Exhibit
10.29


 


PLEDGE
AND SECURITY AGREEMENT


 


This
PLEDGE AND SECURITY AGREEMENT, dated as of December 18 , 2020 (as amended, restated and otherwise modified from time to time, this “Pledge
Agreement”) is made by Bonne Santé Natural Manufacturing, Inc. f/k/a Millennium Natural Manufacturing Corp., a Florida
corporation (“Bonne Santé Natural Manufacturing”), Bonne Santé Group, Inc., a Delaware corporation
(“Bonne Sante”), Trilogy Capital Group LLC, a Delaware limited liability company (“Trilogy Capital”),
Mesa Lane LLC, a New York limited liability company (“Mesa”), Darren Minton, an individual domiciled in the
State of Florida (“Minton”), and Alfonso .J. Cervantes, an individual domiciled in the State of Florida (“Cervantes”
and together with Bonne Santé Natural Manufacturing, Bonne Sante, Trilogy Capital, Mesa, and Minton collectively referred to as
“Pledgor”), in favor of, PEAH CAPITAL, LLC, a Delaware limited liability company with an address 2650 NW 5th
AVE, Miami, FL 33127 (together with its successors and assigns, “Lender”).


 


WHEREAS
Bonne Santé Natural Manufacturing, and Bonne Sante (collectively, the “Borrowers”) have requested that
Lender make a secured credit facility in the aggregate principal amount of One Million Five Hundred Thousand 00/100 DOLLARS ($1,500,000.00)
(the “Loan”) to Borrowers, which Loan is evidenced by, amongst other documents, that certain Promissory Note,
dated as of the date hereof, in the amount of Seven Hundred Thousand ($700,000.00) made by Borrowers in favor of Lender (as amended,
restated and otherwise modified from time to time, the “Note”).


 


WHEREAS,
as a condition precedent to the making of the Loan by Lender, Lender requires that Pledgor grant it the security interests contemplated
by this Pledge Agreement; and


 


WHEREAS
The Pledgor will receive substantial direct and indirect benefits from the execution, delivery and performance of the obligations
under the Note and the other Loan Documents and is, therefore, willing to enter into this Pledge Agreement.


 


NOW,
THEREFORE, in consideration of the making of the Loan by Lender and for other good and valuable consideration, the receipt and sufficiency
of which is acknowledged, Pledgor, intending to be legally bound, hereby agrees with Lender, as follows:


 


Section
1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms
in the Loan Documents. As used in this Pledge Agreement, the following terms have the following meanings:


 


“Additional
Interests” has the meaning specified in Section 3(g).


 


“Affiliate”
means with respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such specified Person.


 




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“Bonne
Santé Equity Interests” has the meaning specified in Section 3(a).


 


“Bonne
Santé Pledged Assets” has the meaning specified in Section 3(a).


 


“Bonne
Santé Natural Manufacturing Pledged Assets” has the meaning specified in Section 3(b)


 


“Business
Day” means any day other than a Saturday, Sunday or any other day on which Lender is not open for business.


 


“Certificates”
has the meaning specified in Section 5(b).


 


“Cervantes
Equity Interests” has the meaning specified in Section 3 (f).


 


“Collateral”
means (i) the Bonne Santé Pledged Assets, (ii) Bonne Santé Natural Manufacturing Pledged Assets, (iii) the Pledged Interests,
and (iv) everything else contained in Section 3.


 


“Control”
means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, through the ownership of voting securities, by contract or otherwise, and the terms.


 


“Controlled”,
“Controlling” and “Common Control” shall have correlative meanings.


 


“Equity
Interests” means, with respect to any Pledgor, all of the shares of capital stock of (or other ownership or profit
interests in) such Pledgor, all of the warrants, options or other rights for the purchase or acquisition from such Pledgor of shares
of capital stock of (or other ownership or profit interests in) such Pledgor, all of the securities convertible into or exchangeable
for shares of capital stock of (or other ownership or profit interests in) such Pledgor or warrants, rights or options for the
purchase or acquisition from such Pledgor of such shares (or such other interests), and all of the other ownership or profit
interests in such Pledgor (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or
not such shares, warrants, options, rights or other interests are outstanding on any date of determination.


 


“Event
of Default” has the meaning specified in Section 16.


 


“Governmental
Authority” means any board, commission, department or body of any municipal, county, state or federal governmental unit, or
any subdivision of any of them, that has or acquires jurisdiction over the Property or the Collateral or the use, operation or improvement
of the Property.


 


“Law”
or “Laws” means, as the context may require, any applicable treaty, federal, state or local statute, Law, rule,
regulation, ordinance, order, code, policy or rule of common Law, now or hereafter in effect, and any judicial or administrative
interpretation of any of the foregoing by a Governmental Authority or otherwise, together with any judicial or administrative order,
consent decree, judgment or agreement with a Governmental Authority.


 






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“Lender”
has the meaning specified in the Preamble hereto.


 


“Loan” has the meaning specified in the Recitals hereto.


 


“Loan
Documents” means (i) the Note of even date herewith (defined above); (ii) the Loan and Security Agreement of even date herewith,
between Pledgor, as borrower, and Lender as lender (the “LSA”); (iii) this Pledge Agreement; (iv) the Mortgage of
even date herewith (the “Mortgage”); (v) the two UCC-1 financing statements identifying Lender as a Secured Party
and Bonne Santé Natural Manufacturing, and Bonne Santé as Debtor, one filed in the State of Florida and the other in the
State of Delaware (collectively, the “UCC-1”), (vi) the Corporate Guaranty of Bonne Santé Natural Manufacturing,
and Corporate Guaranty of Bonne Santé of even date herewith (each a “Corporate Guaranty”), and (vii) the Bad
Boy Guaranty of Cervantes (the “Bad Boy Guaranty”); (viii) the Warrant of even date herewith (the “Warrant”)
and; the Future Equity Issuance Agreement (the “Future Equity Agreement”), and any and all other documents and resolutions
executed in connection with, evidencing and/or securing the Loan from time to time, as each of the foregoing may from time to time be
amended, modified, consolidated, extended, renewed or replaced.


