Pledgor hereby (x) acknowledges that selling or otherwise
disposing of the Collateral in accordance with the restrictions set forth in
this Section 7(b) may result in prices and terms less favorable to
the Secured Party than those that could be obtained by selling or otherwise
disposing of the Shares in a single transaction to a single purchaser and (y) agrees
and acknowledges that no method of sale or other disposition of Collateral
shall be deemed commercially unreasonable because of any action taken or not
taken by the Secured Party to comply with such restrictions.


 


(c) Pledgor
hereby irrevocably appoints Secured Party its true and lawful attorney, with
full power of substitution, in the name of Pledgor, Secured Party or otherwise,
for the sole use and benefit of Secured Party, but at the expense of Pledgor,
to the extent permitted by law, to exercise, at any time and from time to time
while a Default Event has occurred and is continuing, all or any of the
following powers with respect to all or any of the Collateral:


 


i.             to demand, sue for, collect,
receive and give acquittance for any and all monies due or to become due upon
or by virtue thereof,


 


ii.            to settle, compromise, compound,
prosecute or defend any action or proceeding with respect thereto,


 


iii.           to sell, transfer, assign or
otherwise deal in or with the same or the proceeds or avails thereof, as fully
and effectually as if Secured Party were the absolute owner thereof (including,
without limitation, the giving of instructions and entitlement orders in
respect thereof), and


 


13

















 


iv.           to extend the time of payment of any
or all thereof and to make any allowance and other adjustments with reference
thereto;


 


provided
that Secured Party shall give Pledgor not less than one day’s
prior written notice of the time and place of any sale or other intended
disposition of any of the Collateral, except any Collateral that threatens to
decline speedily in value, including, without limitation, equity securities, or
is of a type customarily sold on a recognized market. Secured Party and Pledgor
agree that such notice constitutes “reasonable authenticated notification of
disposition” within the meaning of Section 9-611 of the UCC. Pledgor and
Secured Party hereby acknowledge and agree that the Shares are of a type (or
are convertible into securities of a type) customarily sold on a recognized
market.


 


(d) Upon any
delivery or sale of all or any part of any Collateral made either under the
power of delivery or sale given hereunder or under judgment or decree in any
judicial proceedings for foreclosure or otherwise for the enforcement of this
Pledge Agreement, Secured Party is hereby irrevocably appointed the true and
lawful attorney of Pledgor, in the name and stead of Pledgor, to make all
necessary deeds, bills of sale, instruments of assignment, transfer or
conveyance of the property, and all instructions and entitlement orders in
respect of the property, thus delivered or sold. For that purpose Secured Party
may execute all such documents, instruments, instructions and entitlement
orders. This power of attorney shall be deemed coupled with an interest, and
Pledgor hereby ratifies and confirms that which Pledgor’s attorney acting under
such power, or such attorney’s successors or agents, shall lawfully do by
virtue of this Pledge Agreement. If so requested by Secured Party or by any
buyer of the Collateral or a portion thereof, Pledgor shall further ratify and
confirm any such delivery or sale by executing and delivering to Secured Party
or to such buyer or buyers at the expense of Pledgor all proper deeds, bills of
sale, instruments of assignment, conveyance or transfer, releases, instructions
and entitlement orders as may be designated in any such request.


 


(e) If a
Default Event shall have occurred and be continuing, Secured Party may proceed
to realize upon the Security Interests in the Collateral against any one or
more of the types of Collateral, at any time, as Secured Party shall determine
in its sole discretion subject to the foregoing provisions of this Section 7.
The proceeds of any sale of, or other realization upon, or other receipt from,
any of the Collateral shall be applied by Secured Party in the following order
of priorities:


 


first, to
the payment to Secured Party of the expenses of such sale or other realization,
including reasonable compensation to the agents and counsel of Secured Party,
and all expenses, liabilities and advances incurred or made by Secured Party in
connection therewith, including brokerage fees in connection with the sale by
Secured Party of any Collateral;


 


second,
to the payment to Secured Party of the aggregate amount (or
the value of any delivery or other performance) owed by Pledgor to Secured
Party under the Secured Obligations;


 


14

















 


finally,
if all of the Secured Obligations have been fully discharged
or sufficient funds have been set aside by Secured Party at the request of
Pledgor for the discharge thereof, any remaining proceeds shall be released to
Pledgor.


 


8.         Netting and Set-off.


 


(a) If on any
date, cash would otherwise be payable or Shares or other property would
otherwise be deliverable pursuant to the Collar Transaction Documents, the
Credit Agreement or this Pledge Agreement, as applicable, by Secured Party to
Pledgor and by Pledgor to Secured Party, and the type of property required to
be paid or delivered by each such party on such date is the same, then, on such
date, each such party’s obligation to make such payment or delivery will be
automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable or deliverable by one such party exceeds the
aggregate amount that would otherwise have been payable or deliverable by the
other such party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable or deliverable to pay or deliver to
the other party the excess of the larger aggregate amount over the smaller
aggregate amount.


