Exhibit
10.5


 


PLEDGE
AND ESCROW AGREEMENT


 


THIS
PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of June 30, 2015, but made effective
as of December 7, 2015, by and between GROW SOLUTIONS HOLDINGS, INC., a Nevada corporation (the “Pledgor”),
and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”),
with the joinder of DAVID KAHAN, P.A. (“Escrow Agent”).


 


RECITALS


 


WHEREAS,
the Secured Party has made certain financial accommodations for the benefit of the Pledgor pursuant to that certain Credit Agreement
of even date herewith among the Pledgor and Secured Party, among others (the “Credit Agreement”); and


 


WHEREAS,
in order to secure the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise)
of all of the Pledgor’s Obligations to the Secured Party, or any successor to the Secured Party, under the Credit
Agreement and all other Loan Documents, Pledgor has agreed to irrevocably pledge to the Secured Party 100% of the issued and outstanding
shares of the capital stock and/or membership interests, as applicable, of each of its Subsidiaries, GROW SOLUTIONS, INC.,
a Delaware corporation and ONE LOVE GARDEN SUPPLY, a Colorado limited liability company (each of the foregoing entities
hereinafter referred to individually as a “Company” and collectively as the “Companies”)(such
shares and/or membership interests of all such Companies hereinafter referred to as the “Pledged Securities”);


 


NOW,
THEREFORE, in consideration of the mutual covenants, agreements, warranties,
and representations herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.      Recitals,
Construction and Defined Terms. The recitations set forth in the preamble of this Agreement are true and correct and incorporated
herein by this reference. In this Agreement, unless the express context otherwise requires: (i) the words “herein,”
“hereof” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any
particular provision of this Agreement; (ii) references to the words “Section” or “Subsection” refer to
the respective Sections and Subsections of this Agreement, and references to “Exhibit” or “Schedule” refer
to the respective Exhibits and Schedules attached hereto; and (iii) wherever the word “include,” “includes,”
“including” or words of similar import are used in this Agreement, such words will be deemed to be followed by the
words “without limitation.” All capitalized terms used in this Agreement that are defined in the Credit Agreement
shall have the meanings assigned to them in the Credit Agreement, unless the context of this Agreement requires otherwise (provided
that if a capitalized term used herein is defined in the Credit Agreement and separately defined in this Agreement, the meaning
of such term as defined in this Agreement shall control for purposes of this Agreement).


 


2.      Pledge.
In order to secure the full and timely payment and performance of all of the Pledgor’s Obligations to the Secured Party
under the Loan Documents, the Pledgor hereby transfers, pledges, assigns, sets over, delivers and grants to the Secured Party
a continuing lien and security interest in and to all of the following property of Pledgor, both now owned and existing and hereafter
created, acquired and arising (all being collectively hereinafter referred to as the “Collateral”) and
all right, title and interest of Pledgor in and to the Collateral, to-wit:


 


 (a)   
    the Pledged Securities owned by Pledgor;


 






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(b)   
    any certificates representing or evidencing the Pledged Securities, if any;


 


(c)    
   any and all distributions thereon, and cash and non-cash proceeds and products thereof, including all dividends,
cash, distributions, income, profits, instruments, securities, stock dividends, distributions of capital stock or other securities
of the Companies and all other property from time to time received, receivable or otherwise distributed in respect of, in exchange
for or upon conversion of the Pledged Securities, whether in connection with stock splits, recapitalizations, merger, conversions,
combinations, reclassifications, exchanges of securities or otherwise; and


 


(d) 
      any and all voting, management, and other rights, powers and privileges accruing or incidental
to an owner of the Pledged Securities and the other property referred to in subsections 2(a) through 2(c) above.


 


3.      Transfer
of Pledged Securities. Simultaneously with the execution of this Agreement, Pledgor shall deliver to the Escrow Agent: (i)
if the Pledged Securities are evidenced by physical certificates, then all original certificates representing or evidencing the
Pledged Securities, together with undated, irrevocable and duly executed assignments or stock powers thereof in form and substance
acceptable to Secured Party (together with medallion guaranteed signatures, if required by Secured Party), executed in blank by
Pledgor; (ii) if the Pledged Securities are not represented by physical certificates, then undated, irrevocable and duly executed
assignment instruments in form and substance acceptable to Secured Party, executed in blank by Pledgor; and (iii) all other property,
instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper
instruments of assignment or endorsement, as Secured Party may request or require, duly executed by Pledgor (collectively, the
“Transfer Documents”). The Pledged Securities and other Transfer Documents (collectively, the “Pledged
Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance
of all of the Obligations, the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance
with this Agreement. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a
partial or total liquidation or dissolution of any of the Companies, instruments, securities and any other distributions, whether
paid or payable in cash or otherwise, made on or in respect of the Pledged Securities, whether resulting from a subdivision, combination,
or reclassification of the outstanding capital stock or other securities of the Companies, or received in exchange for the Pledged
Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange
of assets to which the Companies may be a party or otherwise, or any other property that constitutes part of the Collateral from
time to time, including any additional certificates representing any portion of the Collateral hereafter acquired by the Pledgor,
shall be immediately delivered or cause to be delivered by Pledgor to the Escrow Agent in the same form as so received, together
with proper instruments of assignment or endorsement duly executed by Pledgor.


 


4.      Security
Interest Only. The security interests in the Collateral granted to Secured Party hereunder are granted as security only and
shall not subject the Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor
with respect to any of the Collateral or any transaction in connection therewith.


 


5.      Record
Owner of Collateral. Until an “Event of Default” (as hereinafter defined) under this Agreement shall occur, the
Pledged Securities shall remain registered in the name of the Pledgor. Pledgor will promptly give to the Secured Party copies
of any notices or other communications received by it and with respect to Collateral registered in the name of Pledgor.