 


“Losses”
means any and all losses, costs and expenses incurred by Lender in respect of or as a result of any or all claims, suits, liabilities
(including strict liabilities), actions, demands, proceedings, obligations, debts, damages (including punitive and consequential damages),
trials, fines, penalties, charges, injury to a person, property or natural resource, fees, judgments, accounts, orders, adjudications,
awards, liens, injunctive relief, causes of action or amounts paid in settlement of whatever kind or nature, including reasonable attorneys’
fees and consultants’ fees and disbursements and other cost of defense or otherwise related thereto.


 


“Mesa
Equity Interests” has the meaning specified in Section 3(d).


 


“Minton Equity Interests” has the meaning specified
in Section 3(e).


 


“Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect
to nature, scope, magnitude, quantity and frequency) that does not require any board of director or shareholder approval or any other
separate or special authorization of any nature and in compliance with Applicable Law.


 


“Organizational
Documents” means all documents and agreements providing for, or related to, the formation, organization and governance of Pledgor
or Pledgor, as applicable, including their respective certificate of formation or certificate of incorporation and operating agreement
or by-laws and or any comparable formation documents of any business entity (including but not limited to partnerships)


 




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“Person”
means an individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.


 


“Pledge
Agreement” has the meaning specified in the Preamble hereto. “Pledgor” has the meaning specified in the
Preamble hereto.


 


“Pledged
Interests” means (i) Bonne Santé Equity Interests, (ii) Trilogy Capital Equity Interests, (iii) Mesa Equity Interests,
(iv) Minton Equity Interests, and (v) Cervantes Equity Interests.


 


“Pledgor
Obligations” means any and all present and future liabilities and obligations of Pledgor to Lender under the Note, and any
and all of the other Loan Documents, together with all fees and expenses incurred in collecting any or all of the items specified in
this definition of “Pledgor Obligations” or enforcing any rights under any of the documents executed in connection with any
such liabilities and obligations, including all fees and expenses of Lender’s counsel and of any experts and agents which may be
paid or incurred by Lender in collecting any such items or enforcing any such rights.


 


“Pledgor”
has the meaning specified in the Recitals hereto.


 


“Proceeds”
means all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State
of Florida on the date hereof and, in any event, shall include all dividends or other income from the Collateral and Additional Interests,
collections thereon or distributions with respect thereto.


 


“Securities
Act” has the meaning specified in Section 10(e).


 


“Trilogy
Capital Equity Interests” has the meaning specified in Section 3(c).


 


“UCC”
means the Uniform Commercial Codes of the States of Florida and Delaware, as in effect from time to time.


 


All
terms defined in the UCC that are used in this Pledge Agreement shall have the meaning specified in the UCC. Pledgor hereby acknowledges
receipt of a copy of the Note.


 


Section
2. Rules of Interpretation. When used in this Pledge Agreement: (a) “or” is not exclusive, (b) any pronouns
used shall include the corresponding masculine, feminine or neuter forms, (c) the singular form of nouns shall include the plural
and vice versa, (d) a reference to a Law includes any amendment or modification to such Law, (e) a reference to an agreement,
instrument or document includes any amendment of modification of such agreement, instrument or document if and to the extent such
amendment or modification is permitted under the applicable Loan Documents, and (f) all references in this Agreement to Sections are
references to Sections of this Pledge Agreement unless otherwise specified. All references in this Pledge Agreement to Schedules and
Exhibits are references to Schedules and Exhibits of this Pledge Agreement unless otherwise specified. In the event of any conflict
between the definition or provisions of this Agreement and the provisions of the other Loan Documents, the provisions of the LSA
shall govern.


 






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Section
3. Pledge. As collateral security for the payment and performance in full of all the Pledgor Obligations, Pledgor hereby
pledges and grants to Lender, a continuing first priority security interest in and lien on all right, title and interest of Pledgor in
and to each of the following items, whether now owned or hereafter acquired (collectively, “Collateral”):


 


(a) Pledge
by Bonne Santé. Bonne Santé pledges all assets now owned or hereafter acquired and wherever located, including but
not limited to, the following subcategories of assets (in each case as defined in the UCC): (i). Accounts; (ii). Chattel Paper; (iii).
Inventory; (iv). Equipment; (v). Instruments including but not limited to, Promissory Notes; (vi). Investment Property; (vii). Documents;
(viii). Deposit Accounts; (ix). Letter of Credit Rights; (x). General Intangibles; (xi). Payment Intangibles; (xii). Supporting Obligations;
and (xiii). Proceeds and Products of the foregoing (the “Bonne Santé Pledged Assets”). Additionally, Bonne
Santé pledges all of its equity interests and shares in Bonne Santé Natural Manufacturing, which as of the date of this
Agreement, is 100% of the outstanding shares in Bonne Santé Natural Manufacturing (the “Bonne Santé Equity Interests”),
and the certificates (if any) representing such Bonne Santé Equity Interests, and all distributions, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Bonne Santé
Equity Interests, together with all voting rights, claims, powers, privileges, benefits, remedies, options and rights of any nature which
now or hereafter exist with respect to or on account of such Bonne Santé Equity Interests, including all such items under or pursuant
to the Organizational Documents of Bonne Santé Natural Manufacturing;


