Unassociated Document


    EXECUTION
      COPY

    


    PLEDGE
      AGREEMENT

    


    THIS
      PLEDGE AGREEMENT,
      made as
      of this 20th day of November, 2008 (this “Agreement”),
      is
      between GOTO
      COLLEGE HOLDINGS, INC.,
      a
      Delaware corporation (“Pledgor”),
      and
VIKING
      ASSET MANAGEMENT, LLC,
      a
      California limited liability company, in its capacity as collateral agent for
      the Buyers identified below (in such capacity, together with its successors
      and
      assigns, the “Pledgee”).
      

    


    WHEREAS:

    


    A. MRU
      Holdings, Inc., a Delaware corporation (the “Company”)
      has
      executed and delivered to each of the Buyers (as defined below) those certain
      secured senior notes each made by the Company and dated as of October 19, 2007
      in an original aggregate principal amount of $11,200,000 (such
      notes, together with any promissory notes or other securities issued in exchange
      or substitution therefor or replacement thereof, and as any of the same may
      be
      amended, supplemented, restated or modified and in effect from time to time,
      the
“Notes”).
      The
      Notes were issued pursuant to a certain Securities Purchase Agreement dated
      as
      of October 19, 2007 (as the same may be amended, restated, supplemented or
      otherwise modified, the “Purchase
      Agreement”),
      among
      the Company and Longview
      Marquis Master Fund, L.P., a British Virgin Islands limited partnership
      (including as successor to The Longview Fund, L.P., a California limited
      partnership, under the Purchase Agreement (as defined below), “Marquis”;
      Marquis, together with its successors and assigns and each other holder of
      a
      Note (as defined below) and their respective successors and assigns,
      individually and collectively, the “Buyers”),
      and
      pursuant to which the Buyers have made certain loans (“Loans”)
      to the
      Company.

    


    B. The
      Pledgor legally and beneficially owns one hundred percent (100%) of the issued
      and outstanding shares of capital stock or other equity interests of each of
      EMBARK CORP., a Delaware corporation (“Embark”),
      and
      EMBARK ONLINE, INC., a Delaware corporation (“Embark
      Online”)
      (each
      of Embark, Embark Online and each other corporation or other entity, the capital
      stock or other equity interests of which are owned or acquired by Pledgor and
      described on an addendum hereto from time to time executed by Pledgor in form
      and substance satisfactory to Pledgee, is referred to herein as a “Pledged
      Entity”
and
      collectively as the “Pledged
      Entities”).

     

    C. Pursuant
      to a Security Agreement of even date herewith by and among Pledgor, the other
      entities party thereto as “Debtors” and Pledgee (as the same may be amended,
      restated, modified or supplement and in effect from time to time, the
“Security
      Agreement”),
      Pledgor has granted Pledgee, for its benefit and the benefit of the Buyers,
      a
      first priority security interest in, lien upon and pledge of its rights in
      the
      Collateral (as defined in the Security Agreement).

    


    D. Pursuant
      to a Guaranty dated as of October 19, 2007 by and among Pledgor, the other
      entities party thereto as “Guarantors” in favor of Pledgee (as the same may be
      amended, restated, supplemented or otherwise modified and in effect from time
      to
      time, the “Guaranty”),
      Pledgor has guaranteed the Obligations (as defined therein) in favor of Pledgee
      (on its behalf and on behalf of the Buyers).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    E. Pledgor
      is a direct subsidiary of the Company and, as such, will derive substantial
      benefit and advantage from the continued financial accommodations to the Company
      set forth in the Purchase Agreement and the Notes, and it will be to Pledgor’s
      direct interest and economic benefit to assist the Company in continuing to
      procure said financial accommodations from Buyers.

    


    F. The
      Company, Pledgor, Embark, Embark Online, IEMPOWER, INC., a Delaware corporation
      (“iempower”),
      MRU
      ORIGINATIONS, INC., a Delaware corporation (“MRU
      Originations”),
      MRU
      UNIVERSAL GUARANTY AGENCY, INC., a Delaware corporation (“MRU
      Universal”;
      together with Pledgor, Embark, Embark Online, iempower, MRU Originations, is
      hereinafter sometimes referred to individually as a “Debtor”
and,
      collectively, as the “Debtors”),
      Buyers and Pledgee have entered into that certain Third Amendment of even date
      herewith (as the same may be amended, restated, supplemented or otherwise
      modified and in effect from time to time, the “Third
      Amendment”),
      pursuant to which the Company and the Buyers have agreed to amend certain
      provisions of the Purchase Agreement.

