Exhibit 10.3


 


PLEDGE AGREEMENT


 


among


 


GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS,
INC.,



STG GROUP, INC.,


 


STG, INC.,


 


ACCESS SYSTEMS, INCORPORATED,


 


SUCH OTHER PLEDGORS PARTY HERETO,


 


as the PLEDGORS,


 


and


 


PNC BANK, NATIONAL ASSOCIATION,


 


as PLEDGEE


 


Dated as of November 23, 2015


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	1.	SECURITY FOR OBLIGATIONS	2
	 	 	 
	2.	DEFINITIONS	3
	 	 	 
	3.	PLEDGE OF SECURITIES, ETC	7
	 	 	 
	 	3.1	Pledge	7
	 	 	 	 
	 	3.2	Procedures	9
	 	 	 	 
	 	3.3	Subsequently Acquired Collateral	11
	 	 	 	 
	 	3.4	Transfer Taxes	11
	 	 	 	 
	 	3.5	Definition of Pledged Notes	12
	 	 	 	 
	 	3.6	Certain Representations and Warranties Regarding the Collateral	12
	 	 	 
	4.	APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC	12
	 	 	 
	5.	VOTING, ETC., WHILE NO EVENT OF DEFAULT	12
	 	 	 
	6.	DIVIDENDS AND OTHER DISTRIBUTIONS	13
	 	 	 
	7.	REMEDIES IN CASE OF AN EVENT OF DEFAULT	13
	 	 	 
	8.	REMEDIES, CUMULATIVE, ETC	15
	 	 	 
	9.	RECEIVER’S POWERS	15
	 	 	 
	10.	APPLICATION OF PROCEEDS	16
	 	 	 
	11.	PURCHASERS OF COLLATERAL	16
	 	 	 
	12.	INDEMNITY; WAIVER OF CLAIMS	17
	 	 	 
	 	12.1	Indemnification	17
	 	 	 	 
	 	12.2	Waiver of Claims	17
	 	 	 
	13.	PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER	18
	 	 	 
	14.	FURTHER ASSURANCES; POWER-OF-ATTORNEY	19
	 	 	 
	15.	THE PLEDGEE AS COLLATERAL AGENT	19
	 	 	 
	16.	TRANSFER BY THE PLEDGORS	19
	 	 	 
	17.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS	19
	 	 	 
	18.	LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION); JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES THERETO; ETC	22
	 	 	 
	19.	PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC	23
	 	 	 
	20.	REGISTRATION, ETC	23


 




    i 


     


    

 


Table
of Contents


(CONTINUED)


 


	 	 	Page
	 	 	 
	21.	TERMINATION; RELEASE	24
	 	 	 
	22.	NOTICES, ETC	25
	 	 	 
	23.	WAIVER; AMENDMENT; OBLIGATIONS ABSOLUTE	27
	 	 	 
	24.	SUCCESSORS AND ASSIGNS	27
	 	 	 
	25.	HEADINGS DESCRIPTIVE	27
	 	 	 
	26.	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	28
	 	 	 
	27.	PLEDGOR’S DUTIES	28
	 	 	 
	28.	COUNTERPARTS	29
	 	 	 
	29.	SEVERABILITY	28
	 	 	 
	30.	RECOURSE	28
	 	 	 
	31.	ADDITIONAL PLEDGORS	29
	 	 	 
	32.	LIMITED OBLIGATIONS	29
	 	 	 
	33.	RELEASE OF PLEDGORS	29
	 	 	 
	34.	AGREEMENT AMONG LENDERS	30
	 	 	 
	35.	ADMINISTRATIVE BORROWER	30


 




    ii 


     


    

 


	ANNEX A	-	SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS
	 	 	 
	ANNEX B	-	SCHEDULE OF SUBSIDIARIES
	 	 	 
	ANNEX C-1	-	SCHEDULE OF STOCK
	 	 	 
	ANNEX C-2	-	SCHEDULE OF CERTIFICATED SECURITIES
	 	 	 
	ANNEX D	-	SCHEDULE OF NOTES
	 	 	 
	ANNEX E	-	SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS
	 	 	 
	ANNEX F	-	SCHEDULE OF PARTNERSHIP INTERESTS
	 	 	 
	ANNEX G	-	SCHEDULE OF CHIEF EXECUTIVE OFFICES
	 	 	 
	ANNEX H	-	FORM OF AGREEMENT REGARDING UNCERTIFICATED SECURITIES, LIMITED LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS


 




    iii 


     


    

 


PLEDGE AGREEMENT


 


PLEDGE AGREEMENT (as amended,
modified or supplemented from time to time, this “Agreement”), dated as of November 23, 2015, among each of
the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder
pursuant to Section 31 hereof, the “Pledgors”) and PNC Bank, National Association, as collateral agent
(the “Collateral Agent” and, together with any successor collateral agent, the “Pledgee”),
for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein
and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.


 


WITNESSETH:


 


WHEREAS, Global Defense
& National Security Systems, Inc. (which shall be renamed STG Group, Inc. immediately following the closing), a Delaware corporation
(“Holdings”) (whose obligations as Borrower (as defined in the Credit Agreement) under the Credit Agreement
will be immediately assumed by STG, Inc., a Virginia corporation (“STG”) and Access Systems, Incorporated, a
Virginia corporation (“Access”) immediately upon closing), STG Group, Inc. (which shall be renamed STG Group
Holdings, Inc. immediately following the closing), a Delaware corporation (“Parent”), the Guarantors from time
to time party thereto, the lenders from time to time party thereto (the “Lenders”), MC Admin Co LLC, as administrative
agent (together with any successor administrative agent, the “Administrative Agent”), PNC Bank, National Association
as collateral agent (together with any successor collateral agent, the “Collateral Agent”) have entered
into a Credit Agreement, dated as of November 23, 2015 (as amended, modified, restated and/or supplemented from time to time, the
“Credit Agreement”; defined terms used but not defined herein shall have the respective meaning ascribed thereto
in the Credit Agreement), providing for the making of Loans to the Initial Borrower and the Borrowers, as contemplated therein
(the Lenders, the Administrative Agent and the Collateral Agent are herein called the “Secured Creditors”);


 


WHEREAS, it is a condition
precedent to the making of Loans to the Initial Borrower and the Borrowers under the Credit Agreement that each Pledgor shall have
executed and delivered to the Pledgee this Agreement;


 


WHEREAS, pursuant to the
Holdings Guaranty, Holdings has jointly and severally guaranteed the payment and performance when due of all Guaranteed Obligations
as described therein;


 


WHEREAS, pursuant to the
Subsidiaries Guaranty, the Subsidiaries party thereto have jointly and severally guaranteed the payment and performance when due
of all Guaranteed Obligations as described therein; and


 