 



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6.      Rights
Related to Pledged Securities. Subject to the terms of this Agreement, unless and until an Event of Default under this Agreement
shall occur:


 


(a)        Pledgor
shall be entitled to exercise any and all voting, management, and other rights, powers and privileges accruing to an owner of
the Pledged Securities, or any part thereof, for any purpose consistent with the terms of this Agreement; provided, however, such
action would not materially and adversely affect the rights inuring to Secured Party under any of the Loan Documents, or adversely
affect the remedies of the Secured Party under any of the Loan Documents, or the ability of the Secured Party to exercise same.


 


(b)        Upon
the occurrence of an Event of Default, all rights of the Pledgor in and to the Pledged Securities and all other Collateral shall
cease and all such rights shall immediately vest in Secured Party, as may be determined by Secured Party, although Secured Party
shall not have any duty to exercise such rights or be required to sell or to otherwise realize upon the Collateral, as hereinafter
authorized, or to preserve the same, and Secured Party shall not be responsible for any failure to do so or delay in doing so.
To effectuate the foregoing, Pledgor hereby grants to Secured Party a proxy to vote the Pledged Securities for and on behalf of
Pledgor, which proxy is irrevocable and coupled with an interest and which proxy shall be effective upon the occurrence of any
Event of Default. Such proxy shall remain in effect so long as the Obligations remain outstanding. The Companies hereby agree
that any vote by Pledgor in violation of this Section 6 shall be null, void and of no force or effect. Furthermore, all dividends
or other distributions received by the Pledgor shall be subject to delivery to Escrow Agent in accordance with Section 3 above,
and until such delivery, any of such dividends and other distributions shall be received in trust for the benefit of the Secured
Party, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to Escrow Agent in accordance
with Section 3 above.


 


7.      Release
of Pledged Securities. Upon the timely payment in full of all of the Obligations in accordance with the terms thereof, Secured
Party shall notify the Escrow Agent in writing to such effect. Upon receipt of such written notice, the Escrow Agent shall return
all of the Pledged Materials in Escrow Agent’s possession to the Pledgor, whereupon any and all rights of Secured Party
in and to the Pledged Materials and all other Collateral shall be terminated.


 


8.      Representations,
Warranties, and Covenants of the Pledgor and the Companies. The Pledgor and each of the Companies hereby covenant, warrant
and represent, for the benefit of the Secured Party, as follows (the following representations and warranties shall be made as
of the date of this Agreement and as of each date when Pledged Securities are delivered to Escrow Agent hereunder, as applicable):


 


(a)    
   The Pledged Securities are free and clear of any and all Liens, other than as created by this Agreement.


 


(b)    
   The Pledged Securities have been duly authorized and are validly issued, fully paid and non-assessable, and
are subject to no options to purchase, or any similar rights or to any restrictions on transferability.


 


(c) 
      Each certificate or document of title constituting the Pledged Securities is genuine in all
respects and represents what it purports to be.


 


(d)        By
virtue of the execution and delivery of this Agreement and upon delivery to Escrow Agent of the Pledged Securities in accordance
with this Agreement, Secured Party will have a valid and perfected, first priority security interest in the Collateral, subject
to no prior or other Liens of any nature whatsoever.


 



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(e)
       Pledgor covenants, that for so long as this Agreement is in effect, Pledgor will defend
the Collateral and the priority of Secured Party’s security interests therein, at its sole cost and expense, against the
claims and demands of all Persons at anytime claiming the same or any interest therein.


 


(f)      
 At its option, Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), Liens,
security interests, or other encumbrances at any time levied or placed on the Collateral. Pledgor agrees to reimburse Secured
Party on demand for any payment made or expense incurred by Secured Party pursuant to the foregoing authorization. Any such amount,
if not promptly paid upon demand therefor, shall accrue interest at the highest non-usurious rate permitted by applicable law
from the date of outlay, until paid, and shall constitute an Obligation secured hereby.


 


(g)       The
Pledgor and the Companies acknowledge, represent and warrant that Secured Party is not an “affiliate” of the Pledgor
or the Companies, as such term is used and defined under Rule 144 of the federal securities laws.


 


(h)    
   The Pledged Securities constitute all of the securities owned, legally or beneficially, by the Pledgor, and
such securities represent 100% of the issued and outstanding capital stock or other securities, on a fully diluted basis, of each
of the Companies. At all times while this Agreement remains in effect, the Pledged Securities shall constitute and represent 100%
of the issued and outstanding shares of the capital stock or other securities of each of the Companies, on a fully-diluted basis.


 


(i)    
   The Companies and the Pledgor hereby authorize Secured Party to prepare and file such financing statements,
amendments and other documents and do such acts as Secured Party deems necessary in order to establish and maintain valid, attached
and perfected, first priority security interests in the Collateral in favor of Secured Party, for its own benefit and as agent
for its Affiliates, free and clear of all Liens and claims and rights of third parties whatsoever. The Companies and Pledgor hereby
irrevocably authorize Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements,
amendments, continuations and other documents in furtherance of the foregoing.


 


9.      Events
of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”
hereunder:


 


(a)       
Default. The occurrence of any breach, default or “Event of Default” (as such term may be defined in any Loan
Documents), after applicable notice and cure periods, under any of the Loan Documents.