    


    G. To
      induce
      the Buyers to continue to make financial accommodations to the Company under
      the
      Purchase Agreement and to enter into the Third Amendment, and in order to secure
      the payment and performance by Pledgor of the Liabilities, Pledgor has agreed
      to
      pledge to Pledgee all of the capital stock and other equity interests and
      securities of Pledged Entities now or hereafter owned or acquired by
      Pledgor.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and in order to induce the Buyers to purchase
      the
      Notes under the Purchase Agreement and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Pledgor hereby agrees with Pledgee as follows:

    


    1. Defined
      Terms.
      Unless
      otherwise defined herein, all capitalized terms used herein shall have the
      meanings given them in the Purchase
      Agreement. In addition, as used herein:

     

    “Event
      of Default”
shall
      have the meaning set forth in the Notes. 

     

    “Governmental
      Authority”
shall
      mean the government of the United States of America or any other nation, or
      any
      political subdivision thereof, whether state or local, or any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administration powers
      or
      functions of or pertaining to government over Pledgor or any of its
      Subsidiaries, or any of their respective properties, assets or
      undertakings.

     

    “Liabilities”
shall
      mean all obligations, liabilities and indebtedness of every nature of Pledgor
      from time to time owed or owing under or in respect of this Agreement, the
      Guaranty and any of the other Security Documents, as the case may be, including,
      without limitation, the principal amount of all debts, claims and indebtedness,
      accrued and unpaid interest and all fees, costs and expenses, whether primary,
      secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from
      time to time hereafter owing, due or payable whether before or after the filing
      of a bankruptcy, insolvency or similar proceeding under applicable federal,
      state, foreign or other law and whether or not an allowed claim in any such
      proceeding.

     


    
      
        
        

      

      
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    “Lien”
shall
      have the meaning set forth in the Purchase Agreement.

     

    2. Pledge.
      Pledgor
      hereby pledges, assigns, hypothecates, transfers, delivers and grants to
      Pledgee, for the benefit of itself and the Buyers, a first Lien on and first
      priority perfected security interest in (i) all of the capital stock or other
      equity interests of Pledged Entities now owned or hereafter acquired by Pledgor
      (collectively, the “Pledged
      Shares”),
      (ii)
      all other property hereafter delivered to, or in the possession or in the
      custody of, Pledgee, in substitution for or in addition to the Pledged Shares,
      (iii) the properties of Pledgor which is described in Section
      6
      below,
      whether now or hereafter delivered to, or in the possession or custody of
      Pledgor, and (iv) all proceeds of the collateral described in the preceding
      clauses
      (i),
      (ii)
      and
(iii)
      (the
      collateral described in clauses
      (i)
      through
(iv)
      of this
Section
      2
      being
      collectively referred to as the “Pledged
      Collateral”),
      as
      collateral security for the prompt and complete payment and performance when
      due
      (whether at the stated maturity, by acceleration or otherwise) of the
      Liabili-ties. All of the Pledged Shares now owned by Pledgor, if any, which
      are
      presently represented by certificates are listed on Exhibit A
      hereto,
      which certificates, with undated assignments separate from certificates or
      stock
      powers duly executed in blank (which assignments separate from certificates
      or
      stock powers may be filled in and completed at any time upon the occurrence
      of
      any Event of Default) by Pledgor and irrevocable proxies, are being delivered
      to
      Pledgee simultaneously herewith. Upon the creation or acquisition of any new
      Pledged Shares, Pledgor shall execute an addendum in the form of Exhibit
      B
      attached
      hereto (a “Pledge
      Addendum”).
      Any
      Pledged Collateral described in a Pledge Addendum executed by Pledgor shall
      thereafter be deemed to be listed on Exhibit
      A
      hereto.
      Pledgee shall maintain possession and custody of the certificates representing
      the Pledged Shares and any additional Pledged Collateral.

     

    3. [Reserved].

     

    4. Representations
      and Warranties of Pledgor. Pledgor
      represents and warrants to Pledgee, and covenants with Pledgee,
      that:

     

    (a) Exhibit
      A
      sets
      forth (i) the authorized capital stock or other equity interests of each Pledged
      Entity, (ii) the number of shares of capital stock or other equity interests
      of
      each Pledged Entity that are issued and outstanding as of the date hereof,
      and
      (iii) the percentage of the issued and outstanding shares of capital stock
      or
      other equity interests of each Pledged Entity held by Pledgor. Pledgor has
      the
      power to transfer the Pledged Collateral and is the record and beneficial owner
      of, and has good and marketable title to, the Pledged Shares, and such shares
      are and will remain free and clear of all Liens except the Liens and security
      interests in favor of Pledgee created by this Agreement;

     

    (b) except
      as
      set forth on Exhibit
      A,
      there
      are no outstanding options, warrants or other similar agreements with respect
      to
      the Pledged Shares or any of the other Pledged Collateral;

     


    
      
        
        

      

      
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    (c) this
      Agreement is the legal, valid and binding obligation of Pledgor, enforceable
      against Pledgor in accordance with its terms;

     

    (d) the
      Pledged Shares have been duly and validly authorized and issued, are fully
      paid
      and non-assessable (as applicable), and the Pledged Shares listed on
Exhibit
      A
      constitute all of the issued and outstanding capital stock or other equity
      interests of Pledged Entities;