WHEREAS, each Pledgor will
obtain benefits from the incurrence of Loans by the Initial Borrower and the Borrowers under the Credit Agreement and, if applicable,
the entering into by the Borrowers and/or one or more of their Subsidiaries of Secured Hedging Agreements and, accordingly, desires
to enter into this Agreement in order to satisfy the conditions described in the preceding recitals and to induce the Lenders to
make Loans and enter into Secured Hedging Agreements to the Borrowers;


 




     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee for the benefit of the Secured Creditors and hereby
covenants and agrees with the Pledgee for the benefit of the Secured Creditors as follows:


 


1.          SECURITY
FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:


 


(i)          the
full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, principal, premium (including any Prepayment Premium), interest, fees, costs,
and indemnities (including in each case, without limitation, all interest, fees or expenses that accrue after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor
or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest,
fee or expense is allowed in any such proceeding) of all Credit Parties to the Secured Creditors, whether now existing or hereafter
incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents (including, in the case
of Holdings or any Subsidiary Guarantor that becomes party hereto, all such obligations, liabilities and indebtedness of such Pledgor
under the Holdings Guaranty or the applicable Subsidiary Guaranty, respectively) and the due performance and compliance by all
Credit Parties of and with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit
Documents (all such obligations, liabilities and indebtedness under this clause (i) except to the extent consisting of obligations,
liabilities or indebtedness with respect to Secured Hedging Agreements, being herein collectively called the “Credit Document
Obligations”);


 


(ii)         the
full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, in each case, without limitation, all interest, fees and expenses that accrue after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Credit
Party or any of its Subsidiaries at the rate provided for in the respective documentation, whether or not a claim for post-petition
interest, fee or expense is allowed in any such proceeding) owing by all Credit Parties to the Secured Creditors under, or with
respect to (including, in the case of Holdings or any Subsidiary Guarantor that becomes party hereto, all such obligations, liabilities
and indebtedness of such Pledgor under the Holdings Guaranty or the applicable Subsidiary Guaranty, respectively), each Secured
Hedging Agreement to which such Credit Party is a party, whether such Secured Hedging Agreement is now in existence or hereafter
arising and the due performance and compliance by such Pledgor of and with all of the terms, conditions and agreements contained
therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called
the “Other Obligations”);


 




    	 	2	 



     


    

 


(iii)        any
and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest
in the Collateral;


 


(iv)        in
the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred
to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking,
holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the
Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs;


 


(v)         all
amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 12 of
this Agreement; and


 


(vi)        all
amounts owing to the Administrative Agent, the Pledgee or any of their respective affiliates pursuant to any of the Credit Documents
in its capacity as such;


 


all such obligations, liabilities, indebtedness,
sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the “Obligations,”
it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above,
whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.


 


2.          DEFINITIONS.
(a) Reference to singular terms shall include the plural and vice versa.


 


(b)          The
following capitalized terms used herein shall have the definitions specified below:


 


“Administrative
Agent” shall have the meaning set forth in the recitals hereto.


 


“Adverse Claim”
shall have the meaning given such term in Section 8-102(a)(1) of the UCC.


 


“Agreement”
shall have the meaning set forth in the first paragraph hereof.


 


“Agreement Among
Lenders” shall have the meaning ascribed thereto in the Credit Agreement.


 


“Certificated
Security” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.


 




    	 	3	 



     


    

 


“Clearing Corporation”
shall have the meaning given such term in Section 8-102(a)(5) of the UCC.


 


“Collateral”
shall have the meaning set forth in Section 3.1 hereof.


 


“Collateral Accounts”
shall mean any and all accounts established and maintained by the Pledgee in the name of any Pledgor to which Collateral may be
credited.


 


“Credit Agreement”
shall have the meaning set forth in the recitals hereto.


 


“Credit Document
Obligations” shall have the meaning set forth in Section 1(i) hereof.


 


“Equity Interest”
of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents
of or interest in (however designated) equity of such Person, including, without limitation, any common stock, preferred stock,
any limited or general partnership interest and any limited liability company membership interest.


 


“Event of Default”
shall mean any Event of Default (or similar term) under, and as defined in, the Credit Agreement or in any Secured Hedging Agreement
entered into with a Secured Creditor and shall in any event include, without limitation, any payment default on any of the Obligations
after the expiration of any applicable grace period.


 


“Excluded Equity
Interests” shall mean any voting stock in excess of 662⁄3% of the total combined voting power of all classes of Equity
Interests of any Foreign Subsidiary.


 


“Financial Asset”
shall have the meaning given such term in Section 8-102(a)(9) of the UCC.


 


“Holdings”
shall have the meaning set forth in the recitals hereto.


 


“Holdings Guaranty”
shall mean the guaranty provided by Holdings pursuant to Section 15 of the Credit Agreement.


 


“Indemnitees”
shall have the meaning set forth in Section 12 hereof.


 


“Instrument”
shall have the meaning given such term in Section 9-102(a)(47) of the UCC.


 


“Investment Property”
shall have the meaning given such term in Section 9-102(a)(49) of the UCC.


 


“Lenders”
shall have the meaning set forth in the recitals hereto.


 


“Limited Liability
Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including,
without limitation, all limited liability company capital and interest in other limited liability companies), at any time owned
by any Pledgor or represented by any Limited Liability Company Interest.


 




    	 	4	 



     


    

 


“Limited Liability
Company Interests” shall mean the entire limited liability company membership interest at any time owned by any Pledgor
in any limited liability company.


 


“Location”
of any Pledgor shall mean such Pledgor’s “location” as determined pursuant to Section 9-307 of the UCC.


 


“Notes”
shall mean (x) all intercompany notes at any time issued to each Pledgor and (y) all other promissory notes from time
to time issued to, or held by, each Pledgor.


 


“Obligations”
shall have the meaning set forth in Section 1 hereof.


 


“Other Obligations”
shall have the meaning set forth in Section 1(ii) hereof.


 


“Partnership Assets”
shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership
capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.


 


“Partnership Interest”
shall mean the entire general partnership interest or limited partnership interest at any time owned by any Pledgor in any general
partnership or limited partnership.


 


“Person”
means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise
or any government or political subdivision or any agency, department or instrumentality thereof.


 


“Pledged Notes”
shall have the meaning set forth in Section 3.5 hereof.


 


“Pledgee”
shall have the meaning set forth in the first paragraph hereof.


 


“Pledgor”
shall have the meaning set forth in the first paragraph hereof.


 


“Proceeds”
shall have the meaning given such term in Section 9-102(a)(64) of the UCC and, in any event, shall also include, but not be
limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Pledgee or any Pledgor
from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and
payable to any Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture
of all or any part of the Collateral by any governmental authority (or any Person acting under color of governmental authority),
and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.


 


“Registered Organization”
shall mean a “registered organization” as such term is defined in Section 9-102 (a) (70) of the UCC.


 


“Required Lenders”
shall have the meaning given such term in the Credit Agreement.


 


“Required Secured
Creditors” shall have the meaning provided in the Security Agreement.


 




    	 	5	 



     


    

 


“Secured Creditors”
shall have the meaning set forth in the recitals hereto, and shall include any Lender or an affiliate of a Lender that is counterparty
to any Secured Hedging Agreement.