 


(b) In
addition to and without limiting any right, for so long as such Default Event
is continuing, to set off that Secured Party may have as a matter of law,
pursuant to contract or otherwise, the occurrence of any Default Event shall
constitute an Event of Default with respect to Pledgor under the Collar
Transaction Documents and an Event of Default with respect to Pledgor under the
Credit Agreement, and Secured Party shall have the right to terminate,
liquidate, accelerate and otherwise close out all transactions under the Collar
Transaction Documents and the Credit Agreement pursuant to the default provisions
thereof and may reduce any amount payable by or other obligation of Secured
Party to Pledgor by its set-off against any amount payable by Pledgor to
Secured Party (whether or not arising under the Collar Transaction Documents or
the Credit Agreement, matured or contingent and irrespective of the currency,
place of payment or place of booking of the obligation). To the extent that
such amounts are set off, such obligations will be discharged promptly and in
all respects. Secured Party shall give notice to Pledgor after any set-off
effected pursuant to this Section 8.


 


(c) In the
exercise of its set-off rights as set forth in this Section 8, upon the
occurrence and during the continuation of a Default Event, Secured Party may
set off any obligation it may have to release from the Security Interests or
return to Pledgor any Collateral pursuant to the terms of this Pledge Agreement
against any right Secured Party or any of its affiliates may have against
Pledgor pursuant to this Pledge Agreement or any other agreement between
Pledgor and Secured Party, including, without limitation, any right to receive
a payment or delivery pursuant to any provision of the Collar Transaction
Documents, the Credit Agreement or this Pledge Agreement. In the case of a
set-off of any obligation to return or replace assets against any right to
receive assets of the same type, such obligation and right shall be set off in
kind. In the case of a set-off of any obligation to return or replace assets
against any right to receive assets of any other type, the value of each of
such obligation and such right shall be reasonably determined by


 


15

















 


Secured Party and the
result of such set-off shall be that the net obligor shall pay or deliver to the
other party an amount of cash or assets, at the net obligor’s option, with a
value (reasonably determined, in the case of a delivery of assets, by Secured
Party) equal to that of the net obligation. In determining the value of any
obligation to release or deliver any securities or right to receive any
securities, the value at any time of such obligation or right shall be
determined by Secured Party by reference to the fair market value of such
securities at such time. If an obligation or right is unascertained at the time
of any such set-off, Secured Party may in good faith estimate the amount or
value of such obligation or right, in which case set-off will be effected in
respect of that estimate, and the relevant party shall account to the other
party at the time such obligation or right is ascertained.


 


9.         Miscellaneous.


 


(a) To the
extent permitted by law, the unenforceability or invalidity of any provision or
provisions of this Pledge Agreement shall not render any other provision or
provisions herein contained unenforceable or invalid.


 


(b) Any
provision of this Pledge Agreement may be amended or waived if, and only if,
such amendment or waiver is in writing and signed, in the case of an amendment,
by Pledgor and Secured Party or, in the case of a waiver, by the party against
whom the waiver is to be effective. No failure or delay by either party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.


 


(c) All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard forms
of telecommunication. Notices to Pledgor shall be directed to Pledgor c/o Neal
Dermer, Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, CO
80112, Telephone: 720-875-5419, Facsimile: 720-875-5915. Notices to Secured
Party before  May 5,
2008 shall be directed to it care of Bank of America, N.A. Attention: Equity
Derivatives Group Middle Office, with copy to Equity Derivatives - Legal at 9
West 57th Street, 40th floor, NY, NY 10019. Notices to Secured Party after  May 5, 2008 shall be
directed to it care of Bank of America, N.A. Attention: Equity Derivatives
Group Middle Office, with copy to Equity Derivatives – Legal* Bank of America
Tower, 3rd Floor, One Bryant Park, NewYork, New York 10036-6715.


 


(d) All
calculations and determinations required hereunder shall be made by Secured
Party acting in good faith and in a reasonable manner.


 


(e)      THIS PLEDGE AGREEMENT AND ALL MATTERS
ARISING OUT OF OR RELATING HERETO SHALL IN ALL RESPECTS BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CHOICE OF LAW DOCTRINE); PROVIDED THAT AS TO COLLATERAL LOCATED IN
ANY


 


16

















 


JURISDICTION
OTHER THAN THE STATE OF NEW YORK, SECURED PARTY SHALL HAVE, IN ADDITION TO ANY
RIGHTS UNDER THE LAW OF THE STATE OF NEW YORK, ALL OF THE RIGHTS TO WHICH A
SECURED PARTY IS ENTITLED UNDER THE LAW OF SUCH OTHER JURISDICTION. THE PARTIES
HERETO HEREBY AGREE CUSTODIAN’S JURISDICTION, WITHIN THE MEANING OF SECTION 8-110(e) OF
THE UCC, INSOFAR AS IT ACTS AS A SECURITIES INTERMEDIARY HEREUNDER OR IN
RESPECT HEREOF, IS THE STATE OF NEW YORK.