     

    (e) no
      consent, approval or authorization of or designation or filing with any
      governmental or regulatory authority on the part of Pledgor is required in
      connection with the pledge and security interest granted under this
      Agreement;

     

    (f) the
      execution, delivery and performance of this Agreement will not violate any
      provision of any applicable law or regulation or of any order, judgment, writ,
      award or decree of any court, arbitrator or Governmental Authority, domestic
      or
      foreign, or of the articles or certificate of incorporation, bylaws or
      any other similar organizational documents of
      Pledgor or any Pledged Entity or of any securities issued by Pledgor or any
      Pledged Entity or of any mortgage, indenture, lease, contract, or other
      agreement, instrument or undertaking to which Pledgor or any Pledged Entity
      is a
      party or which purports to be binding upon Pledgor or any Pledged Entity or
      upon
      any of the assets of Pledgor or any Pledged Entity, and will not result in
      the
      creation or imposition of any Lien in any of the assets of Pledgor or any
      Pledged Entity, except as otherwise contemplated by this Agreement;

     

    (g) the
      pledge, assignment and delivery of the Pledged Shares and the other Pledged
      Collateral pursuant to this Agreement creates a valid first Lien on and
      perfected first priority security interest in such Pledged Shares and Pledged
      Collateral and the proceeds thereof in favor of Pledgee, subject to no prior
      Lien or to any agreement purporting to grant to any third party a security
      interest in the property or assets of Pledgor which would include the Pledged
      Shares or any other Pledged Collateral. Pledgor covenants and agrees that it
      will defend, for the benefit of Pledgee, Pledgee’s right, title and security
      interest in and to the Pledged Shares, the other Pledged Collateral and the
      proceeds thereof against the claims and demands of all other persons or
      entities; and

     

    (h) Pledgor
      (i) will not become a person whose property or interests in property are blocked
      or subject to blocking pursuant to Section 1 of Executive Order 13224 of
      September 23, 2001 Blocking Property and Prohibiting Transactions with Persons
      Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001),
      (ii) will not engage in any dealings or transactions prohibited by Section
      2 of
      such executive order, or (iii) will not otherwise become a person on the list
      of
      Specially Designated Nationals and Blocked Persons or subject to the limitations
      or prohibitions under any other Office of Foreign Asset Control regulation
      or
      executive order.

     

    5. [Reserved].

     

    6. Dividends,
      Distributions, Etc. If,
      while
      this Agreement is in effect, Pledgor shall become entitled to receive or shall
      receive any certificate (including, without limitation, any certificate
      representing a dividend or a distribution in connection with any
      reclassification, increase or reduction of capital, or issued in connection
      with
      any reorganization, merger or consolidation), or any options or rights, whether
      as an addition to, in substitution for, or in exchange for any of the Pledged
      Shares or otherwise, Pledgor agrees, in each case, to accept the same as
      Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the
      same promptly (but in any event within three days) to Pledgee in the exact
      form
      received, with the endorsement of Pledgor when necessary and/or with appropriate
      undated assignments separate from certificates or stock powers duly executed
      in
      blank (which assignments separate from certificates or stock powers may be
      filled in and completed at any time upon the occurrence of any Event of
      Default), to be held by Pledgee subject to the terms hereof, as additional
      Pledged Collateral. Pledgor shall promptly deliver to Pledgee (i) a Pledge
      Addendum with respect to such additional certificates, and (ii) any financing
      statements or amendments to financing statements as requested by Pledgee.
      Pledgor hereby authorizes Pledgee to attach each Pledge Addendum to this
      Agreement. In case any distribution of capital shall be made on or in respect
      of
      the Pledged Shares or any property shall be distributed upon or with respect
      to
      the Pledged Shares pursuant to the recapitalization or reclassification of
      the
      capital of the issuer thereof or pursuant to the reorganization thereof, the
      property so distributed shall be delivered to Pledgee to be held by it as
      additional Pledged Collateral. All sums of money and property so paid or
      distributed in respect of the Pledged Shares which are received by Pledgor
      shall, until paid or delivered to Pledgee, be held by Pledgor in trust as
      additional Pledged Collateral.

     


    
      
        
        

      

      
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    7. Voting
      Rights; Dividends; Certificates.

     

    (a) So
      long
      as no Event of Default has occurred and is continuing, Pledgor shall be entitled
      (subject to the other provisions hereof, including, without limitation,
Section
      10
      below)
      to exercise its voting and other consensual rights with respect to the Pledged
      Shares and otherwise exercise the incidents of ownership thereof in any manner
      not inconsistent with this Agreement or the Purchase Agreement and the other
      Transaction Documents. Pledgor hereby grants to Pledgee or its nominee, an
      irrevocable proxy to exercise all voting and corporate rights relating to the
      Pledged Shares in any instance, which proxy shall be effective, at the
      discretion of Pledgee, upon the occurrence and during the continuance of an
      Event of Default. Upon
      the
      request of Pledgee at any time, Pledgor agrees to deliver to Pledgee such
      further evidence of such irrevocable proxy or such further irrevocable proxies
      to vote the Pledged Shares as Pledgee may request.