 


“Secured Debt
Agreements” shall mean and include (i) this Agreement and the other Credit Documents and (ii) the Secured Hedging
Agreements entered into with any Secured Creditor.


 


“Secured Hedging
Agreements” shall mean and include any Lender-Provided Interest Rate Protection Agreements or Lender-Provided Other Hedging
Agreements.


 


“Securities Account”
shall have the meaning given such term in Section 8-501(a) of the UCC.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, as in effect from time to time.


 


“Securities Intermediary”
shall have the meaning given such term in Section 8-102(14) of the UCC.


 


“Security”
and “Securities” shall have the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any
event also include all Stock and all Notes.


 


“Security Entitlement”
shall have the meaning given such term in Section 8-102(a)(17) of the UCC.


 


“Stock”
shall mean all of the issued and outstanding shares of capital stock at any time owned by any Pledgor of any corporation.


 


“Subsidiary”
means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock
of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time owned by such Person and/or one or more Subsidiaries of such Person, and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more
than a 50% equity interest at the time.


 


“Termination Date”
shall have the meaning set forth in Section 21 hereof.


 


“UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references
herein to specific sections or subsections of the UCC are references to such sections or subsections, as the case may be, of the
Uniform Commercial Code as in effect in the State of New York on the date hereof.


 


“Uncertificated
Security” shall have the meaning given such term in Section 8-102(a)(18) of the UCC.


 




    	 	6	 



     


    

 


3.          PLEDGE
OF SECURITIES, ETC.


 


3.1         Pledge.
To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and
assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest in favor
of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether
now existing or hereafter from time to time acquired (collectively, the “Collateral”):


 


(a)         each
of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in each such Collateral
Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment
Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the
Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all
certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same,
and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the foregoing;


 


(b)         all
Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time
to purchase Securities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities
in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements
representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary
pertaining to such Securities;


 


(c)         all
Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited
liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation,
to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability
Company Interests and applicable law:


 


(A)        all
the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions
to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;


 


(B)         all
other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited
liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;


 


(C)         all
of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited
liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;


 




    	 	7	 



     


    

 


(D)        all
present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for
services rendered or otherwise;


 


(E)         all
of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce
every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests,
including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute
any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited
Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including,
but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together
with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability
Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection
with any of the foregoing; and


 


(F)         all
other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments
representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;


 


(d)         all
Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which
each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted
under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:


 


(A)        all
the capital thereof and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which
such Pledgor shall at any time be entitled in respect of such Partnership Interests;


 


(B)        all
other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement
or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;


 


(C)        all
of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership
agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;


 




    	 	8	 



     


    

 


(D)        all
present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered
or otherwise;


 


(E)         all
of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right,
power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate,
cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action
on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, to make
determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive
any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect
or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders,
to file any claims and to take any action in connection with any of the foregoing; and


 


(F)         all
other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments
representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;


 


(e)         all
Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing;


 


(f)          all
Financial Assets and Investment Property owned by such Pledgor from time to time; and


 


(g)         all
Proceeds of any and all of the foregoing.


 


Notwithstanding any of the other provisions
set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute
a grant of a security interest in any Excluded Equity Interests.


 


3.2         Procedures.
(a) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any
Collateral, such Collateral shall automatically (and without the taking of any action by the respective Pledgor) be pledged pursuant
to Section 3.1 of this Agreement and, in addition thereto, the respective Pledgor shall (to the extent provided below) take
the following actions as set forth below (as promptly as practicable and, in any event, within 7 Business Days after it obtains
such Collateral (or such longer period as agreed to by the Collateral Agent in its sole discretion) for the benefit of the Pledgee
and the other Secured Creditors:


 


(i)          with
respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities
Intermediary), the respective Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee
or endorsed in blank (and on the date hereof, the Holdings shall deliver to the Pledgee the Certificated Securities set forth on
Annex C-2 hereto, endorsed to the Pledgee or endorsed in blank);


 




    	 	9	 



     


    

 


(ii)         with
respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or
Securities Intermediary), the respective Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an
issuer that is not a Subsidiary of such Pledgor, will use its reasonable efforts to cause such issuer) to duly authorize and execute,
and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form
of Annex H hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as
shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated
by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated
Security originated by any other Person other than a court of competent jurisdiction;


 


(iii)        with
respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited
on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company
or The Depository Trust Company), the Administrative Borrower on behalf of the respective Pledgor shall promptly notify the Pledgee
and the Administrative Agent thereof and shall promptly take all reasonable actions required (x) to comply with the applicable
rules of such Clearing Corporation or Securities Intermediary, and (y) to perfect the security interest of the Pledgee under
applicable law (including, in any event, under Sections 9-314(a) and (c), 9-106 and 8-106(d) of the UCC). The Pledgor further
agrees to take such actions as the Pledgee deems reasonably necessary or desirable to effect the foregoing;


 


(iv)        with
respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability
Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (x) if such Partnership Interest
or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure
set forth in Section 3.2(a)(i) hereof, and (y) if such Partnership Interest or Limited Liability Company Interest is
not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii)
hereof;


 


(v)         with
respect to any Note, physical delivery of such Note to the Pledgee, endorsed to the Pledgee or endorsed in blank; and


 




    	 	10	 



     


    

 


(vi)        with
respect to cash proceeds from any of the Collateral described in Section 3.1 hereof for which the Pledgee is entitled to retain
pursuant to the terms of this Agreement, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over
which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or an Event of Default
is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee
and the Administrative Agent and (ii) deposit of such cash in such cash account.


 


(b)         In
addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional
actions with respect to the Securities and Collateral:


 


(i)          with
respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof
within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from
time to time, or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all
actions as may be reasonably requested from time to time by the Pledgee or the Administrative Agent so that “control”
of such Collateral is obtained and at all times held by the Pledgee; and


 


(ii)         each
Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the
Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing
statements to be satisfactory to the Pledgee and the Administrative Agent), to be filed in the relevant filing offices so that
at all times the Pledgee has a security interest in all Investment Property and other Collateral which is perfected by the filing
of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant
States, including, without limitation, Section 9-312(a) of the UCC).


 


3.3         Subsequently
Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional
Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further
action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof
and, furthermore, the respective Pledgor will thereafter take (or cause to be taken) all action (as promptly as practicable and,
in any event, within 7 Business Days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures
set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee and the Administrative Agent (i) a
certificate executed by an authorized officer of such Pledgor describing such Collateral and certifying that the same has been
duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder, and (ii) such supplements to Annexes A
through G hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time.


 


3.4         Transfer
Taxes. Each pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax
stamps required, or such other documentation as will establish that any applicable tax has been paid, in connection with the pledge
of such Collateral.