 


(b)    
   Covenants and Agreements. The failure of Pledgor or the Companies to perform, observe or comply with
any and all of the covenants, promises and agreements of the Pledgor and the Companies in this Agreement, which such failure is
not cured by the Pledgor or the Companies within ten (10) days after receipt of written notice thereof from Secured Party, except
that there shall be no notice or cure period with respect to any failure to pay any sums due under or as part of the Obligations
(provided that if the failure to perform or default in performance is not capable of being cured, in Secured Party’s sole
discretion, then the cure period set forth herein shall not be applicable and the failure or default shall be an immediate Event
of Default hereunder).


 



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(c)     
 Information, Representations and Warranties. If any representation or warranty made herein or in any other Loan
Documents, or if any information contained in any financial statement, application, schedule, report or any other document given
by the Companies to Secured Party in connection with the Obligations, with the Collateral, or with the Loan Documents, is not
in all material respects true, accurate and complete, or if the Pledgor or the Companies omitted to state any material fact or
any fact necessary to make such information not misleading.


 


10.    Rights
and Remedies. Subject at all times to the Uniform Commercial Code as then in effect in the State governing this Agreement,
the Secured Party shall have the following rights and remedies upon the occurrence and continuation of an Event of Default:


 


(a)    
   Upon and anytime after the occurrence and continuation of an Event of Default, the Secured Party shall have
the right to acquire the Pledged Securities and all other Collateral in accordance with the following procedure: (i) the Secured
Party shall provide written notice of such Event of Default (the “Default Notice”) to the Escrow Agent,
with a copy to the Pledgor and the Companies; (ii) as soon as practicable after receipt of a Default Notice, the Escrow Agent
shall deliver the Pledged Securities and all other Collateral, along with the applicable Transfer Documents, to the Secured Party.


 


(b)        Upon
receipt of the Pledged Securities and other Collateral issued to the Secured Party, the Secured Party shall have the right to,
without notice or demand to Pledgor or the Companies: (i) sell the Collateral and to apply the proceeds of such sales, net of
any selling commissions, to the Obligations owed to the Secured Party by the Companies under the Loan Documents, including outstanding
principal, interest, legal fees, and any other amounts owed to the Secured Party; and (ii) exercise in any jurisdiction in which
enforcement hereof is sought, any rights and remedies available to Secured Party under the provisions of any of the Loan Documents,
the rights and remedies of a secured party under the Uniform Commercial Code as then in effect in the State governing this Agreement,
and all other rights and remedies available to the Secured Party, under equity or applicable law, all such rights and remedies
being cumulative and enforceable alternatively, successively or concurrently. In furtherance of the foregoing rights and remedies:


 


(i)        Secured
Party may sell the Pledged Securities, or any part thereof, or any other portion of the Collateral, in one or more sales, at public
or private sale, conducted by any agent of, or auctioneer or attorney for Secured Party, at Secured Party’s place of business
or elsewhere, or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and
at such price or prices, all as Secured Party may deem appropriate. Secured Party may be a purchaser at any such sale of any or
all of the Collateral so sold. In the event Secured Party is a purchaser at any such sale, Secured Party may apply to such purchase
all or any portion of the sums then due and owing by the Companies to Secured Party under any of the Loan Documents or otherwise,
and the Secured Party may, upon compliance with the terms of the sale, hold, retain and dispose of such property without further
accountability to the Pledgor or the Companies therefore. Secured Party is authorized, in its absolute discretion, to restrict
the prospective bidders or purchasers of any of the Collateral at any public or private sale as to their number, nature of business
and investment intention, including the restricting of bidders or purchasers to one or more persons who represent and agree, to
the satisfaction of Secured Party, that they are purchasing the Collateral, or any part thereof, for their own account, for investment,
and not with a view to the distribution or resale of any of such Collateral.


 



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(ii)       Upon
any such sale, Secured Party shall have the right to deliver, assign and transfer to each purchaser thereof the Collateral so
sold to such purchaser. Each purchaser (including Secured Party) at any such sale shall, to the full extent permitted by law,
hold the Collateral so purchased absolutely free from any claim or right whatsoever, including, without limitation, any equity
or right of redemption of the Pledgor, who, to the full extent that it may lawfully do so, hereby specifically waives all rights
of redemption, stay, valuation or appraisal which she now has or may have under any rule of law or statute now existing or hereafter
adopted.


 


(iii)      At
any such sale, the Collateral may be sold in one lot as an entirety, in separate blocks or individually as Secured Party may determine,
in its sole and absolute discretion. Secured Party shall not be obligated to make any sale of any Collateral if it shall determine
in its sole and absolute discretion, not to do so, regardless of the fact that notice of sale of such Collateral shall have been
given. Secured Party may, without notice or publication, adjourn any public or private sale from time to time by announcement
at the time and place fixed for such sale, or any adjournment thereof, and any such sale may be made at any time or place to which
the same may be so adjourned without further notice or publication.


 


(iv)      The
Pledgor and the Companies acknowledge that compliance with applicable federal and state securities laws (including, without limitation,
the Securities Act of 1933, as amended, blue sky or other state securities laws or similar laws now or hereafter existing analogous
in purpose or effect) might very strictly limit or restrict the course of conduct of Secured Party if Secured Party were to attempt
to sell or otherwise dispose of all or any part of the Collateral, and might also limit or restrict the extent to which or the
manner in which any subsequent transferee of any such securities could sell or dispose of the same. The Pledgor and the Companies
further acknowledge that under applicable laws, Secured Party may be held to have certain general duties and obligations to the
Pledgor, as pledgors of the Collateral, or the Companies, to make some effort toward obtaining a fair price for the Collateral
even though the obligations of the Pledgor and the Companies may be discharged or reduced by the proceeds of sale at a lesser
price. The Pledgor and the Companies understand and agree that, to the extent allowable under applicable law, Secured Party is
not to have any such general duty or obligation to the Pledgor or the Companies, and neither the Pledgor nor the Companies will
attempt to hold Secured Party responsible for selling all or any part of the Collateral at an inadequate price even if Secured
Party shall accept the first offer received or does not approach more than one possible purchaser. Without limiting their generality,
the foregoing provisions would apply if, for example, Secured Party were to place all or any part of such securities for private
placement by an investment banking firm, or if such investment banking firm purchased all or any part of such securities for its
own account, or if Secured Party placed all or any part of such securities privately with a purchaser or purchasers.