     

    (b) Subject
      to any sale or other disposition by Pledgee of the Pledged Shares, any other
      Pledged Collateral or other property pursuant to this Agreement, upon the
      indefeasible full payment in cash, satisfaction and termination of all of the
      Liabilities and the termination of this Agreement pursuant to Section
      13
      hereof
      and of the Liens and security interests hereby granted, the Pledged Shares,
      the
      other Pledged Collateral and any other property then held as part of the Pledged
      Collateral in accordance with the provisions of this Agreement shall be promptly
      returned to Pledgor or to such other persons or entities as shall be legally
      entitled thereto.

     

    8. Rights
      of Pledgee. Pledgee
      shall maintain the custody, safekeeping and physical preservation of the Pledged
      Shares in the same manner as Pledgee deals with similar property for its own
      account. Pledgee
      shall not be liable for failure to collect or realize upon the Liabilities
      or
      any collateral security or guaranty therefor, or any part thereof, or for any
      delay in so doing, nor shall Pledgee be under any obligation to take any action
      whatsoever with regard thereto. Any or all of the Pledged Shares held by Pledgee
      hereunder may, if an Event of Default has occurred and is continuing, without
      notice, be registered in the name of Pledgee or its nominee, and Pledgee or
      its
      nominee may thereafter without notice exercise all voting and corporate rights
      at any meeting with respect to any Pledged Entity and exercise any and all
      rights of conversion, exchange, subscription or any other rights, privileges
      or
      options pertaining to any of the Pledged Shares as if it were the absolute
      owner
      thereof, including, without limitation, the right to vote in favor of, and
      to
      exchange at its discretion any and all of the Pledged Shares upon, the merger,
      consolidation, reorganization, recapitalization or other readjustment with
      respect to any Pledged Entity or upon the exercise by any Pledged Entity,
      Pledgor or Pledgee of any right, privilege or option pertaining to any of the
      Pledged Shares, and in connection therewith, to deposit and deliver any and
      all
      of the Pledged Shares with any committee, depository, transfer agent, registrar
      or other designated agency upon such terms and conditions as Pledgee may
      reasonably determine, all without liability except to account for property
      actually received by Pledgee, but Pledgee shall have no duty to exercise any
      of
      the aforesaid rights, privileges or options and shall not be responsible for
      any
      failure to do so or delay in so doing.

     


    
      
        
        

      

      
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    9. Remedies. Upon
      the
      occurrence and during the continuance of an Event of Default, Pledgee may
      exercise in respect of the Pledged Collateral, in addition to other rights
      and
      remedies provided for herein or otherwise available to it, all the rights and
      remedies of a secured party under the Uniform Commercial Code (“UCC”)
      in
      effect in the State of New York from time to time, whether or not the UCC
      applies to the affected Pledged Collateral (or the Uniform Commercial Code
      as in
      effect in any other relevant jurisdiction). Pledgee also, without demand of
      performance or other demand, advertisement or notice of any kind (except the
      notice specified below of time and place of public or private sale) to or upon
      Pledgor or any other person or entity (all and each of which demands,
      advertisements and/or notices are hereby expressly waived), may forthwith
      collect, receive, appropriate and realize upon the Pledged Collateral, or any
      part thereof, and/or may forthwith date and otherwise fill in the blanks on
      any
      assignments separate from certificates or stock power or otherwise sell, assign,
      give an option or options to purchase, contract to sell or otherwise dispose
      of
      and deliver said Pledged Collateral, or any part thereof, in one or more
      portions at one or more public or private sales or dispositions, at any exchange
      or broker’s board or at any of Pledgee’s offices or elsewhere upon such terms
      and conditions as Pledgee may deem advisable and at such prices as it may deem
      best, for any combination of cash and/or securities or other property or on
      credit or for future delivery without assumption of any credit risk, with the
      right to Pledgee upon any such sale, public or private, to purchase the whole
      or
      any part of said Pledged Collateral so sold, free of any right or equity of
      redemption in Pledgor, which right or equity is hereby expressly waived or
      released. Pledgee shall apply the net proceeds of any such collection, recovery,
      receipt, appropriation, realization, sale or disposition, after deducting all
      costs and expenses of every kind incurred therein or incidental to the
      safekeeping of any and all of the Pledged Collateral or in any way relating
      to
      the rights of Pledgee hereunder, including attorneys’ fees and legal expenses,
      to the payment, in whole or in part, of the Liabilities, in such order as
      Pledgee may elect. Pledgor shall remain liable for any deficiency remaining
      unpaid after such application. Only after so paying over such net proceeds
      and
      after the payment by Pledgee of any other amount required by any provision
      of
      law, including, without limitation, Section 9-608 of the UCC, need Pledgee
      account for the surplus, if any, to Pledgor. Pledgor agrees that Pledgee will
      give reasonable notice (such reasonable notice to be determined by Pledgee
      in
      its sole and absolute discretion) of the time and place of any public sale
      or of
      the time after which a private sale or other intended disposition is to take
      place. No notification need be given to Pledgor if it has signed after default
      a
      statement renouncing or modifying any right to notification of sale or other
      intended disposition. The rights, remedies and powers conferred by this
Section
      9
      are in
      addition to, and not in substitution for, any other rights, remedies or powers
      that Pledgee may have under any Transaction Document, at law, in equity or
      by or
      under the UCC or any other statute or agreement. Pledgee may proceed by way
      of
      any action, suit or other proceeding at law or in equity and no right, remedy
      or
      power of Pledgee will be exclusive of or dependent on any other. Pledgee may
      exercise any of its rights, remedies or powers separately or in combination
      and
      at any time.