 




    	 	11	 



     


    

 


3.5         Definition
of Pledged Notes. All Notes at any time pledged or required to be pledged hereunder are hereinafter called the “Pledged
Notes.”


 


3.6         Certain
Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof: (i) the
exact legal name of such Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization,
the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational identification number (if any)
of such Pledgor, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed
in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number
and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex C-1 hereto;
(iv) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set
forth in Annex C-1 hereto; (v) the Notes held by such Pledgor consist of the promissory notes described in Annex D hereto
where such Pledgor is listed as the lender; (vi) the Limited Liability Company Interests held by such Pledgor consist of the
number and type of interests of the Persons described in Annex E hereto; (vii) each such Limited Liability Company Interest
constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex E hereto;
(viii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described
in Annex F hereto; (ix) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest
of the Partnership as set forth in Annex F hereto; (x) the exact address of the chief executive office of such Pledgor is
listed on Annex G hereto; (xi) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof
with respect to each item of Collateral described in Annexes B through F hereto; and (xi) on the date hereof, such Pledgor
owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.


 


4.          APPOINTMENT
OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint one or more sub-agents for the purpose of retaining
physical possession of the Collateral, which may be held (in the discretion of the Pledgee) in the name of the relevant Pledgor,
endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by
the Pledgee; provided, that no such appointment of a sub-agent shall affect the obligations of the Pledgee under this Agreement.


 


5.          VOTING,
ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor
shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral owned by it, and to give
consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent,
waiver or ratification given or any action taken or omitted to be taken which would violate, result in a breach of any covenant
contained in, or be inconsistent with any of the terms of any Secured Debt Agreement, or which could reasonably be expected to
have the effect of materially impairing the value of the Collateral or any part thereof, or in a manner adverse to the position
or interests of the Pledgee or any other Secured Creditor in the Collateral, unless expressly permitted by the terms of the Secured
Debt Agreements. All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an
Event of Default has occurred and is continuing (provided that no such notice shall be required if any Event of Default under Section 12.05
of the Credit Agreement has occurred and is continuing), and Section 7 hereof shall become applicable.


 




    	 	12	 



     


    

 


6.          DIVIDENDS
AND OTHER DISTRIBUTIONS. Unless and until there shall have occurred and be continuing an Event of Default, all cash dividends,
cash distributions, cash Proceeds and other cash amounts payable in respect of the Collateral shall be paid to the respective Pledgor.
The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral:


 


(i)          all
other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash dividends other than as set forth above) paid or distributed by way
of dividend or otherwise in respect of the Collateral;


 


(ii)         all
other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash (although such cash may be paid directly to the respective Pledgor
so long as no Event of Default then exists)) paid or distributed in respect of the Collateral by way of stock-split, spin-off,
split-up, reclassification, combination of shares or similar rearrangement; and


 


(iii)        all
other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash but only if an Event of Default has occurred and is continuing) which
may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation
or similar corporate or other reorganization.


 


Nothing contained in this
Section 6 shall limit or restrict in any way the Pledgee’s right to receive the proceeds of the Collateral in any form
in accordance with Section 3 of this Agreement. All dividends, distributions or other payments which are received by any Pledgor
contrary to the provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the Pledgee,
shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over to the Pledgee as Collateral
in the same form as so received (with any necessary endorsement).


 


7.          REMEDIES
IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case,
the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other
Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee
shall be entitled to exercise all the rights and remedies of a secured party under the UCC as in effect in any relevant jurisdiction
and also shall be entitled, without limitation, to exercise the following rights (to the extent permitted by the terms of the Agreement
Among Lenders), which each Pledgor hereby agrees to be commercially reasonable:


 




    	 	13	 



     


    

 


(i)          to
receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the respective Pledgor;


 


(ii)         to
transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees;


 


(iii)        to
accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect
upon any Pledged Note (including, without limitation, to make any demand for payment thereon);


 


(iv)        to
appoint by instrument in writing a receiver (which term as used in this Agreement includes a receiver and manager) or agent of
all or any part of the Collateral and remove or replace from time to time any receiver or agent;


 


(v)         to
institute proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral;


 


(vi)        to
vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into
the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect
thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the
proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);


 


(vii)       at
any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or
any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell
or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose of all or any part of the
Collateral, or any interest therein (all of which are hereby waived by each Pledgor), for cash, on credit or for other property,
for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee
in its absolute discretion may determine, provided that at least 5 days’ written notice of the time and place
of any such sale shall be given to the Administrative Borrower for the respective Pledgor. The Pledgee shall not be obligated to
make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby
waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether
before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security or the Obligations
or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for
and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor
any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay
in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and


 




    	 	14	 



     


    

 


(viii)      to
set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and
all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.


 


8.          REMEDIES,
CUMULATIVE, ETC. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt
Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition
to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor
of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now
or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the
Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the
Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice
to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances
or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any
circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the
Pledgee, in each case, acting upon the instructions of the Required Secured Creditors, and that no other Secured Creditor shall
have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby,
it being understood and agreed that such rights and remedies may be exercised by the Pledgee for the benefit of the Secured Creditors
upon the terms of this Agreement and the Security Agreement.


 


9.          RECEIVER’S
POWERS. (a) Any receiver appointed by the Pledgee pursuant to Section 7 hereof is vested with the rights and remedies which could
have been exercised by the Pledgee in respect of any Pledgor or the Collateral and such other powers and discretions as are granted
in the instrument of appointment and any supplemental instruments. The identity of the receiver, its replacement and its remuneration
are within the sole and unfettered discretion of the Pledgee.


 


(b)          Any
receiver appointed by the Pledgee pursuant to Section 7 hereof will act as agent for the Pledgee for the purposes of taking possession
of the Collateral, but otherwise and for all other purposes (except as provided below), as agent for the Pledgors. The receiver
may sell, lease, or otherwise dispose of Collateral in accordance with the terms hereof as agent for the Pledgors or as agent for
the Pledgee as the Pledgee may determine in its discretion. Each Pledgor agrees to ratify and confirm all actions of the receiver
acting as agent for such Pledgor so long as such actions are taken in accordance with the terms hereof.


 




    	 	15	 



     


    

 


(c)          The
Pledgee, in appointing or refraining from appointing any receiver, does not incur liability to the receiver, the Pledgors or otherwise
and is not responsible for any misconduct or negligence of such receiver except to the extent resulting from the gross negligence
or willful misconduct of the Pledgee (as determined by a court of competent jurisdiction in a final and non-appealable decision)
it being agreed that appointing or refraining from appointing any receiver in the reasonable judgment of the Pledgee’s or
based on the advice of advisors or counsel shall not constitute gross negligence or willful misconduct.


 


10.         APPLICATION
OF PROCEEDS. (a) All monies collected by the Pledgee upon any sale or other disposition of the Collateral pursuant to the terms
of this Agreement, together with all other monies received by the Pledgee hereunder, shall be applied in the manner provided in
Section 7.4 of the Security Agreement.