 


(c)        To
the extent that the net proceeds received by the Secured Party are insufficient to satisfy the Obligations in full, the Secured
Party shall be entitled to a deficiency judgment against each Company and any other Person obligated for the Obligations for such
deficiency amount. The Secured Party shall have the absolute right to sell or dispose of the Collateral, or any part thereof,
in any manner it sees fit and shall have no liability to the Pledgor, the Companies, or any other party for selling or disposing
of such Collateral even if other methods of sales or dispositions would or allegedly would result in greater proceeds than the
method actually used. The Companies and any other Person obligated for the Obligations shall remain liable for all deficiencies
and shortfalls, if any, that may exist after the Secured Party has exhausted all remedies hereunder.


 


(d)        Each
right, power and remedy of the Secured Party provided for in this Agreement or any other Transaction Document 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 Secured Party of any one or more of the rights, powers or remedies provided for in this Agreement or any other Loan Documents,
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 Secured Party of all such other rights, powers or remedies, and no failure or delay on the part of the Secured Party to
exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on the 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 Secured Party to any other further action in any circumstances without demand or notice. The Secured Party shall
have the full power to enforce or to assign or contract its rights under this Agreement to a third party.


 






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(e)        In
addition to all other remedies available to the Secured Party, upon the issuance of the Pledged Securities to the Secured Party
after an Event of Default, Pledgor and the Companies each agree to: (i) take such action and prepare, distribute and/or file such
documents and papers, as are required or advisable in the opinion of Secured Party and/or its counsel, to permit the sale of the
Pledged Securities, whether at public sale, private sale or otherwise, including, without limitation, issuing, or causing its
counsel to issue, any opinion of counsel for Pledgor or the Companies required to allow the Secured Party to sell the Pledged
Securities or any other Collateral under Rule 144; (ii) to bear all costs and expenses of carrying out its obligations under this
Section 8(e), which shall be a part of the Obligations secured hereby; and (iv) that there is no adequate remedy at law for the
failure by the Pledgor and the Companies to comply with the provisions of this Section 8(e) and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements contained in this subsection may be specifically enforced.


 


11.    Concerning
the Escrow Agent.


 


(a)        The
Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall
be read into this Agreement against the Escrow Agent. Escrow Agent agrees to release any property held by it hereunder (the “Escrowed
Property”) in accordance with the terms and conditions set forth in this Agreement.


 


(b)        The
Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine,
may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that
any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly
authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner,
and execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority, or right of any person
executing the same; and its duties hereunder shall be limited to the safekeeping of the Escrowed Property, and for the disposition
of the same in accordance with this Agreement. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless
and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with
any constructive notice whatsoever.


 


(c)        Escrow
Agent shall hold in escrow, pursuant to this Agreement, the Escrowed Property actually delivered and received by Escrow Agent
hereunder, but Escrow Agent shall not be obligated to ascertain the existence of (or initiate recovery of) any other property
that may be part or portion of the Collateral, or to become or remain informed with respect to the possibility or probability
of additional Collateral being realized upon or collected at any time in the future, or to inform any parties to this Agreement
or any third party with respect to the nature and extent of any Collateral realized and received by Escrow Agent (except upon
the written request of such party), or to monitor current market values of the Collateral. Further, Escrow Agent shall not be
obligated to proceed with any action or inaction based on information with respect to market values of the Collateral which Escrow
Agent may in any manner learn, nor shall Escrow Agent be obligated to inform the parties hereto or any third party with respect
to market values of any of the Collateral at any time, Escrow Agent having no duties with respect to investment management or
information, all parties hereto understanding and intending that Escrow Agent’s responsibilities are purely ministerial
in nature. Any reduction in the market value or other value of the Collateral while deposited with Escrow Agent shall be at the
sole risk of Pledgor and Secured Party. If all or any portion of the Escrowed Property is in the form of a check or in any other
form other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof, nor responsible
to enforce collection thereof.


 



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(d)        In
the event instructions from Secured Party, Pledgor, or any other Person would require Escrow Agent to expend any monies or to
incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. It
is agreed that the duties of Escrow Agent are purely ministerial in nature and shall be expressly limited to the safekeeping of
the Escrowed Property and for the disposition of same in accordance with this Agreement. Secured Party, Pledgor and the Companies,
jointly and severally, each hereby indemnifies Escrow Agent and holds it harmless from and against any and all claims, liabilities,
damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of
any character or nature (collectively, the “Claims”), which it may incur or with which it may be threatened,
directly or indirectly, arising from or in any way connected with this Agreement or which may result from Escrow Agent’s
following of instructions from Secured Party, Pledgor or the Companies, and in connection therewith, indemnifies Escrow Agent
against any and all expenses, including attorneys’ fees and the cost of defending any action, suit, or proceeding or resisting
any Claim, whether or not litigation is instituted, unless any such Claims arise as a result of Escrow Agent’s gross negligence
or willful misconduct. Escrow Agent shall be vested with a lien on all Escrowed Property under the terms of this Agreement, for
indemnification, attorneys’ fees, court costs and all other costs and expenses arising from any suit, interpleader or otherwise,
or other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising
between Pledgor, the Companies, Secured Party, or any third party as to the correct interpretation of this Agreement, and instructions
given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instruments aforesaid and without
the necessity of instituting any action, suit or proceeding, to hold any property hereunder until and unless said additional expenses,
fees and charges shall be fully paid. Any fees and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgor and the Companies, jointly and severally.