 


(b) Pledge
by Bonne Santé Natural Manufacturing. Bonne Santé Natural Manufacturing pledges all assets now owned or hereafter acquired
and wherever located, including but not limited to, the following subcategories of assets (in each case as defined in the UCC): (i).
Accounts; (ii). Chattel Paper; (iii). Inventory; (iv). Equipment; (v). Instruments including but not limited to, Promissory Notes; (vi).
Investment Property; (vii). Documents; (viii). Deposit Accounts; (ix). Letter of Credit Rights; (x). General Intangibles; (xi). Payment
Intangibles; (xii). Supporting Obligations; and (xiii). Proceeds and Products of the foregoing (the “Bonne Santé Natural
Manufacturing Pledged Assets”).


 


(c) Pledge
by Trilogy Capital. Trilogy Capital pledges all of its equity interests and shares in Bonne Santé, which as of the date
of this Agreement, is 54.4% of the outstanding shares in Bonne Santé (the “Trilogy Capital Equity
Interests”), and the certificates (if any) representing such Trilogy Capital Equity Interests, and all distributions,
cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such Trilogy Capital Equity Interests, together with all voting rights, claims, powers, privileges, benefits,
remedies, options and rights of any nature which now or hereafter exist with respect to or on account of such Trilogy Capital Equity
Interests, including all such items under or pursuant to the Organizational Documents of Bonne Santé;


 






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(d) Pledge
by Mesa. Mesa pledges all of its equity interests and shares in Bonne Santé, which as of the date of this Agreement, is 7.7%
of the outstanding shares in Bonne Santé (the “Mesa Equity Interests”), and the certificates (if any) representing
such Mesa Equity Interests, and all distributions, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Mesa Equity Interests, together with all voting rights, claims, powers,
privileges, benefits, remedies, options and rights of any nature which now or hereafter exist with respect to or on account of such Mesa
Equity Interests, including all such items under or pursuant to the Organizational Documents of Bonne Santé;


 


(e) Pledge
by Minton. Minton pledges all of his equity interests and shares in Bonne Santé, which as of the date of this Agreement, is
7.7% of the outstanding shares in Bonne Santé (the “Minton Equity Interests”), and the certificates (if any)
representing such Minton Equity Interests, and all distributions, cash, instruments and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such Minton Equity Interests, together with all voting rights,
claims, powers, privileges, benefits, remedies, options and rights of any nature which now or hereafter exist with respect to or on account
of such Minton Equity Interests, including all such items under or pursuant to the Organizational Documents of Bonne Santé;


 


(f) Pledge
by Cervantes. Cervantes pledges all of his equity interests and shares in Bonne Santé, which as of the date of this Agreement,
is 13.4% of the outstanding shares in Bonne Santé (the “Cervantes Equity Interests”), and the certificates
(if any) representing such Cervantes Equity Interests, and all distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of such Cervantes Equity Interests, together
with all voting rights, claims, powers, privileges, benefits, remedies, options and rights of any nature which now or hereafter exist
with respect to or on account of such Cervantes Equity Interests, including all such items under or pursuant to the Organizational Documents
of Bonne Santé;


 


(g) Additional
Interests. All Additional Interests in Pledgor from time to time acquired by Pledgor in any manner (the “Additional Interests”),
and the certificates (if any) representing such Additional Interests, and all distributions, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Interests,
together with all voting rights, claims, powers, privileges, benefits, remedies, options and rights of any nature which now or hereafter
exist with respect to or on account of such Additional Interests, including all such items under or pursuant to the Organizational Documents
of Pledgor;


 


(h) Intangibles.
All “accounts”, “general intangibles”, “instruments” and “investment property” (in each
case as defined in the UCC), and Equity Interests, in the name of and belonging to Pledgor constituting or relating to the foregoing;
and


 




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		(i)	Proceeds.
                                            All Proceeds of any and all of the foregoing.



 


Section
4. Security for Obligations. The Collateral secures the prompt and complete payment when due of all Pledgor Obligations.


 


Section
5. Perfection of Security Interest.


 


(a) Pledgor
shall make the appropriate notation in Pledgor’s books and records indicating that the Collateral is subject to the security interest
granted pursuant to this Pledge Agreement. By execution of its acknowledgment, consent and agreement at the end of this Pledge Agreement,
Pledgor hereby (i) consents to the security interest granted to Lender in the Collateral pursuant to this Pledge Agreement, and (ii)
agrees to comply with any “instructions” (as defined in Section 8102(a)(12) of the UCC) with respect to the Collateral, including
instructions regarding the transfer, redemption or other disposition of such Collateral and other Collateral or the proceeds of such
Collateral, including any distributions with respect to such Collateral.


 


(b) Upon
the written request of Lender, Pledgor will take any and all additional actions required to perfect the security interest of Lender in
each and every item of Collateral. Without limiting the foregoing, upon written request of Lender, Pledgor shall cause the Pledged Interests
and/or the Additional Interests to be represented by certificates or instruments in form and substance acceptable to Lender (the “Certificates”)
and the Certificates to be delivered to and held by or on behalf of Lender as Collateral pursuant to this Pledge Agreement simultaneously
with the execution hereof. Lender shall have the right, at any time in its discretion, (i) to exchange the Certificates or any other
instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations and (ii) to register
the Collateral in the name of Lender or its nominee. If any or all of the Collateral is an uncertificated security then, Pledgor will
take all actions required by Lender, in its sole discretion, to register such security in the name of Lender and/or cause Pledgor to
agree in writing that Pledgor will comply with the instructions from Lender without further consent of Pledgor.