 


(b)          It
is understood and agreed that the Pledgors shall remain jointly and severally liable with respect to their Obligations to the extent
of any deficiency between (i) the amount of the proceeds of the Collateral pledged by them hereunder and the collateral granted
under the other Security Documents and (ii) the aggregate amount of such Obligations.


 


(c)          It
is understood and agreed by each Pledgor and each Secured Creditor that the Pledgee shall have no liability for any determinations
made by it in this Section 10, in each case except to the extent resulting from the gross negligence or willful misconduct of the
Pledgee (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Pledgor and each Secured
Creditor also agrees that the Pledgee may (but shall not be required to), at any time and in its sole discretion, and with no liability
resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the
requirements hereof, and the Pledgee shall be entitled to wait for, and may conclusively rely on, any such determination.


 


11.         PURCHASERS
OF COLLATERAL. Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making such sale shall be a sufficient discharge
to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication
or nonapplication thereof.


 




    	 	16	 



     


    

 


12.         INDEMNITY;
WAIVER OF CLAIMS.


 


12.1       Indemnification.
Each Pledgor jointly and severally agrees (i) to indemnify and hold harmless the Pledgee and each other Secured Creditor (in
their capacity as such) and their respective successors, assigns, employees, advisors, agents (including any receiver appointed
pursuant to Section 7 hereof) and affiliates (individually an “Indemnitee,” and collectively, the “Indemnitees”)
from and against any and all obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including,
without limitation, liabilities for tax, penalties, and interest on either) of whatsoever kind or nature, and (ii) to reimburse
each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and expenses,
in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to
it hereunder (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including,
without limitation, liabilities for penalties) or expenses of whatever kind or nature to the extent incurred or arising by reason
of the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final
and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful
misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter
or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms
hereof. If and to the extent that the obligations of any Pledgor under this Section 12 are unenforceable for any reason, such
Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible
under applicable law. The indemnity obligations of each Pledgor contained in this Section 12 shall continue in full force
and effect notwithstanding the full payment of all Loans made under the Credit Agreement, the termination of all Secured Hedging
Agreements, and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination
Date.


 


12.2       Waiver
of Claims. Except as otherwise provided in this Agreement, EACH PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE COLLATERAL AGENT’S
DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY
OR REMEDIES, and each Pledgor hereby further waives, to the extent permitted by law:


 


(i)          all
damages occasioned by such taking of possession or any such disposition except any damages which are the direct result of the Collateral
Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable
decision);


 


(ii)         all
other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral
Agent’s rights hereunder; and


 


(iii)        all
rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law
in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and
each Pledgor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the
benefit of all such laws.


 




    	 	17	 



     


    

 


Any sale of, or the grant
of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim
and demand, either at law or in equity, of the relevant Pledgor therein and thereto, and shall be a perpetual bar both at law and
in equity against such Pledgor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned
or realized upon, or any part thereof, from, through and under such Pledgor.


 


13.        PLEDGEE
NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. (a) Nothing herein shall be construed to make the Pledgee or any other
Secured Creditor liable as a member of any limited liability company or as a partner of any partnership and neither the Pledgee
nor any other Secured Creditor by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall
have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership.
The parties hereto expressly agree that, unless the Pledgee shall become the absolute owner of Collateral consisting of a Limited
Liability Company Interest or a Partnership Interest pursuant hereto and is admitted as a member or partner of the respective Limited
Liability Company or Partnership, this Agreement shall not be construed as creating a partnership or joint venture between or among
the Pledgee, any other Secured Creditor, any Pledgor and/or any other Person.


 


(b)         Except
as provided in the last sentence of paragraph (a) of this Section 13, the Pledgee, by accepting this Agreement, did not
intend to become a member of any limited liability company or a partner of any partnership or otherwise be deemed to be a co-venturer
with respect to any Pledgor, any limited liability company, partnership and/or any other Person either before or after an Event
of Default shall have occurred. The Pledgee shall have only those powers set forth herein and the Secured Creditors shall assume
none of the duties, obligations or liabilities of a member of any limited liability company or as a partner of any partnership
or any Pledgor except as provided in the last sentence of paragraph (a) of this Section 13.


 


(c)         The
Pledgee and the other Secured Creditors shall not be obligated to perform or discharge any obligation of any Pledgor as a result
of the pledge hereby effected.


 


(d)         The
acceptance by the Pledgee of this Agreement, with all the rights, powers, privileges and authority so created, shall not at any
time or in any event obligate the Pledgee or any other Secured Creditor to appear in or defend any action or proceeding relating
to the Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any
expenses or perform or discharge any obligation, duty or liability under the Collateral.


 




    	 	18	 



     


    

 


14.         FURTHER
ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s
own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other
documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions
of the Required Lenders) may deem reasonably necessary or appropriate and wherever required or permitted by law in order to perfect
and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing
statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing
statements which list the Collateral specifically and/or “all assets” as collateral and (y) “in lieu of”
financing statements) without the signature of such Pledgor where permitted by law, in such offices as the Pledgee may reasonably
deem necessary or advisable or wherever required or permitted by law in order to perfect and preserve the Pledgee’s security
interest in the Collateral hereunder, and agrees to do such further acts and things and to execute and deliver to the Pledgee such
additional conveyances, assignments, agreements and instruments as the Pledgee or the Administrative Agent may reasonably require
or deem reasonably necessary to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee
its rights, powers and remedies hereunder or thereunder.


 


(b)          Each
Pledgor hereby constitutes and appoints the Pledgee its true and lawful attorney-in-fact, irrevocably, with full authority in the
place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time solely after the occurrence and
during the continuance of an Event of Default, in the Pledgee’s reasonable discretion, to act, require, demand, receive and
give acquittance for any and all monies and claims for monies due or to become due to such Pledgor under or arising out of the
Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action
or institute any proceedings and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the
purposes of this Agreement, which appointment as attorney is coupled with an interest.


 


15.         THE
PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received
under this Agreement. It is expressly understood, acknowledged and agreed by each Secured Creditor that by accepting the benefits
of this Agreement, each such Secured Creditor acknowledges and agrees (i) that the obligations of the Pledgee as holder of
the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only
those expressly set forth in this Agreement and in Section 13.10 of the Credit Agreement. The Pledgee shall act hereunder
on the terms and conditions set forth herein and in Section 13.10 of the Credit Agreement.


 


16.         TRANSFER
BY THE PLEDGORS. No Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise
encumber any of the Collateral or any interest therein, except for Permitted Liens or sales or transfers permitted by the Credit
Agreement.