     


    
      
        
        

      

      
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    10. No
      Disposition, Etc. Pledgor
      agrees that it will not sell, assign, transfer, exchange, or otherwise dispose
      of, or grant any option with respect to, the Pledged Shares or any other Pledged
      Collateral, nor will Pledgor create, incur or permit to exist any Lien with
      respect to any of the Pledged Shares or any other Pledged Collateral, or any
      interest therein, or any proceeds thereof, except for the Lien and security
      interest of Pledgee provided for by this Agreement and the Security
      Agreement.

     

    11. Sale
      of Pledged Shares.

     

    (a) Pledgor
      recognizes that Pledgee may be unable to effect a public sale or disposition
      (including, without limitation, any disposition in connection with a merger
      of a
      Pledged Entity) of any or all the Pledged Shares by reason of certain
      prohibitions contained in the Securities Act of 1933, as amended (the
“1933
      Act”),
      and
      applicable state securities laws, but may be compelled to resort to one or
      more
      private sales or dispositions thereof to a restricted group of purchasers who
      will be obliged to agree, among other things, to acquire such securities for
      their own account, for investment and not with a view to the distribution or
      resale thereof. Pledgor acknowledges and agrees that any such private sale
      or
      disposition may result in prices and other terms (including the terms of any
      securities or other property received in connection therewith) less favorable
      to
      the seller than if such sale or disposition were a public sale or disposition
      and, notwithstanding such circumstances, agrees that any such private sale
      or
      disposition shall be deemed to be reasonable and affected in a commercially
      reasonable manner. Pledgee shall be under no obligation to delay a sale or
      disposition of any of the Pledged Shares in order to permit Pledgor or a Pledged
      Entity to register such securities for public sale under the 1933 Act, or under
      applicable state securities laws, even if Pledgor or a Pledged Entity would
      agree to do so.

     

    (b) Pledgor
      further agrees to do or cause to be done all such other acts and things as
      may
      be reasonably necessary to make such sales or dispositions of the Pledged Shares
      valid and binding and in compliance with any and all applicable laws,
      regulations, orders, writs, injunctions, decrees or awards of any and all
      courts, arbitrators or governmental instrumentalities, domestic or foreign,
      having jurisdiction over any such sales or dispositions, all at Pledgor's
      expense. Pledgor further agrees that a breach of any of the covenants contained
      in Sections
      6,
      7(a),
      10,
      11
      and
26
      will
      cause irreparable injury to Pledgee and that Pledgee has no adequate remedy
      at
      law in respect of such breach and, as a consequence, agrees, without limiting
      the right of Pledgee to seek and obtain specific performance of other
      obligations of Pledgor contained in this Agreement, that each and every covenant
      referenced above shall be specifically enforceable against Pledgor, and Pledgor
      hereby waives and agrees not to assert any defenses against an action for
      specific performance of such covenants.

     


    
      
        
        

      

      
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    (c) Pledgor
      further agrees to indemnify and hold harmless the Buyers, Pledgee and their
      respective successors and assigns, their respective officers, directors,
      employees, attorneys and agents, and any person or entity in control of any
      thereof, from and against any loss, liability, claim, damage and expense,
      including, without limitation, legal fees and expenses (in this paragraph
      collectively called the “Indemnified
      Liabilities”),
      under
      federal and state securities laws or otherwise insofar as such Indemnified
      Liability (i) arises out of or is based upon any untrue statement or alleged
      untrue statement of a material fact contained in any registration statement,
      prospectus or offering memorandum or in any preliminary prospectus or
      preliminary offering memorandum or in any amendment or supplement to any thereof
      or in any other writing prepared in connection with the offer, sale or resale
      of
      all or any portion of the Pledged Collateral unless such untrue statement of
      material fact was provided by Pledgee, in writing, specifically for inclusion
      therein, or (ii) arises out of or is based upon any omission or alleged omission
      to state therein a material fact required to be stated or necessary to make
      the
      statements therein not misleading, such indemnification to remain operative
      regardless of any investigation made by or on behalf of Pledgee or any successor
      thereof, or any person or entity in control of any thereof. In connection with
      a
      public sale or other distribution, Pledgor will provide customary
      indemnification to any underwriters, their successors and assigns, officers
      and
      directors and each person or entity who controls any such underwriter (within
      the meaning of the 1933 Act). If and to the extent that the foregoing
      undertakings in this paragraph may be unenforceable for any reason, Pledgor
      agrees to make the maximum contribution to the payment and satisfaction of
      each
      of the Indemnified Liabilities which is permissible under applicable law. The
      obligations of Pledgor under this paragraph
      (c)
      shall
      survive any termination of this Agreement.