 


(e)        In
the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands
from Secured Party, the Companies, Pledgor or from third persons with respect to the Escrowed Property, which, in Escrow Agent’s
sole opinion, are in conflict with each other or with any provision of this Agreement, Escrow Agent shall be entitled to refrain
from taking any action until it shall be directed otherwise in writing by Pledgor, the Companies and Secured Party and said third
persons, if any, or by a final order or judgment of a court of competent jurisdiction. If any of the parties shall be in disagreement
about the interpretation of this Agreement, or about the rights and obligations, or the propriety of any action contemplated by
the Escrow Agent hereunder, the Escrow Agent may, at its sole discretion, deposit the Escrowed Property with a court having jurisdiction
over this Agreement, and, upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall
fully cease and terminate. The Escrow Agent shall be indemnified by the Pledgor, the Companies and Secured Party for all costs,
including reasonable attorneys’ fees, in connection with the aforesaid proceeding, and shall be fully protected in suspending
all or a part of its activities under this Agreement until a final decision or other settlement in the proceeding is received.
In the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property, Escrow
Agent shall, at its sole option, either: (i) tender the Collateral in its possession to the registry of the appropriate court;
or (ii) disburse the Collateral in its possession in accordance with the court’s ultimate disposition of the case, and Secured
Party, the Companies and Pledgor hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any
damages or losses in connection therewith including, but not limited to, reasonable attorneys’ fees and court costs at all
trial and appellate levels.


 



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(f)         The
Escrow Agent may consult with counsel of its own choice (and the costs of such counsel shall be paid by the Pledgor, the Companies
and Secured Party, jointly and severally) and shall have full and complete authorization and protection for any action taken or
suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be liable
for any mistakes of fact or error of judgment, or for any actions or omissions of any kind, unless caused by its willful misconduct
or gross negligence.


 


(g)        The
Escrow Agent may resign upon ten (10) days’ written notice to the parties in this Agreement. If a successor Escrow Agent
is not appointed by Secured Party and Pledgor within this ten (10) day period, the Escrow Agent may petition a court of competent
jurisdiction to name a successor.


 


(h)        Conflict
Waiver. The Pledgor and each Company hereby acknowledges that the Escrow Agent is counsel to the Secured Party in connection
with the transactions contemplated and referred herein. The Pledgor and the Companies agree that in the event of any dispute arising
in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein,
the Escrow Agent shall be permitted to continue to represent the Secured Party and neither the Pledgor, nor the Companies, will
seek to disqualify such counsel and each of them waives any objection Pledgor or the Companies might have with respect to the
Escrow Agent acting as the Escrow Agent pursuant to this Agreement. Pledgor, the Companies and Secured Party acknowledge and agree
that nothing in this Agreement shall prohibit Escrow Agent from: (i) serving in a similar capacity on behalf of others; or (ii)
acting in the capacity of attorneys for one or more of the parties hereto in connection with any matter.


 


12.    Increase
in Obligations. It is the intent of the parties to secure payment of the Obligations, as the amount of such Obligations may
increase from time to time in accordance with the terms and provisions of the Loan Documents, and all of the Obligations, as so
increased from time to time, shall be and are secured hereby. Upon the execution hereof, Pledgor and the Companies shall pay any
and all documentary stamp taxes and/or other charges required to be paid in connection with the execution and enforcement of the
Loan Documents, and if, as and to the extent the Obligations are increased from time to time in accordance with the terms and
provisions of the Loan Documents, then Pledgor and the Companies shall immediately pay any additional documentary stamp taxes
or other charges in connection therewith.


 


13.    Irrevocable
Authorization and Instruction. If applicable, Pledgor and the Companies hereby authorize and instruct the transfer agent for
the Companies (or transfer agents if there is more than one) to comply with any instruction received by it from Secured Party
in writing that: (i) states that an Event of Default hereunder exists or has occurred; and (b) is otherwise in accordance
with the terms of this Agreement, without any other or further instructions from Pledgor or the Companies, and Pledgor and the
Companies agree that such transfer agents shall be fully protected in so complying with any such instruction from Secured Party.


 



    	 	9	 



     


    

 


14.    Appointment
as Attorney-in-Fact. Each of the Companies and Pledgor hereby irrevocably constitutes and appoints Secured Party and any officer
or agent of Secured Party, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power
and authority in the place and stead of Pledgor or the Companies, as applicable, and in the name of Pledgor, the Companies, or
in the name of Secured Party, as applicable, from time to time in the discretion of Secured Party, so long as an Event of Default
hereunder exists, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including
any financing statements, endorsements, assignments or other instruments of transfer. Pledgor and the Companies each hereby ratify
all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this Section 14.
All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the
Obligations are paid and performed in full.


 


15.    Continuing
Obligation of Pledgor and the Companies. The obligations, covenants, agreements and duties of the Pledgor and the Companies
under this Agreement shall in no way be affected or impaired by: (i) the modification or amendment (whether material or otherwise)
of any of the obligations of the Pledgor or the Companies or any other Person, as applicable; (ii) the voluntary or involuntary
bankruptcy, assignment for the benefit of creditors, reorganization, or other similar proceedings affecting the Companies, Pledgor
or any other Person, as applicable; (iii) the release of the Companies, Pledgor or any other Person from the performance or observance
of any of the agreements, covenants, terms or conditions contained in any Loan Documents, by the operation of law or otherwise,
including the release of the Companies’ or Pledgor’s obligation to pay interest or attorney's fees.