 


(c) Pledgor
hereby irrevocably authorizes Lender to prepare, execute at any time and from time to time to file in any relevant jurisdiction any financing
statements, and any restatements, extensions, continuations, renewals or amendments thereof, in such form as Lender may require to perfect
or continue the perfection of the security interest and liens created pursuant to this Pledge Agreement. Such financing statements may
be described as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired or arising, and
all proceeds and products thereof” or words to that effect. Lender shall pay all reasonable expenses incident to the preparation,
execution, filing and/or recording of any of the foregoing. With respect to any of the Collateral in which a security interest is not
perfected by the filing of a financing statement, Pledgor consents and agrees to undertake, and to cooperate fully with Lender to perfect
the security interest hereby granted to Lender in the Collateral. Pledgor agrees to provide all necessary information related to such
filings to Lender promptly upon request by the Lender.


 




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(d) Immediately
upon its acquisition (directly or indirectly) of any and all new or additional Collateral, Pledgor will (i) notify Lender of the acquisition
of such Collateral, (ii) take all steps required to pledge such Collateral under this Pledge Agreement, and (iii) take all actions required
to perfect the security interest of Lender in such Collateral. If delivery of such new or additional Collateral is required under the
prior sentence, then prior to such delivery, Pledgor agrees that all such Collateral will be held separate and apart from its other property
and in express trust for Lender.


 


(e) Pledgor
will not take any actions or fail to perform any of its duties or obligations under this Pledge Agreement so that after giving effect
to such action or inaction Lender will then, or with the passage of time, cease to have a perfected first priority security interest
in any of the Collateral. Pledgor agrees that from time to time, Pledgor will promptly execute and deliver all further instruments and
documents, and take all further action, including but not limited to any and all of the actions specified above in this Section that
may be necessary or desirable, or that Lender may request, in order to perfect and protect any security interest granted or purported
to be granted under this Pledge Agreement or to enable Lender to exercise and enforce its rights and remedies under this Pledge Agreement
with respect to any of the Collateral.


 


(f) Pledgor
acknowledges and agrees that Pledgor has not “opted in” to Article 8 of the UCC with respect to the Pledged Interests.


 


(g) Pledgor
will not, and Pledgor will not permit Pledgor to, (i) change the location of its chief executive office or principal place of business,
(ii) change its name, identity, or structure, or (iii) reorganize under the Laws of another jurisdiction.


 


Section
6. Further Assurances. Pledgor shall take such further actions, and execute and/or deliver to the Lender such additional
financing statements, amendments, assignments, agreements, supplements, powers and instruments, and will obtain such governmental
consents and corporate approvals and will cause to be done all such other things, as the Lender may in its judgment deem necessary
or appropriate in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted
or purported to be granted in the Collateral as provided herein and the rights and interests granted to the Lender hereunder, and
enable the Lender to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral, including the
filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect in
any jurisdiction with respect to the security interest created hereby, all in form satisfactory to the Lender and in such offices
wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the
Collateral as provided herein and to preserve the other rights and interests granted to the Lender hereunder, as against third
parties, with respect to the Collateral. Where applicable, and with respect to, all Collateral of Pledgor over which the Lender may
obtain "control" within the meaning of section 8-106 of the UCC, Pledgor shall take all actions as may be requested from
time to time by the Lender so that control of such Collateral is obtained and at all times held by the Lender. Without limiting the
generality of the foregoing, but subject to applicable law, Pledgor shall make, execute, endorse, acknowledge, file or refile and/or
deliver to the Lender from time to time upon request by the Lender such lists, schedules, descriptions and designations of the
Collateral, statements, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Lender shall reasonably
request. If an Event of Default has occurred and is continuing, the Lender may institute and maintain, in its own name or in the
name of any Pledgor, such suits and proceedings as the Lender may deem or be advised by counsel to be necessary or expedient to
prevent any impairment of the security interest in or the perfection thereof in the Collateral. All of the foregoing shall be at the
sole cost and expense of the Pledgor.


 






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Section
7. Dividends and Distributions. As long as no Event of Default has occurred and/or such Event of Default been cured during
the applicable cure period, Pledgor shall be entitled to receive and retain any and all cash dividends and distributions made in respect
of the Collateral; provided, however, that any and all (a) dividends and distributions paid or payable, other than in cash, in respect
of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Collateral,
(b) dividends and distributions paid or payable in cash in respect of any such Collateral in connection with a partial or total liquidation
or dissolution, and (c) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any such Collateral, or as
a result of a merger, consolidation, acquisition or other exchange of assets to which Pledgor is a party, shall be, and shall be forthwith
delivered to Lender to hold as Collateral and shall, if received by Pledgor, be received in trust for the benefit of Lender, be segregated
from the other funds of Pledgor, and be forthwith delivered to Lender as Collateral in the same form as so received (with any necessary
endorsement).


 


From
and after the occurrence of an Event of Default and if not remedied by Pledgor within any applicable grace or cure period, all rights
of Pledgor to receive dividends and distributions which it would otherwise be authorized to receive and retain pursuant to this Section
shall cease, and all such rights shall thereupon become vested in Lender, and Lender shall thereupon have the sole right to receive and
hold as Collateral such dividends and distributions, and Pledgor will cause Pledgor to pay and deliver all such dividends and distributions
directly to Lender. All dividends and distributions which are received by Pledgor contrary to the provisions of this Section shall be
received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith delivered to Lender
as Collateral in the same form as so received (with any necessary endorsement).