 


17.         REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and covenants as to itself and each of its Subsidiaries
that:


 


(i)          it
is the legal, beneficial and record owner of, and has good and marketable title to, all of its Collateral consisting of one or
more Securities, Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its
Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in
each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever,
except the liens and security interests created by this Agreement);


 




    	 	19	 



     


    

 


(ii)         it
has full power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement;


 


(iii)        this
Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation
of such Pledgor enforceable against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);


 


(iv)        except
to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder, partner,
member or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption
by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by
such Pledgor in connection with (a) the execution, delivery or performance of this Agreement by such Pledgor, (b) the
validity or enforceability of this Agreement against such Pledgor (except as set forth in clause (iii) above), (c) the perfection
or enforceability of the Pledgee’s security interest in such Pledgor’s Collateral, or (d) except for compliance
with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided
herein;


 


(v)         neither
the execution, delivery or performance by such Pledgor of this Agreement, nor compliance by it with the terms and provisions hereof
nor the consummation of the transactions contemplated herein: (i) will contravene any provision of any applicable law, statute,
rule or regulation, or any applicable order, writ, injunction or decree of any court, arbitrator or governmental instrumentality,
domestic or foreign, applicable to such Pledgor; (ii) will conflict or be inconsistent with or result in any breach of any
of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the properties or assets
of such Pledgor or any of its Subsidiaries pursuant to the terms of any indenture, lease, mortgage, deed of trust, credit agreement,
loan agreement or any other material agreement, contract or other instrument to which such Pledgor or any of its Subsidiaries is
a party or is otherwise bound, or by which it or any of its properties or assets is bound or to which it may be subject; or (iii) will
violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate
of formation or limited liability company agreement (or equivalent organizational documents), as the case may be, of such Pledgor
or any of its Subsidiaries;


 




    	 	20	 



     


    

 


(vi)        all
of such Pledgor’s Collateral (consisting of Securities, Limited Liability Company Interests or Partnership Interests) has
been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar
rights;


 


(vii)       each
of such Pledgor’s Pledged Notes constitutes, or when executed by the obligor thereof will constitute, the legal, valid and
binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);


 


(viii)      the
pledge, collateral assignment and delivery to the Pledgee of such Pledgor’s Collateral consisting of Certificated Securities
and Pledged Notes pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated
Securities and Pledged Notes, and the proceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting
to grant to any third party a Lien or encumbrance on the property or assets of such Pledgor which would include the Securities
and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in
any relevant jurisdiction to perfect security interests in respect of such Collateral;


 


(ix)         “control”
(as defined in Section 8-106 of the UCC) has been obtained by the Pledgee over all of such Pledgor’s Collateral consisting
of Securities (including, without limitation, Notes which are Securities, if any) with respect to which such “control”
may be obtained pursuant to Section 8-106 of the UCC except to the extent that the obligation of the applicable Pledgor to
provide the Pledgee with “control” of such Collateral has not yet arisen under this Agreement; provided that
in the case of the Pledgee obtaining “control” (as such term is used in the UCC) over Collateral consisting of a Security
Entitlement, such Pledgor shall have taken all steps in its control so that the Pledgee obtains “control” (as such
term is used in the UCC) over such Security Entitlement; and


 


(x)          the
Pledgors shall not take any action to cause any limited liability, unit or other membership interest of the Collateral to be or
become a “security” within the meaning of, or to be governed by, Article 8 of the Uniform Commercial Code as in effect
under the laws of any state having jurisdiction, and shall not cause any Subsidiary to “opt in” or to take any other
action seeking to establish any membership interest of the Collateral as a “security” or to become certificated unless
such interest is certificated, pledged and delivered to the Pledgee in accordance with Section 3.2(a)(i) hereof.


 




    	 	21	 



     


    

 


(b)          Each
Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to such Pledgor’s
Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and each Pledgor covenants and agrees
that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee by such Pledgor
as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured
Creditors.


 


(c)          Each
Pledgor covenants and agrees that it will take no action which would violate any of the terms of any Secured Debt Agreement.


 


18.        LEGAL
NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION); JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION
NUMBERS; CHANGES THERETO; ETC. The exact legal name of each Pledgor, the type of organization of such Pledgor, whether or not such
Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, and the
organizational identification number (if any) of such Pledgor, as of the date hereof, are listed on Annex A hereto for such Pledgor.
No Pledgor shall change its legal name, its type of organization (including without limitation its status as a Registered Organization,
in the case of each Registered Organization), its jurisdiction of organization, its Location or its organizational identification
number (if any) from that listed on Annex A hereto for such Pledgor or those that may have been established after the date of this
Agreement in accordance with the immediately succeeding sentence of this Section 18. No Pledgor shall change its legal name,
its type of organization, its status as a Registered Organization (in the case of a Registered Organization), as the case may be,
its jurisdiction of organization, its Location, or its organizational identification number (if any), except that any such changes
shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as same
do not involve (x) a Registered Organization ceasing to constitute same or (y) any Pledgor changing its jurisdiction
of organization or Location from the United States or a State thereof to a jurisdiction of organization or Location, as the case
may be, outside the United States or a State thereof) if (i) it shall have given to the Pledgee and the Administrative Agent
not less than 15 days’ prior written notice of each change to the information listed on Annex A (as adjusted for any
subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Annex A which shall
correct all information contained therein for the respective Pledgor, and (ii) in connection with such respective change or
changes, it shall have taken all action reasonably requested by the Pledgee to maintain the security interests of the Pledgee in
the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. In addition, to the extent
that any Pledgor does not have an organizational identification number on the date hereof and later obtains one, the Administrative
Borrower on behalf of such Pledgor shall promptly thereafter notify the Pledgee and the Administrative Agent of such organizational
identification number and shall take all actions reasonably satisfactory to the Pledgee and the Administrative Agent to the extent
necessary to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby fully perfected and
in full force and effect.


 




    	 	22	 



     


    

 


19.        PLEDGORS’
OBLIGATIONS ABSOLUTE, ETC. Prior to the Termination Date, the obligations of each Pledgor under this Agreement shall be absolute
and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged,
terminated or otherwise affected by any circumstance or occurrence whatsoever, including, without limitation: (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion from any Secured Debt Agreement or any other instrument
or agreement referred to therein, or any assignment or transfer of any thereof (except to the extent that any such modification
expressly and directly relates to such Pledgor’s obligations under this Agreement); (ii) any waiver, consent, extension,
indulgence or other action or inaction under or in respect of any such agreement or instrument including, without limitation, this
Agreement; (iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any
release of any security by the Pledgee or its assignee; (iv) any limitation on any party’s liability or obligations
under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement
or any term thereof; or (v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation
or other like proceeding relating to any Pledgor or any Subsidiary of any Pledgor, or any action taken with respect to this Agreement
by any trustee or receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have notice or knowledge
of any of the foregoing.