 


Pledgor
and the Companies further agree that Secured Party may take other guaranties or collateral or security to further secure the Obligations,
and consent that any of the terms, covenants and conditions contained in any of the Loan Documents may be renewed, altered, extended,
changed or modified by Secured Party or may be released by Secured Party, without in any manner affecting this Agreement or releasing
Pledgor herefrom, and Pledgor shall continue to be liable hereunder to pay and perform pursuant hereto, notwithstanding any such
release or the taking of such other guaranties, collateral or security. This Agreement is additional and supplemental to any and
all other guarantees, security agreements or collateral heretofore and hereafter executed by Pledgor and the Companies for the
benefit of Secured Party, whether relating to the indebtedness evidenced by any of the Loan Documents or not, and shall not supersede
or be superseded by any other document or guaranty executed by Pledgor, the Companies or any other Person for any purpose. Pledgor
and the Companies hereby agree that Pledgor, the Companies, and any additional parties who may become liable for repayment of
the sums due under the Loan Documents, may hereafter be released from their liability hereunder and thereunder; and Secured Party
may take, or delay in taking or refuse to take, any and all action with reference to any of the Loan Documents (regardless of
whether same might vary the risk or alter the rights, remedies or recourses of Pledgor), including specifically the settlement
or compromise of any amount allegedly due thereunder, all without notice to, consideration to or the consent of the Pledgor, and
without in any way releasing, diminishing or affecting in any way the absolute nature of Pledgor’s obligations and liabilities
hereunder.


 






    	 	10	 



     


    

 


No
delay on the part of the Secured Party in exercising any rights hereunder or failure to exercise the same shall operate as a waiver
of such rights. Pledgor and each Company hereby waives any and all legal requirements, statutory or otherwise, that Secured Party
shall institute any action or proceeding at law or in equity or exhaust its rights, remedies and recourses against Pledgor, any
Company or anyone else with respect to the Loan Documents, as a condition precedent to bringing an action against Pledgor or any
Company upon this Agreement or as a condition precedent to Secured Party’s rights to sell the Pledged Securities or any
other Collateral. Pledgor and each Company agrees that Secured Party may simultaneously maintain an action upon this Agreement
and an action or proceeding upon the Loan Documents. All remedies afforded by reason of this Agreement are separate and cumulative
remedies and may be exercised serially, simultaneously and in any order, and the exercise of any of such remedies shall not be
deemed an exclusion of the other remedies and shall in no way limit or prejudice any other contractual, legal, equitable or statutory
remedies which Secured Party may have in the Pledged Securities, any other Collateral, or under the Loan Documents. Until the
Obligations, and all extensions, renewals and modifications thereof, are paid in full, and until each and all of the terms, covenants
and conditions of this Agreement are fully performed, Pledgor shall not be released by any act or thing which might, but for this
provision of this Agreement, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification,
forbearance or delay of Secured Party or any obligation or agreement between any Company or their successors or assigns, and the
then holder of the Loan Documents, relating to the payment of any sums evidenced or secured thereby or to any of the other terms,
covenants and conditions contained therein, and Pledgor hereby expressly waive and surrender any defense to liability hereunder
based upon any of the foregoing acts, things, agreements or waivers, or any of them. Pledgor and each Company also waives any
defense arising by virtue of any disability, insolvency, bankruptcy, lack of authority or power or dissolution of Pledgor or any
Company, even though rendering the Loan Documents void, unenforceable or otherwise uncollectible, it being agreed that Pledgor
and each Company shall remain liable hereunder, regardless of any claim which Pledgor or any Company might otherwise have against
Secured Party by virtue of Secured Party's invocation of any right, remedy or recourse given to it hereunder or under the Loan
Documents. In addition, Pledgor waives and renounces any right of subrogation, reimbursement or indemnity whatsoever, and any
right of recourse to security for the Obligations of the Companies to Secured Party, unless and until all of said Obligations
have been paid in full to Secured Party.


 


16.    Miscellaneous.


 


(a)        Performance
for Pledgor or the Companies. The Pledgor and the Companies agree and hereby acknowledge that Secured Party may, in Secured
Party’s sole discretion, but Secured Party shall not be obligated to, whether or not an Event of Default shall have occurred,
advance funds on behalf of the Companies or Pledgor, without prior notice to the Pledgor or the Companies, in order to insure
the Companies’ and Pledgor’s compliance with any covenant, warranty, representation or agreement of the Pledgor or
the Companies made in or pursuant to this Agreement or the other Loan Documents, to continue or complete, or cause to be continued
or completed, performance of the Pledgor’s and the Companies’ obligations under any contracts of the Pledgor or the
Companies, or to preserve or protect any right or interest of Secured Party in the Collateral or under or pursuant to this Agreement
or the other Loan Documents; provided, however, that the making of any such advance by Secured Party shall not constitute a waiver
by Secured Party of any Event of Default with respect to which such advance is made, nor relieve the Pledgor or the Companies
of any such Event of Default. The Pledgor and the Companies, respectively and as applicable, shall pay to Secured Party upon demand
all such advances made by Secured Party with interest thereon at the highest rate permitted by applicable law. All such advances
shall be deemed to be included in the Obligations and secured by the security interest granted Secured Party hereunder; provided,
however, that the provisions of this Subsection shall survive the termination of this Agreement and Secured Party’s security
interest hereunder and the payment of all other Obligations.