 


Section
8. Voting Rights. As long as no Event of Default has occurred and/or such Event of Default been cured during the
applicable cure period, Pledgor shall be entitled to exercise any and all management, voting and other consensual rights pertaining
to any or all of the Collateral. Upon receipt of written notice from Lender that an Event of Default has occurred (and if not
remedied by Pledgor within any applicable grace or cure period) and that Lender chooses to exercise the management, voting and
consensual rights related to the Collateral, including all such rights under and pursuant to the terms of the Organizational
Documents of Pledgor, all rights of Pledgor to exercise such management, voting and other consensual rights shall cease, and Lender
shall then have the sole right to exercise such management, voting and other consensual rights. In exercising its management, voting
or other consensual rights with respect to the Collateral, Pledgor agrees it will not agree to or vote for (a) any changes that
contravene the terms of this Pledge Agreement, (b) any changes to the terms of any or all Organizational Documents of Pledgor or
Pledgor, or (c) any changes which could impair the value of any or all of the Collateral.


 






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Section
9. Representations and Warranties. Pledgor represents and warrants to Lender as follows:


 


(a) Ownership
of Collateral. Pledgor is the legal and beneficial owner of the Collateral and has good and marketable title to the Collateral. The
Collateral is one hundred percent (100%) of the outstanding membership interests in Pledgor. The Collateral is not evidenced by a certificate
or other instrument.


 


(b) Limitations
on Collateral. None of the Collateral is subject to any agreement that (i) provides for the sale, assignment, transfer or other disposition
of such Collateral, or (ii) limits or restricts the granting of a security interest in, or the sale of, such Collateral pursuant to this
Pledge Agreement.


 


(c) Security
Interest. This Pledge Agreement creates a valid security interest in the Collateral and such security interest secures the payment
of all Pledgor Obligations. None of the Collateral is subject to a security interest, lien, charge or encumbrance, except for the security
interest created by this Pledge Agreement. All actions necessary or desirable to perfect and protect such security interest have been
duly taken or will be taken contemporaneously with the execution of this Pledge Agreement. Such security interest is a first priority
security interest with respect to the Collateral.


 


(d) Collateral.
Each item of Collateral has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding agreements,
options and contracts to sell all or any portion of the Collateral. There are no outstanding agreements limiting or restricting the granting
of a security interest in, or the sale or transfer of, any or all of the Collateral other than those set forth in Article VII in the
LSA. There are no unpaid expenses, capital contributions, costs, fees, charges, or other payments of any kind related to any or all of
the Collateral required to be funded or contributed by Pledgor that have not been satisfied other than those in the Ordinary Course of
Business and disclosed in writing to Lender.


 


(e) Information
Regarding Perfection of Security Interest. The exact legal names and state of formation of each Pledgor is set forth in the Preamble
to this Pledge Agreement. Pledgor has not been known by any other name during the past five (5) years.


 


(f) Formation,
Good Standing, Power and Due Qualification. Trilogy Capital, Mesa, Bonne Santé Natural Manufacturing, and Bonne Sante each
are (i) a limited liability company or corporation duly formed, validly existing, and in good standing under the Laws of the jurisdiction
of its incorporation or formation, (ii) each has the limited liability company or corporate power and authority to own its assets and
to transact the business in which it now engages or proposes to engage in, and (iii) each are duly qualified as a foreign limited liability
company or foreign corporation and is in good standing under the Laws of each other jurisdiction in which such qualification is required.


 






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(g) Authority,
No Contravention. The execution, delivery and performance by Trilogy Capital, Mesa, Bonne Santé Natural Manufacturing, and
Bonne Sante of this Pledge Agreement are within its limited liability company or corporate powers, have been duly authorized by all necessary
limited liability company or corporate action, and do not and will not (i) require any consent or approval of its members, managers,
shareholders or directors which has not been obtained, or (ii) contravene Pledgor’s Organizational Documents. The execution, delivery
and performance by Pledgor of this Pledge Agreement do not and will not (x) violate any provision of any Law, order, writ, judgment,
injunction, decree, determination, or award presently in effect applicable to it, (y) result in a breach of or constitute a default under
any indenture or loan or credit agreement or any other agreement, lease, or instrument to which it is a party or by which it or its properties
may be bound or affected, or (z) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties
now owned or hereafter acquired by it.


 


(h) Governmental
Authority. No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required
for the due execution, delivery and performance by Pledgor of this Pledge Agreement.


 


(i) Legally
Enforceable Pledge Agreement. This Pledge Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor
in accordance with its terms, except to the extent that such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization,
receivership, and other similar Laws affecting creditors' rights generally, or (ii) general equitable principles (including specific
performance and injunctive relief), regardless of whether the issue of enforceability is considered in a proceeding in equity or at Law.


 


(j) Subordination.
The obligations of Pledgor under this Pledge Agreement are not subordinated in any way to any other obligations of Pledgor or to the
rights of any other Person.


 


(k) Organizational
Documents. Each of the Organizational Documents of Pledgor has been duly executed by all parties thereto and constitutes the legal,
valid and binding obligations of each of the parties thereto, enforceable in accordance with its terms. Each of the Organizational Documents
of Pledgor has been duly executed by all the parties thereto and constitutes the legal, valid and binding obligations of each of the
parties thereto, enforceable in accordance with its terms. Copies of each of the Organizational Documents of Pledgor and Pledgor have
been delivered to Lender, or shall be delivered to Lender upon written request, and such copies are true, correct and complete copies
of such Organizational Documents in effect on the date of this Pledge Agreement.