     

    (d) Pledgor
      further agrees to waive any and all rights of subrogation it may have against
      a
      Pledged Entity upon the sale or disposition of all or any portion of the Pledged
      Collateral by Pledgee pursuant to the terms of this Agreement until the
      termination of this Agreement in accordance with Section
      13
      below.

     

    12. No
      Waiver; Cumulative Remedies.
      Pledgee
      shall not by any act, delay, omission or otherwise be deemed to have waived
      any
      of its remedies hereunder, and no waiver by Pledgee shall be valid unless in
      writing and signed by Pledgee, and then only to the extent therein set forth.
      A
      waiver by Pledgee of any right or remedy hereunder on any one occasion shall
      not
      be construed as a bar to any right or remedy which Pledgee would otherwise
      have
      on any further occasion. No course of dealing between Pledgor and Pledgee and
      no
      failure to exercise, nor any delay in exercising on the part of Pledgee or
      the
      Buyers of, any right, power or privilege hereunder or under the other
      Transaction Documents shall impair such right or remedy or operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. The rights and remedies herein
      provided are cumulative and may be exercised singly or concurrently, and are
      not
      exclusive of any rights or remedies provided by law or in the Purchase
      Agreement.

     

    13. Termination. (a) This
      Agreement and the Liens and security interests granted hereunder shall
      terminate, (b) Pledgee shall promptly return any Pledged Collateral then held
      by
      Pledgee in accordance with the provisions of this Agreement to Pledgor, and
      (c)
      Pledgee shall, at the expense of Pledgor, promptly after Pledgee’s receipt of
      Pledgor’s written request, execute and deliver to Pledgor such documents as
      Pledgor shall reasonably request in writing, to evidence such termination
      described in clause (a) herein and the return of such Pledged Collateral to
      Pledgor, upon the termination of the Notes and the full and complete performance
      and indefeasible satisfaction of all of the Liabilities (including, without
      limitation, the indefeasible payment in full in cash of all such Liabilities)
      and with respect to which claims have been asserted by Pledgee and/or
      Buyers.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    14. Possession
      of Pledged Collateral. Beyond
      the exercise of reasonable care to assure the safe custody of the Pledged Shares
      in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor
      any
      nominee of Pledgee, shall have any duty or liability to collect any sums due
      in
      respect thereof or to protect, preserve or exercise any rights pertaining
      thereto (including any duty to ascertain or take action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relating to the
      Pledged Collateral and any duty to take any necessary steps to preserve rights
      against any parties with respect to the Pledged Collateral), and shall be
      relieved of all responsibility for the Pledged Collateral upon surrendering
      them
      to Pledgor. Pledgor assumes the responsibility for being and keeping itself
      informed of the financial condition of a Pledged Entity and of all other
      circumstances bearing upon the risk of non-payment of the Liabilities, and
      Pledgee shall have no duty to advise Pledgor of information known to Pledgee
      regarding such condition or any such circumstance. Pledgee shall have no duty
      to
      inquire into the powers of a Pledged Entity or its officers, directors,
      managers, members, partners or agents thereof acting or purporting to act on
      its
      behalf. 

     

    15. Taxes
      and Expenses.
      Pledgor
      will upon demand pay to Pledgee, (a) any taxes (excluding income taxes,
      franchise taxes or other taxes levied on gross earnings, profits or the like
      of
      Pledgee) payable or ruled payable by any Governmental Authority in respect
      of
      this Agreement, together with interest and penalties, if any, and (b) all
      expenses, including the fees and expenses of counsel for Pledgee and of any
      experts and agents that Pledgee may incur in connection with (i) the
      administration, modification or amendment of this Agreement, (ii) the custody
      or
      preservation of, or the sale of, collection from, or other realization upon,
      any
      of the Pledged Collateral, (iii) the exercise or enforcement of any of the
      rights of Pledgee hereunder, or (iv) the failure of Pledgor to perform or
      observe any of the provisions hereof.