 


(b)        Applications
of Payments and Collateral. Except as may be otherwise specifically provided in this Agreement or the other Loan Documents,
all Collateral and proceeds of Collateral coming into Secured Party’s possession may be applied by Secured Party (after
payment of any costs, fees and other amounts incurred by Secured Party in connection therewith) to any of the Obligations, whether
matured or unmatured, as Secured Party shall determine in its sole discretion. Any surplus held by the Secured Party and remaining
after the indefeasible payment in full in cash of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled
to receive the same or as a court of competent jurisdiction shall direct. In the event that the proceeds of any such sale, collection
or realization are insufficient to pay all amounts to which the Secured Party is legally entitled, the Companies shall be jointly
and severally liable for the deficiency, together with interest thereon at the highest rate permitted by applicable law, together
with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the
Secured Party to collect such deficiency.


 



    	 	11	 



     


    

 


 (c)       Waivers
by Pledgor and the Companies. Each of the Companies and the Pledgor hereby waives, to the extent the same may be waived under
applicable law: (i) notice of acceptance of this Agreement; (ii) all claims and rights of the Pledgor and the Companies against
Secured Party on account of actions taken or not taken by Secured Party in the exercise of Secured Party’s rights or remedies
hereunder, under any other Loan Documents or under applicable law; (iii) all claims of the Pledgor and the Companies for failure
of Secured Party to comply with any requirement of applicable law relating to enforcement of Secured Party’s rights or remedies
hereunder, under the other Loan Documents or under applicable law; (iv) all rights of redemption of the Pledgor with respect to
the Collateral; (v) in the event Secured Party seeks to repossess any or all of the Collateral by judicial proceedings, any bond(s)
or demand(s) for possession which otherwise may be necessary or required; (vi) presentment, demand for payment, protest and
notice of non-payment and all exemptions applicable to any of the Collateral or the Pledgor or the Companies; (vii) any and all
other notices or demands which by applicable law must be given to or made upon the Pledgor or the Companies by Secured Party;
(viii) settlement, compromise or release of the obligations of any person or entity primarily or secondarily liable upon any of
the Obligations; (ix) all rights of the Pledgor or the Companies to demand that Secured Party release account debtors or other
persons or entities liable on any of the Collateral from further obligation to Secured Party; and (x) substitution, impairment,
exchange or release of any Collateral for any of the Obligations. The Pledgor and the Companies agree that Secured Party may exercise
any or all of its rights and/or remedies hereunder and under any other Loan Documents and under applicable law without resorting
to and without regard to any Collateral or sources of liability with respect to any of the Obligations.


 


(d)        Waivers
by Secured Party. No failure or any delay on the part of Secured Party in exercising any right, power or remedy hereunder
or under any other Loan Documents or under applicable law, shall operate as a waiver thereof.


 


(e)        Secured
Party’s Setoff. Secured Party shall have the right, in addition to all other rights and remedies available to it, following
an Event of Default, to set off against any Obligations due Secured Party, any debt owing to the Pledgor or the Companies by Secured
Party.


 


(f)         Modifications,
Waivers and Consents. No modifications or waiver of any provision of this Agreement or any other Loan Documents, and no consent
by Secured Party to any departure by the Pledgor or the Companies therefrom, shall in any event be effective unless the same shall
be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given, and any single or partial written waiver by Secured Party of any term, provision or right of Secured Party hereunder shall
only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver of
any other right, power or remedy. No notice to or demand upon the Pledgor or the Companies in any case shall entitle Pledgor or
the Companies to any other or further notice or demand in the same, similar or other circumstances.


 


(g)        Notices.
All notices of request, demand and other communications hereunder shall be addressed, sent and deemed delivered in accordance
with the Credit Agreement, including delivery of any such notices or communications to the Pledgor on behalf of the Companies,
which the each Company hereby agrees and acknowledges shall be valid and effective notice to the Companies hereunder.


 



    	 	12	 



     


    

 


(h)        Applicable
Law and Consent to Jurisdiction. The Pledgor, the Companies and the Secured Party each irrevocably agrees that any dispute
arising under, relating to, or in connection with, directly or indirectly, this Agreement or related to any matter which is the
subject of or incidental to this Agreement (whether or not such claim is based upon breach of contract or tort) shall be subject
to the exclusive jurisdiction and venue of the state and/or federal courts located in Broward County, Florida; provided, however,
Secured Party may, at Secured Party’s sole option, elect to bring any action in any other jurisdiction. This provision is
intended to be a “mandatory” forum selection clause and governed by and interpreted consistent with Florida law. The
Pledgor, the Companies and Secured Party each hereby consents to the exclusive jurisdiction and venue of any state or federal
court having its situs in said county (or to any other jurisdiction or venue, if Secured Party so elects), and each waives any
objection based on forum non conveniens. The Pledgor and the Companies each hereby waives personal service of any and all process
and consent that all such service of process may be made by certified mail, return receipt requested, directed to the Pledgor
or the Companies, as applicable, as set forth herein and in the manner provided by applicable statute, law, rule of court or otherwise.
Except for the foregoing mandatory forum selection clause, this Agreement shall be construed in accordance with the laws of the
State of Nevada, without regard to the principles of conflicts of laws.


 


(i)         Survival:
Successors and Assigns. All covenants, agreements, representations and warranties made herein shall survive the execution
and delivery hereof, and shall continue in full force and effect until all Obligations have been paid in full, there exists no
commitment by Secured Party which could give rise to any Obligations. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and assigns of such party. In the event that Secured Party
assigns this Agreement and/or its security interest in the Collateral, such assignment shall be binding upon and recognized by
the Pledgor. All covenants, agreements, representations and warranties by or on behalf of the Pledgor or the Companies which are
contained in this Agreement shall inure to the benefit of Secured Party, its successors and assigns. Neither the Pledgor, nor
the Companies, may assign this Agreement or delegate any of their respective rights or obligations hereunder, without the prior
written consent of Secured Party, which consent may be withheld in Secured Party’s sole and absolute discretion.