 


(l) Interests
are Securities. None of the Collateral is (i) held in a “securities account”, as defined under Article 8 of the UCC,
(ii) dealt in or traded on a securities exchange or in a securities market, or (iii) an “investment company security”, as
defined under Article 8 of the UCC. Upon receipt of written request by Lender, Pledgor shall cause Pledgor to amend its operating agreement
to comply with the requirements set forth in this Section 8(l).


 




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Section
10. Covenants. Pledgor agrees that:


 


(a) Reporting
Requirements. Pledgor shall promptly notify Lender if (i) any claim exceeding Fifty Thousand 00/100 DOLLARS ($50,000.00) is made
against any or all of the Collateral, (ii) any representation and warranty included in this Pledge Agreement would no longer be true
if made on such date, or (iii) there is a redemption or exchange of any or all of the Collateral. Pledgor will furnish to Lender from
time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the
Collateral as Lender may request, all in reasonable detail.


 


(b)
Pledgor shall not incur (i) any obligation outside the Ordinary Course of Business, (ii) any further debt, or encumber the
Collateral in any way, including without limitation, through receiving financing, merchant cash advance, and/or alternative
financing, of any kind, without the prior written consent of the Lender, which may be withheld at Lender’s sole and absolute
discretion, subject to Article VII of the LSA.


 


(c) Pledgor
agrees that all existing debt and obligations is and shall be subordinate to the Note and all obligations arising out of the Loan Documents
and that the subordination is for the benefit of and enforceable by the Lender.


 


(d) Defense
of Ownership Rights. Pledgor will defend its ownership rights in the Collateral against all claims and demands of all parties claiming
any ownership rights in any or all of the Collateral.


 


(e) Transfer
of Collateral. Pledgor will at all times hereafter continue to be the legal and beneficial owner of one hundred percent (100%) of
the membership interests of Pledgor. Pledgor shall not (i) sell, assign (by operation of Law or otherwise), transfer, encumber or otherwise
dispose of any or all of the Collateral, (ii) enter into any agreement for the sale, assignment, transfer, encumbrance or other disposition
of any or all of the Collateral, or (iii) enter into any agreement that limits or restricts the granting of a security interest in, or
the sale of, any or all of the Collateral. Additionally, no transfer of any membership interests is permitted without Lender’s
consent, which consent may be withheld in Lender’s sole and absolutely discretion.


 


(f) Issuance
of Equity Interest. Pledgor will ensure that no additional equity interest is issued by Pledgor unless such equity interest is issued
to Pledgor and is subject to a perfected first priority security interest in favor of Lender.


 


(g) Security
Interest. Pledgor shall not grant or suffer to exist any security interest upon or with respect to any or all of the Collateral,
except for the security interest granted under this Pledge Agreement. Pledgor will discharge or cause to be discharged all security interests
on any or all of the Collateral, except for the security interest under this Pledge Agreement.


 


(h) Organizational
Documents. Pledgor shall not amend, and shall not permit Pledgor to amend, any of their respective Organizational Documents. Pledgor
will and will cause Pledgor to observe and enforce all the terms and provisions of their respective Organizational Documents.


 




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(i) Books
and Records. Pledgor will, and will cause Pledgor to, keep true, complete and accurate books of record with regard to the Collateral.


 


Section
11. Rights and Remedies. If Pledgor fails to perform any agreement contained in this Pledge Agreement, Lender may itself
perform or cause performance of such agreement. If any Event of Default shall have occurred and be continuing, the Lender may exercise,
with notice pursuant to Section 18 (for the avoidance of doubt, email shall suffice), or demand upon Pledgor, in addition to the
other rights and remedies provided for herein or in any other Loan Document or otherwise available to it, all the rights and remedies
of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and Pledgor agrees that each
of the following rights, remedies and powers is commercially reasonable and that Lender may exercise or enforce the following:


 


(a) General
Remedies. Lender may exercise in respect of any or all of the Collateral all the rights and remedies provided for in this Pledge
Agreement, by Law, in equity or otherwise available to it.


 


(b) Remedies
Before Sale. Pursuant and subject to Section 7 and Section 8 hereof, Lender may require Pledgor to make all payments
and distributions on the Collateral directly to Lender.


 


(c) Sale
of Collateral. Lender may, with written notice and right to cure as per Section 18 (for the avoidance of doubt, email shall
suffice), and except as specified below, sell any and all of the Collateral at public or private sale, at any exchange, broker's board
or at any of Lender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Lender may deem
commercially reasonable. Pledgor agrees that, to the extent notice of sale shall be required by Law, at least ten (10) business days
notice to Pledgor of the time and place of any public or private sale shall constitute reasonable notification. Lender shall not be obligated
to make any sale of any or all of the Collateral after any notice of sale has been given. Lender may adjourn any public or private sale
from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.


 


(d) Proceeds.
If any of the Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the
purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell the Collateral. In no event shall
Pledgor be credited with any part of the proceeds of sale of any Collateral until and to the extent cash payment in respect thereof
is actually received by Lender. To the extent any of the Pledgor Obligations are contingent cash proceeds received by Lender in
respect of any sale of, collection from, or other realization upon all or any part of the Collateral, such proceeds may, in the
discretion of Lender, be held by Lender as collateral for such contingent Pledgor Obligations. Any cash held by Lender as Collateral
and all cash proceeds received by Lender in respect of any sale of, collection from, or other realization upon all or any part of
the Collateral may, in the discretion of Lender, be applied: (i) first, to pay all costs and expenses incurred by Lender in
connection with or incident to the custody, preservation, use or operation of, or the sale of, collection from, or other realization
upon, any and all of the Collateral; (ii) second, to pay all matured and unpaid Pledgor Obligations; (iii) third, if
and to the extent any of the Pledgor Obligations are unmatured or contingent, to provide cash collateral for all such Pledgor
Obligations; and (iv) fourth, in accordance with applicable Law, to Pledgor or such other party that is entitled to such
proceeds in accordance with applicable Law. If the proceeds of the sale of Collateral are insufficient to pay all of such Pledgor
Obligations, Pledgor agrees to pay upon demand any deficiency to Lender.