     

    16. Pledgee
      Appointed Attorney-In-Fact.
      Pledgor
      hereby irrevocably appoints Pledgee as Pledgor’s attorney-in-fact, with full
      authority in the place and stead of Pledgor and in the name of Pledgor or
      otherwise, from time to time in Pledgee’s discretion, to take any action and to
      execute any instrument that Pledgee deems reasonably necessary or advisable
      to
      accomplish the purposes of this Agreement, including, without limitation, (i)
      to
      receive, endorse and collect all instruments made payable to Pledgor
      representing any dividend, interest payment or other distribution in respect
      of
      the Pledged Collateral or any part thereof and to give full discharge for the
      same, when and to the extent permitted by this Agreement and (ii) to complete
      any assignment separate from certificate delivered hereunder; provided that
      the
      power of attorney granted hereunder shall only be exercised by Pledgee after
      the
      occurrence and during the continuance of an Event of Default. The power of
      attorney granted hereunder is a power coupled with an interest and shall be
      irrevocable until the Liabilities are indefeasibly paid in full in cash and
      this
      Agreement is terminated in accordance with Section
      13
      hereof

     


    
      
        
        

      

      
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    17. Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than the State
      of
      New York. Each party hereby irrevocably submits to the non-exclusive
      jurisdiction of the state and federal courts sitting in the City of New York,
      borough of Manhattan, for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Notwithstanding the foregoing, the Pledgee may enforce its rights and remedies
      in any other jurisdiction applicable to the Pledged Collateral. EACH PARTY
      HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
      A
      JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
      HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

    18. Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party;
      provided that a facsimile, .pdf or similar electronically transmitted signature
      shall be considered due execution and shall be binding upon the signatory
      thereto with the same force and effect as if the signature were an original
      signature.

     

    19. Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    20. Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    21. Entire
      Agreement; Amendments.
      This
      Agreement supersedes all other prior oral or written agreements between Pledgor,
      Pledgee, the Buyers and their affiliates and persons acting on their behalf
      with
      respect to the matters discussed herein, and this Agreement and the Transaction
      Documents and instruments referenced herein and therein contain the entire
      understanding of the parties with respect to the matters covered herein and
      therein.

     

    22. Notices.
      All
      notices, approvals, requests, demands and other communications hereunder shall
      be delivered or made in the manner set forth in, and shall be effective in
      accordance with the terms of, the Purchase Agreement, in the case of
      communications to the Collateral Agent, directed to the notice address set
      forth
      below Collateral Agent’s signature hereto.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    23. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns, including any purchasers of the Notes.
      Pledgor shall not assign this Agreement or any rights or obligations hereunder
      without the prior written consent of Pledgee. Pledgee may assign its rights
      hereunder without the consent of Pledgor, in which event such assignee shall
      be
      deemed to be Pledgee hereunder with respect to such assigned
      rights.

     

    24. No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person or entity.

     

    25. Survival.
      All
      representations, warranties, covenants and agreements of Pledgor and Pledgee
      shall survive the execution and delivery of this Agreement.

     

    26. Further
      Assurances.
      Pledgor
      agrees that at any time and from time to time upon the written request of
      Pledgee, Pledgor will execute and deliver all assignments separate from
      certificates or stock powers, financing statements and such further documents
      and do such further acts and things as Pledgee may reasonably request consistent
      with the provisions hereof in order to carry out the intent and accomplish
      the
      purpose of this Agreement and the consummation of the transactions contemplated
      hereby.

     

    27. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    28. Pledgee
      Authorized.
      Pledgor
      hereby authorizes Pledgee to file one or more financing or continuation
      statements and amendments thereto (or similar documents required by any laws
      of
      any applicable jurisdiction) relating to all or any part of the Pledged Shares
      or other Pledged Collateral without the signature of Pledgor.

     

    29. Pledgee
      Acknowledgement.
      Pledgor
      acknowledges receipt of an executed copy of this Agreement. The Pledgor waives
      the right to receive any amount that it may now or hereafter be entitled to
      receive (whether by way of damages, fine, penalty, or otherwise) by reason
      of
      the failure of the Pledgee to deliver to the Pledgor a copy of any financing
      statement or any statement issued by any registry that confirms registration
      of
      a financing statement relating to this Agreement.

     

    30. Collateral
      Agent.
      The
      terms and provisions of Section
      5.11
      of the
      Security Agreement which set forth the appointment of the Collateral Agent
      and
      the indemnifications to which the Collateral Agent is entitled are hereby
      incorporated by reference herein as if fully set forth herein.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be
      duly
      executed and delivered by their duly authorized officers on the date first
      above
      written.