 


(j)         Severability.
If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable
by any court or governmental authority of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder
of such term, provision or condition nor any other term, provision or condition, and this Agreement shall survive and be construed
as if such invalid or unenforceable term, provision or condition had not been contained therein.


 


(k)        Merger
and Integration. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto with respect
to the matters covered and the transactions contemplated hereby, and no other agreement, statement or promise made by any party
hereto, or by any employee, officer, agent or attorney of any party hereto, which is not contained herein shall be valid or binding.


 



    	 	13	 



     


    

 


(l)         WAIVER
OF JURY TRIAL. THE PLEDGOR AND THE COMPANIES EACH HEREBY: (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE PLEDGORS, ANY COMPANY
AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, AND/OR ANY TRANSACTIONS,
OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP
BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST
ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER
OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PLEDGORS AND THE COMPANIES AND THE PLEDGOR
AND THE COMPANIES HEREBY AGREE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER
OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. SECURED PARTY IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO
ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PLEDGORS, THE COMPANIES AND SECURED PARTY, SO AS TO SERVE AS CONCLUSIVE
EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. THE PLEDGORS AND THE COMPANIES REPRESENT AND WARRANT THAT EACH OF THEM HAS
BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS
OWN FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


(m)       Execution.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and
the same Agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid
and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature
page was an original thereof.


 


(n)        Headings.
The headings and sub-headings contained in the titling of this Agreement are intended to be used for convenience only and shall
not be used or deemed to limit or diminish any of the provisions hereof.


 


(o)        Gender
and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the party or parties or their personal representatives, successors and assigns may require. The word “Company”
or “Companies” shall mean all of the undersigned Persons.


 


(p)        Further
Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things as may
be reasonably required to carry out the intent and purposes of this Agreement, including the execution and filing of UCC-1 Financing
Statements in any jurisdiction as Secured Party may require.


 


(q)        Time
is of the Essence. The parties hereby agree that time is of the essence with respect to performance of each of the parties’
obligations under this Agreement. The parties agree that in the event that any date on which performance is to occur falls on
a Saturday, Sunday or state or national holiday, then the time for such performance shall be extended until the next business
day thereafter occurring.


 


(r)         Joint
Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not,
solely as a matter of judicial construction, be construed more severely against one of the parties than the other.


 



    	 	14	 



     


    

 


(s)        Prevailing
Party. If any legal action or other proceeding is brought for the enforcement of this Agreement or any other Loan Documents,
or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement or
any other Loan Documents, the successful or prevailing party or parties shall be entitled to recover from the non-prevailing party,
reasonable attorneys’ fees, court costs and all expenses, even if not taxable as court costs (including, without limitation,
all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief
to which such party or parties may be entitled.


 


(t)         Costs
and Expenses. The Pledgor and the Companies, jointly and severally, agree to pay to the Secured Party, upon demand, the amount
of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Secured
Party and of any experts and agents, which the Secured Party may incur in connection with: (i) the preparation, negotiation,
execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement; (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (iii) the
exercise or enforcement of any of the rights of the Secured Party hereunder; or (iv) the failure by the Pledgor or the Companies
to perform or observe any of the provisions hereof. Included in the foregoing shall be the amount of all expenses paid or incurred
by Secured Party in consulting with counsel concerning any of its rights hereunder, under any Loan Documents or under applicable
law, as well as such portion of Secured Party’s overhead as Secured Party shall allocate to collection and enforcement of
the Obligations in Secured Party’s sole but reasonable discretion. All such costs and expenses shall bear interest from
the date of outlay until paid, at the highest rate allowed by law. The provisions of this Subsection shall survive the termination
of this Agreement and Secured Party’s security interest hereunder and the payment of all Obligations.


 


(u)        Joint
and Several Liability. The liability of Pledgor shall be joint and several with the liability of the Companies and any other
Person liable for the Obligations. The liability of any Company shall also be joint and several with the liability of all other
Companies under this Agreement.


  


[Signatures
on the following page]


 



    	 	15	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


PLEDGOR:


 


GROW
SOLUTIONS HOLDINGS, INC.,


a
Nevada corporation


 





	By:	 	 
	Name:	 	 
	Title:	 	 



 


STATE
OF _____________       )


SS.


COUNTY
OF _____________    )


 


The
foregoing instrument was acknowledged before me this ___ day of ___________, 2015 by _________________, who is the _________________
of Grow Solutions Holdings, Inc., a Nevada corporation, on behalf of such entity. He/She is personally known to me or has produced
__________________________ as identification.


 





	My Commission Expires:	 	 
	 	 	 
	 	 	Notary Public
	 	 	 
	 	 	Name of Notary typed or printed



 






    	 	16	 



     


    

 


COMPANIES:


 





	GROW SOLUTIONS, INC.,	 	ONE
    LOVE GARDEN SUPPLY, a
	a Delaware corporation	 	Colorado limited liability
    company



  


	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 



 


STATE
OF ____________     )


SS.


COUNTY
OF ____________ )


 


The
foregoing instrument was acknowledged before me this ___ day of ___________, 2015 by _________________, who is the _________________
of each of the above named entities. He/She is personally known to me or has produced __________________________ as identification.


 





	My Commission Expires:	 	 
	 	 	 
	 	 	Notary Public
	 	 	 
	 	 	Name of Notary typed or printed



 


 SECURED
PARTY:


 


TCA
GLOBAL CREDIT MASTER FUND, LP


 





	By:	TCA Global Credit Fund
    GP, Ltd.	 
	Its:	General Partner	 
	 	 	 
	By:	 	 
	 	Robert Press, Director	 



 


 


17