 


20.        REGISTRATION,
ETC. (a) If there shall have occurred and be continuing an Event of Default then, and in every such case, upon receipt by any Pledgor
from the Pledgee of a written request or requests that such Pledgor cause any registration, qualification or compliance under any
Federal or state securities law or laws to be effected with respect to all or any part of the Collateral consisting of Securities,
Limited Liability Company Interests or Partnership Interests of, or owned by, such Pledgor, such Pledgor as soon as practicable
and at its expense will cause such registration to be declared effected (and be kept effective) and will cause such qualification
and compliance to be declared effected (and be kept effective) as may be so requested and as would permit or facilitate the sale
and distribution of such Collateral including, without limitation, registration under the Securities Act, as then in effect (or
any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate
compliance with any other governmental requirements; provided, that the Pledgee shall furnish to the Administrative Borrower
on behalf of such Pledgor such information regarding the Pledgee as the Administrative Borrower on behalf of such Pledgor may reasonably
request in writing and as shall be required in connection with any such registration, qualification or compliance. The Administrative
Borrower on behalf of the respective Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress
of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number
of prospectuses, offering circulars or other documents incident thereto as the Pledgee from time to time may reasonably request,
and will indemnify the Pledgee, each other Secured Creditor and all others participating in the distribution of such Collateral
against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material
fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission)
to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement
or omission based upon information furnished in writing to the Administrative Borrower on behalf of such Pledgor by the Pledgee
or such other Secured Creditor expressly for use therein.


 




    	 	23	 



     


    

 


(b)          If
at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Collateral consisting of Securities,
Limited Liability Company Interests or Partnership Interests pursuant to Section 7 hereof, and the Collateral or the part
thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect,
the Pledgee may, in its sole and absolute discretion, sell such Collateral, as the case may be, or part thereof by private sale
in such manner and under such circumstances as the Pledgee may deem reasonably necessary or advisable in order that such sale may
legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Pledgee,
in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement
for the purpose of registering such Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach
and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution
or sale of such Collateral or part thereof. In the event of any such sale, the Pledgee shall incur no responsibility or liability
for selling all or any part of the Collateral at a price which the Pledgee, in its sole and absolute discretion, in good faith
deems reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if
the sale were deferred until after registration as aforesaid.


 


21.        TERMINATION;
RELEASE. (a) After the Termination Date, this Agreement and the security interest created by hereby shall automatically terminate
(provided that all indemnities set forth herein including, without limitation, in Section 12 hereof shall survive any such
termination), and the Pledgee, at the request and expense of the Administrative Borrower on behalf of such Pledgor, will execute
and deliver to the Administrative Borrower on behalf of any Pledgor a proper instrument or instruments (including UCC termination
statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements
and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby
and, and will duly assign, transfer and deliver to the Administrative Borrower on behalf of such Pledgor or to the applicable purchaser
or transferee (if any) specified by such Pledgor (without recourse and without any representation or warranty) such of the Collateral
as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this
Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any
Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than
an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation
or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated
Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv).
As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Credit
Agreement have been terminated, all Secured Hedging Agreements entered into with any Secured Creditors have been terminated and
all Loans thereunder have been repaid in full, and all other Obligations (other than indemnities described in Section 12 hereof
and described in Section 13.06 of the Credit Agreement, and any other indemnities set forth in any other Security Documents,
in each case which are not then due and payable) then due and payable have been paid in full in cash in accordance with the terms
thereof.


 




    	 	24	 



     


    

 


(b)          In
the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) (x) at
any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments under the Credit
Agreement have been terminated, in connection with a sale or other disposition permitted by Section 11.02 of the Credit Agreement
or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 14.12 of the
Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the
case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with
the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied,
the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will
execute and deliver such documentation, including termination or partial release statements and the like in connection therewith)
and assign, transfer and deliver to the Administrative Borrower on behalf of such Pledgor or to the applicable purchaser or transferee
(if any) specified by the Administrative Borrower on behalf of such Pledgor (without recourse and without any representation or
warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee
(or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not
theretofore been released pursuant to this Agreement.


 


(c)          At
any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 21(a) or (b), the Administrative
Borrower on behalf of such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4
hereof) and the Administrative Agent a certificate signed by an authorized officer of such Pledgor stating that the release of
the respective Collateral is permitted pursuant to Section 21(a) or (b) hereof.


 


(d)          The
Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance
with this Section 21.


 


22.        NOTICES,
ETC. Except as otherwise provided herein, all notices and communications hereunder shall be in writing (including via email, facsimile,
and other electronic communication) and mailed, emailed, faxed or otherwise delivered and all such notices and communications shall,
when mailed (certified return receipt required), emailed, faxed, or sent by overnight courier, be effective when deposited in the
mails, delivered to the email service provider or overnight courier, as the case may be, or sent by fax or email, except that notices
and communications to the Pledgee or any Pledgor shall not be effective until received by the Pledgee or the Administrative Borrower
on behalf of such Pledgor, as the case may be. All such notices and other communications shall be in writing and addressed as follows:


 




    	 	25	 



     


    

 


(a)          if
to any Pledgor, at:


 


c/o STG, Inc.


11091 Sunset Hills Road, suite 200


Reston, VA 20190


Attention: Keith A. Lynch


Telephone No.: (703) 691-2480 x1172


Facsimile No.: (703) 691-3261                  


Email: Klynch@stg.com


 


With a copy to:


 


Morrison & Foerster LLP


250 W. 55th Street


New York, NY 10019-9601


Attention: Geoffrey R. Peck, Esq.


Telephone No.: (212) 336-4183


Facsimile No.: (212) 468-7900


Email:
GPeck@mofo.com


 


(b)          if
to the Pledgee, at:


 


600 Galleria Parkway, Suite 890


Atlanta, GA 30339


Attention: Heath J. Hayes


Facsimile No.: (770)-953-6046


 


With a copy to:


 


Blank Rome LLP


The Chrysler Building


405 Lexington Avenue


New York, NY 10174-0208


Attention: Lawrence F. Flick II


Telephone No.: (212) 885-5556


Facsimile No.: (212) 832-5556


Email:
Flick@blankrome.com


 


(c)          if
to any Secured Creditor, at such address as such Secured Creditor shall have specified in the Credit Agreement;


 


or at such other address or addressed to such
other individual as shall have been furnished in writing by any Person described above to the party required to give notice hereunder.


 




    	 	26	 



     


    

 


23.        WAIVER;
AMENDMENT; OBLIGATIONS ABSOLUTE. (a) Except as provided in Sections 21 and 31 hereof, none of the terms and conditions
of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Pledgor
directly affected thereby (it being understood that the addition or release of any Pledgor hereunder shall not constitute a change,
waiver, discharge or termination affecting any Pledgor other than the Pledgor so added or released) and (in each case) the Collateral
Agent (with the written consent of the Required Secured Creditors); provided, however, (i) that supplements
to the Annexes hereto may be made without the consent of any Secured Creditor, other than the Collateral Agent, as provided herein
or therein, and (ii) Pledgors may be released from their obligations hereunder and new Pledgors may be added hereto without
the consent of any Secured Creditors other than the Collateral Agent, as provided herein or therein.


 


(b)          The
obligations of each Pledgor hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (a)
any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of such Pledgor; (b)
any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Agreement or
any other Secured Debt Agreement; or (c) any amendment to or modification of any Secured Debt Agreement or any security for any
of the Obligations, whether or not the Administrative Borrower on behalf of such Pledgor shall have notice or knowledge of any
of the foregoing.