 






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(e) Transfer
of Interests. Upon the sale of the Collateral, Pledgor agrees to take all actions required to transfer its membership interests in
Pledgor from Pledgor to the Person that purchased such membership interest.


 


(f) No
Waiver and Cumulative Remedies. No failure on the part of the Lender to exercise, no course of dealing with respect to, and no delay
on the part of the Lender in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power, privilege or remedy; nor shall the Lender be required to look first to, enforce or exhaust any other security,
collateral or guaranties. Neither the Lender not any other secured party shall by any act delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies
herein provided are cumulative and are not exclusive of any rights or remedies provided by law.


 


Section
11. Appointment as Attorney-in-Fact. Pledgor hereby irrevocably appoints Lender attorney-in-fact and proxy, with full authority
in the place and stead of Pledgor and in the name of Pledgor, Lender or otherwise, to (a) take any and all action and exercise all rights
and remedies granted to Lender under this Pledge Agreement, and (b) execute any instrument which Lender may deem necessary or advisable
to accomplish the purpose of this Pledge Agreement. Pledgor hereby ratifies and approves all acts of Lender as its attorney in-fact pursuant
to this Section, and Lender, as its attorney in-fact, will not be liable for any acts of commission or omission, nor for any error of
judgment or mistake of fact or Law, other than those which result from Lender’s gross negligence or willful misconduct. This power,
being coupled with an interest, is irrevocable so long as this Pledge Agreement remains in effect.


 


Section
12. Duties and Reasonable Care. The powers conferred on Lender under this Pledge Agreement are solely to protect its interests
in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal
to that which Lender accords its own property, it being understood that Lender shall not have any responsibility for (a) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether
or not Lender has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties
with respect to any Collateral, or (c) the performance of any duties or obligations under the Collateral. Pledgor will remain liable
under the Organizational Documents of Pledgor to perform all of Pledgor’s duties and obligations thereunder.


 




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Section
13. Indemnity and Expenses. Pledgor agrees to indemnify Lender and each of its directors, officers, employees, agents and
affiliates from and against any and all Losses growing out of or resulting from this Pledge Agreement or the transactions contemplated
by this Pledge Agreement, including enforcement of this Pledge Agreement. Pledgor will upon demand pay to Lender the amount of any and
all reasonable expenses, including the fees and disbursements of its counsel and of any experts and agents, which Lender incurs in connection
with (a) any amendment to this Pledge Agreement, (b) the administration of this Pledge Agreement, (c) the custody, preservation, use
or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (d) the exercise or enforcement of
any of the rights of Lender under this Pledge Agreement, or (e) the failure by Pledgor to perform or observe any of the provisions of
this Pledge Agreement, (f) or otherwise protecting, enforcing or preserving any rights or remedies under this Pledge Agreement and the
other Loan Documents to which Pledgor is a party, including the fees and other charges of counsel (including the allocated fees and expenses
of internal counsel) to the Lender.


 


All
amounts due under this Section 13 shall be payable not later than five (5) days after demand therefor, shall constitute Pledgor Obligations,
and shall bear interest until paid at a rate per annum equal to the highest lawful rate per annum.


 


Without
prejudice to the survival of any other agreement of Pledgor under this Agreement or any other Loan Documents, the agreements and obligations
of Pledgor contained in this Section 13 shall survive termination of the Loan Documents and payment in full of Pledgor Obligations and
all other amounts payable under this Pledge Agreement.


 


Section
14. Amendments. No amendment or waiver of any provision of this Pledge Agreement, nor consent to any departure by Pledgor
from this Pledge Agreement, shall in any event be effective unless the same shall be in writing and signed by both Pledgor and Lender,
and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.


 


Section
15. Addresses for Notices. All notices and other communications provided for under this Pledge Agreement shall be in writing
and, mailed (certified mail, return receipt requested) or delivered by messenger or overnight delivery service, addressed to the address
specified below for the applicable party; or as to any such party at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this Section.


 


		To
                              Pledgor:	Bonne
Santé Group, Inc.



Darren
Minton


900
Biscayne Blvd, Suite R107 Miami, FL 33132


Email:


 


		To Lender:	Peah
Capital, LLC



2650
NW 5th AVE


Miami,
FL 33127


Email:


 






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All
such notices and other communications shall, shall be effective: (i) if delivered personally, at the time of delivery to the address
specified in this paragraph; or (ii) when emailed, be effective one (1) day after being sent; or (iii) when sent by regular mail, be
effective on the day delivered; or (iv) when delivered to a messenger or nationally recognized overnight delivery service, be effective
on the day actually received.