 


(f)       EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND
STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN
ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY, TO THE EXTENT PERMITTED BY APPLICABLE
LAW.


 


(g)      EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS PLEDGE AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(h) This
Pledge Agreement may be executed, acknowledged and delivered in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one and the same agreement.


 


(i) The
parties hereto agree and acknowledge that this Pledge Agreement and the Credit
Agreement shall each be a “Credit Support Document” (as defined in the Collar
Transaction Documents) under the Collar Transaction Documents with respect to
Pledgor.


 


(j) Pledgor
and Secured Party hereby agree that Section 7 of the ISDA Master
constituting part of the Collar Transaction Documents shall not apply to
Pledgor to the extent necessary for Pledgor to grant a security interest in the
ISDA Receivable to Secured Party hereunder and for Secured Party to exercise the
remedies set forth herein.


 


(k) Pledgor
and Secured Party hereby agree that (a) the Credit Agreement, together
with this Pledge Agreement, is a “securities contract” (as defined in Section 741(7) of
the United States Bankruptcy Code (the “Bankruptcy
Code”),  (b) this
Pledge Agreement and the Parent Guarantee entered into in connection with the
Collar Transaction Documents are or will be a “security agreement or
arrangement” or other “credit enhancement” that forms a part of such “securities
contract” within the meaning of Section 362 of the Bankruptcy Code and (c) all
transfers of cash, securities or other property under or in connection with the
Credit Agreement or the Collar Transaction (including all pledges under this
Pledge Agreement) to Secured Party are “transfers” made “by or to (or for the
benefit of)” Secured Party as a “financial institution” or a


 


17

















 


“financial participant”
(each as defined in the Bankruptcy Code) within the meaning of Section 546(e) of
the Bankruptcy Code and are “in connection with” a “securities contract” within
the meaning of Section 546(e) and 548(d)(2) of the Bankruptcy
Code.


 


(l) Whenever
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party. All the covenants and
agreements herein contained by or on behalf of Pledgor and Secured Party shall
bind, and inure to the benefit of, such party’s respective successors and
assigns whether so expressed or not, and shall be enforceable by and inure to
the benefit of the other party and its successors and assigns. Subject to the
following, neither Pledgor nor Secured Party may assign its rights or
obligations under this Pledge Agreement, except with the prior written consent
of the other party, and any purported assignment without such prior written
consent shall be void and of no effect. Notwithstanding the foregoing, Secured
Party may, from time to time, without the consent of Pledgor assign all of its
rights and obligations hereunder to an Eligible Assignee (as defined in the
Credit Agreement) to which the Credit Agreement has been assigned provided that, Secured Party shall also
assign its rights and obligations under the Collar Transaction Documents to the
same extent and in connection with its assignment of the Credit Agreement to
such Eligible Assignee, pursuant to the terms thereof.


 


10.       Termination
of Pledge Agreement. This Pledge Agreement and the rights granted by
Pledgor in the Collateral shall cease and terminate upon satisfaction in full
of all of the Secured Obligations. Any Collateral remaining at the time of such
termination shall be fully released and discharged from the Security Interests
and delivered to Pledgor by Secured Party, all at the request and expense of
Pledgor.


 


11.       Relationship
to Collar Transaction Documents. The parties hereto acknowledge and
agree that (a) in no event shall any provision of this Pledge Agreement,
or the performance hereof, constitute a breach or violation of, or default under,
the Collar Transaction Documents and (b) in the event that, upon execution
of documentation replacing and superseding the Transaction Acknowledgement, any
relevant provisions of the Collar Transaction Documents then in effect differ
in any material respect from those of the Transaction Acknowledgement, the
parties will negotiate in good faith to modify this Agreement in a manner that
preserves the economic intent of the parties and the Lien intended to be
created hereby.


 


18

















 


IN WITNESS
WHEREOF, the parties have signed this Pledge Agreement as of the date and year
first above written.


 


	
  PLEDGOR:

  	
   

  	
  SECURED
  PARTY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GREENLADY II, LLC

  	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
  By:

  	
  Greenlady Corp., its sole Managing member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David J.A. Flowers

  	
   

  	
  By:

  	
  /s/ William Brett

  
	
   

  	
  Name:

  	
  David J.A. Flowers

  	
   

  	
   

  	
  Name: William
  Brett

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  	
  Title: Managing
  Director

  



 


 


	
  Accepted and agreed solely for purposes of

  	
   

  
	
  Sections 2(b) and 9(e) hereof:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William
  Brett

  	
   

  
	
   

  	
  Name: William
  Brett

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  



 


 


Signature Page- Pledge Agreement


 

















 


SCHEDULE 1


 


	
   

  	
  Tranches under

  the Credit

  Agreement

  	
   

  	
  Share Allocations as of

  April 9, 2008

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  36,960,114

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  26,718,446

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  21,121,697

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  22,426,211

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  27,175,982

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  35,597,550

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Shares:

  	
   

  	
  170,000,000

  	
   

  	
   

  	
   

  



 


 


Signature Page - Pledge Agreement