    


    


    PLEDGOR:

    


    GOTO
      COLLEGE HOLDINGS, INC.,
      a
      Delaware corporation

    


    By:
      /s/
      Vishal Garg

    Name: Vishal
      Garg

    Title: President

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PLEDGEE:

    


    VIKING
      ASSET MANAGEMENT L.L.C.,
      a 

    California
      limited liability company, in its capacity 

    as
      collateral agent for the Buyers

    


    By:
      /s/
      S.
      Michael Rudolph

    Name: S.
      Michael Rudolph

    Title: Chief
      Financial Officer

    


    


    Notice
      Address:

    


    Viking
      Asset Management, LLC

    600
      Montgomery Street, 44th
      Floor

    San
      Francisco, California 94111

    Attention:
      Michael Rudolph

    Telecopy:
      (415) 981-5301

    


    -
      and
      -

    


    Summerline
      Asset Management, LLC

    70
      West
      Red Oak Lane, 4th Floor

    White
      Plains, New York 10604

    Attention:
      Robert J. Brantman

    Telecopy:
      (914) 697-4767

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ACKNOWLEDGEMENT

    


    Each
      of
      the undersigned hereby (i) acknowledges receipt of a copy of the foregoing
      Pledge Agreement, (ii) waives any rights or requirement at any time hereafter
      to
      receive a copy of such Pledge Agreement in connection with the registration
      of
      any Pledged Shares (as defined therein) in the name of Pledgee or its nominee
      or
      the exercise of voting rights by Pledgee and (iii) agrees promptly to note
      on
      its books and records the grant of the security interest in the stock or other
      equity interests of the undersigned as provided in such Pledge Agreement.


    


    Dated:
      November 20, 2008

    


    EMBARK
      CORP.,
      a
      Delaware corporation

    


    By:
      /s/
      Vishal Garg

    Name: Vishal
      Garg

    Title: Chief
      Executive Officer

    


    EMBARK
      ONLINE, INC.,
      a
      Delaware corporation

    


    By:
      /s/
      Vishal Garg

    Name: Vishal
      Garg

    Title: Chief
      Executive Officer

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    to
      Pledge Agreement

    


    


    DESCRIPTION
      OF CAPITAL STOCK OR EQUITY INTERESTS OF PLEDGE ENTITIES

    


    


    
      	
              Name
                of

              Pledge
                Entities

            	
              Class
                of Stock 

              or
                Other Equity 

              Interests

            	
              Authorized
                

              No.
                of

              Shares
                or 

              Units

            	
              Issued
                and 

              Outstanding
                

              Shares
                or 

              Units

            	
              Percentage
                of 

              Shares
                or Units

              Held
                by Pledgor

            
	
              Embark
                Corp.

            	 	 	 	
              100%

            
	
              Embark
                Online, Inc.

            	 	 	 	
              100%

            


    

    


    


    DESCRIPTION
      OF PLEDGED SHARES OR UNITS

    


    
      	
              Name
                of

              Pledge
                Entity

            	
              Class
                of Stock or Other 

              Equity
                Interests

            	
              Stock
                or Unit 

              Certificate
                No.

            	
              No.
                of Shares or Units

              Represented
                by

              Certificate

            
	
              Embark
                Corp.

            	 	 	 
	
              Embark
                Online, Inc.

            	 	 	 


    

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    to
      Pledge Agreement

    


    Addendum
      to Pledge Agreement

    


    The
      undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated
      as of November 20, 2008 (as amended, restated, supplemented or otherwise
      modified from time to time, the “Pledge
      Agreement”)
      in
      favor of Viking Asset Management, a California limited liability company, as
      Collateral Agent (“Pledgee”),
      by
      executing this Addendum, hereby acknowledges that Pledgor has acquired and
      legally and beneficially owns all of the issued and outstanding [
      shares of capital stock ]
      of
[__________________,
      a _______ corporation ]
      (“Company”)
      described below (the “Shares”).
      Pledgor hereby agrees and acknowledges that the Shares shall be deemed Pledged
      Shares pursuant to the Pledge Agreement. Pledgor hereby represents and warrants
      to Pledgee that (i) all of the [
      capital stock ]
      of the
      Company now owned by Pledgor is presently represented by the certificates listed
      below, which certificates, with undated assignments separate from certificate
      or
      stock powers duly executed in blank by Pledgor, are being delivered to Pledgee,
      simultaneously herewith (or have been previously delivered to Pledgee), and
      (ii)
      after giving effect to this addendum, the representations and warranties set
      forth in Section 4 of the Pledge Agreement are true, complete and correct as
      of
      the date hereof.

    


    Pledged
      Shares

    


    


    
      	
              Name
                of

              the
                Pledged Entity

            	
              Class
                of Equity Interest

            	
              Certificate
                No.

            	
              No.
                of Shares

            
	 	 	 	 
	 	 	 	 


    

     

    


    IN
      WITNESS WHEREOF, Pledgor has executed this Addendum this _____ day of
      ______.

     

    PLEDGOR:

     

    GOTO
      COLLEGE HOLDINGS, INC.,
      a
      Delaware corporation

    


    By:________________________________

    Name: ____________________________

    Title: ____________________________


    
      
        
        

      

      
        3