 


24.        SUCCESSORS
AND ASSIGNS. This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and
effect, subject to release and/or termination as set forth in Section 21 hereof, (ii) be binding upon each Pledgor, its successors
and assigns; provided, however, that no Pledgor shall assign any of its rights or obligations hereunder without the prior written
consent of the Pledgee (with the prior written consent of the Required Secured Creditors), and (iii) inure, together with the rights
and remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other Secured Creditors and their respective successors,
transferees and assigns. All agreements, statements, representations and warranties made by each Pledgor herein or in any certificate
or other instrument delivered by such Pledgor or on its behalf under this Agreement shall be considered to have been relied upon
by the Secured Creditors and shall survive the execution and delivery of this Agreement and the other Secured Debt Agreements regardless
of any investigation made by the Secured Creditors or on their behalf.


 


25.        HEADINGS
DESCRIPTIVE. The headings of the several Sections of this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.


 




    	 	27	 



     


    

 


26.        GOVERNING
LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
COURTS LACK PERSONAL JURISDICTION OVER SUCH PLEDGOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION
OVER SUCH PLEDGOR. EACH PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS
IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH
PLEDGOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 22 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
EACH PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS
WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PLEDGEE UNDER THIS AGREEMENT, OR ANY SECURED
CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY
PLEDGOR IN ANY OTHER JURISDICTION.


 


(b)          EACH
PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED
TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(c)          EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


27.        PLEDGOR’S
DUTIES. It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Pledgor shall remain liable
to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Pledgee shall not have any obligations
or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Pledgee be required
or obligated in any manner to perform or fulfill any of the obligations of any Pledgor under or with respect to any Collateral.


 




    	 	28	 



     


    

 


28.         COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
Delivery of an executed counterpart hereof by facsimile or electronic transmission shall be effective as delivery of an original
executed counterpart hereof.


 


29.         SEVERABILITY.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


30.         RECOURSE.
This Agreement is made with full recourse to each Pledgor and pursuant to and upon all the representations, warranties, covenants
and agreements on the part of such Pledgor contained herein and in the other Secured Debt Agreements and otherwise in writing in
connection herewith or therewith.


 


31.         ADDITIONAL
PLEDGORS. It is understood and agreed that any Subsidiary of Holdings that is required to execute a counterpart of this Agreement
after the date hereof pursuant to the Credit Agreement or any other Credit Document shall become a Pledgor hereunder by (x) executing
a counterpart hereof or a joinder agreement and delivering the same to the Pledgee and the Administrative Agent, (y) delivering
supplements to Annexes A through G hereto as are necessary to cause such annexes to be complete and accurate with respect to such
additional Pledgor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such
Pledgor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the
Pledgee and the Administrative Agent and with all documents and actions required above to be executed or taken, as the case may
be, to the reasonable satisfaction of the Pledgee and the Administrative Agent.


 


32.         LIMITED
OBLIGATIONS. It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement shall be enforced against
each Pledgor to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. Notwithstanding
anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of Holdings and each
Pledgor constituting a Subsidiary Guarantor have been limited as provided in the Holdings Guaranty or the applicable Subsidiary
Guaranty, if any.


 


33.         RELEASE
OF PLEDGORS. If at any time all of the Equity Interests of any Pledgor owned by Holdings or any of its Subsidiaries are sold to
a Person other than a Credit Party in a transaction permitted pursuant to the Credit Agreement (and which does not violate the
terms of any other Secured Debt Agreement then in effect), then, such Pledgor shall be released as a Pledgor pursuant to this Agreement
without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns,
directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests
in such Pledgor for purposes of this Section), and the Pledgee is authorized and directed to execute and deliver such instruments
of release as are reasonably satisfactory to it. At any time that Holdings desires that a Pledgor be released from this Agreement
as provided in this Section 33, the Administrative Borrower on behalf of Holdings shall deliver to the Pledgee and the Administrative
Agent a certificate signed by an authorized officer of Holdings stating that the release of such Pledgor is permitted pursuant
to this Section 33. If requested by Pledgee or the Administrative Agent (although the Pledgee shall have no obligation to
make any such request), the Administrative Borrower on behalf of Holdings shall furnish legal opinions (from counsel reasonably
acceptable to the Pledgee and the Administrative Agent) to the effect set forth in the immediately preceding sentence. The Pledgee
shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Pledgor by it in accordance
with, or which it believes to be in accordance with, this Section 33.


 




    	 	29	 



     


    

 


34.         AGREEMENT
AMONG LENDERS. Each of the undersigned Pledgors hereby acknowledges the terms and provisions of the Agreement Among Lenders and
agrees to be bound by such terms solely in relation to the application of payments or proceeds made as set forth in the Agreement
Among Lenders, including Section 7 thereof. Notwithstanding anything to the contrary contained herein or in any other Credit Document,
in the event of any conflict or inconsistency between this Agreement and the Agreement Among Lenders, the terms of the Agreement
Among Lenders shall govern and control.


 


35.         ADMINISTRATIVE
BORROWER. Each Pledgor confirms and accepts that the provisions contained in Section 14.25 of the Credit Agreement applicable to
each Pledgor are incorporated by reference herein as if contained herein, and are applicable to each Pledgor hereunder.


 


* * * *


 




    	 	30	 



     


    

 


IN WITNESS WHEREOF, each
Pledgor and the Pledgee have caused this Agreement to be executed by their duly elected officers duly authorized as of the date
first above written.


 


	 	PLEDGORS:
	 	 
	 	GLOBAL DEFENSE & NATIONAL
	 	SECURITY SYSTEMS, INC.,
	 	as Pledgor
	 	 
	 	By:	/s/ Damian Perl
	 	 	Name:	 Damian Perl
	 	 	Title:	Chairman of the Board
	 	 
	 	STG GROUP, INC.,
	 	as Pledgor
	 	 
	 	By:	/s/ Paul Fernandes
	 	 	Name:	Paul Fernandes
	 	 	Title:	President
	 	 
	 	STG, INC.,
	 	as Pledgor
	 	 
	 	By:	/s/ Paul Fernandes
	 	 	Name:	Paul Fernandes
	 	 	Title:	President
	 	 
	 	ACCESS SYSTEMS, INCORPORATED,
	 	as Pledgor
	 	 
	 	By:	/s/ Paul Fernandes
	 	 	Name:	Paul Fernandes
	 	 	Title:	Chief Operating Officer


 


[Signature Page to Pledge Agreement]


 




     


     


    

 


	Accepted and Agreed to:	 
	 	 
	PNC BANK, NATIONAL ASSOCIATION,	 
	
        as Collateral Agent
	 
	 	 
	By:	/s/ Virginia L. Kiseljack	 
	 	Name:	Virginia L. Kiseljack	 
	 	Title:	Senior Vice President 	 


 


[Signature Page to Pledge Agreement]