 


Section
16. Events of Default. The occurrence of any of the following shall constitute an “Event of Default”:


 


(a) the
failure of Pledgors to pay any principal, interest or other amounts required to be paid pursuant to the Note or any other Loan Document
when due;


 


(b) the
failure of Pledgor or any other Pledgor to perform or observe any term, covenant or agreement otherwise contained in this Pledge Agreement
or any other Loan Documents on its part to be performed or observed beyond any applicable cure periods contained in such documents;


 


(c) the
occurrence of an “Event of Default” as defined in and under the Note, the Loan Documents or any default under this Pledge
Agreement or any of other Loan Documents beyond any applicable cure periods contained in such documents;


 


(d) any
representation or warranty of Pledgor or any other Pledgor made herein or in any other Loan Document or in any certificate, report, financial
statement or other instrument or agreement furnished to Lender shall be false or misleading in any material respect;


 


(e) if
Pledgor attempts to place or does place a subordinate lien encumbering all or any part of the Collateral;


 


(f) if
there are any changes to the terms or provisions of any of the Organizational Documents of Pledgor;


 


 (g) if Pledgor issues additional equity interests or shares in Pledgor; or




 


(h) the
Pledgor incurs any debt, obligation, or encumbers its equity or assets, including without limitation, through receiving financing, merchant
cash advance, and/or alternative financing, of any kind, without the prior written consent of the Lender, which may be withheld at Lender’s
sole and absolute discretion subject to the provisions of Article VII of the LSA.


 






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Section
17. Continuing Security Interest, Transfer of Secured Obligations.


 


This
Pledge Agreement (a) shall create a continuing security interest in the Collateral and shall remain in full force and effect until payment
and performance in full of the Pledgor Obligations or if terminated by a written agreement executed by Lender, (b) be binding upon Pledgor,
its successors and assigns, and (c) inure to the benefit of Lender and its successors and assigns. Pledgor may not transfer or assign
any of its duties or obligations under this Pledge Agreement, unless in writing and signed by both Pledgor and Lender, and then such
assignment shall be effective only in the specific instance and for the specific purpose for which assigned. Upon payment and performance
in full of the Pledgor Obligations, the security interests granted herein shall terminate and all rights to the Collateral shall revert
to Pledgor. Upon such termination, Lender shall deliver to Pledgor, without any representations, warranties or recourse of any kind whatsoever,
all Certificates, if any, held by Lender hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request
to evidence such termination. Lender may assign or otherwise transfer, after providing written notice to Pledgor, all or a portion of
its rights or obligations with respect to the Pledgor Obligations to any other party, and such other party shall thereupon become vested
with all the benefits in respect of this Pledge Agreement granted to Lender in this Pledge Agreement or otherwise.


 


Section
18. Notice of Breach and Cure Period. If Pledgor fails to comply with any of its obligations, representations, and/or covenants
under this Agreement or any other provision of this Agreement, Lender shall provide written notice of breach to Pledgor (the “Breach
Notice”) consistent with the requirements set forth in this section. Pledgor shall then have five (5) business days from the
date of receipt of the Breach Notice to cure the breach (the “Grace Period”) or provide written proof that no breach
existed, the sufficiency of which shall be in Lender’s reasonable discretion. If Pledgor fails to cure any such breach within the
Grace Period or fails to provide proof that no claimed breach existed, then Lender shall have the right to proceed with its remedies
as set forth in greater detail in this Agreement.


 


Section
19. Governing Law; Submission to Jurisdiction.


 


(a)
THIS PLEDGE AGREEMENT WAS NEGOTIATED IN THE STATE OF FLORIDA, AND MADE BY LENDER AND ACCEPTED BY PLEDGOR IN THE STATE OF FLORIDA,
AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT THERETO WERE DISBURSED FROM THE STATE OF FLORIDA, WHICH STATE THE PARTIES AGREE HAS
A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR
THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED
ACCORDING TO, THE LAW OF THE STATE OF FLORIDA, THE LAW OF THE STATE OF FLORIDA SHALL GOVERN THE CONSTRUCTION, VALIDITY AND
ENFORCEABILITY OF ALL LOAN DOCUMENTS AND THE LOAN. TO THE FULLEST EXTENT PERMITTED BY LAW, PLEDGOR HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS
AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.


 






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(b) ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN THE APPROPRIATE
FEDERAL, STATE, OR COUNTY COURT LOCATED EXCLUSIVELY IN MIAMI-DADE COUNTY, FLORIDA AND PLEDGOR WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.


 


Section
20. Miscellaneous. This Pledge Agreement is in addition to and not in limitation of any other rights and remedies Lender may
have by virtue of any other Loan Document or any other instrument or agreement heretofore, contemporaneously herewith or hereafter executed
by Pledgor or any other party or by Law or otherwise. If any provision of this Pledge Agreement is contrary to applicable Law, such provision
shall be deemed ineffective without invalidating the remaining provisions of this Pledge Agreement. Titles in this Pledge Agreement are
for convenience of reference only and shall not affect the interpretation or construction of this Pledge Agreement. Lender shall not,
by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies under this Pledge Agreement. A waiver
by Lender of any right or remedy under this Pledge Agreement on any one occasion, shall not be construed as a bar or waiver of any such
right or remedy which Lender would have had on any future occasion nor shall Lender be liable for exercising or failing to exercise any
such right or remedy.


 


Section
21. WAIVER OF JURY TRIAL. PLEDGOR AND LENDER TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, WAIVE TRIAL BY JURY IN ANY
ACTION OR PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS. EACH OF PLEDGOR AND LENDER AGREES THAT THE OTHER MAY FILE A COPY OF THIS WAIVER WITH ANY COURT AS WRITTEN EVIDENCE
OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT OF THE OTHER IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY, AND THAT, TO THE FULLEST
EXTENT THAT IT MAY LAWFULLY DO SO, ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN PLEDGOR AND LENDER SHALL INSTEAD BE TRIED IN A COURT
OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


 


Section
22. Resolution of Drafting Ambiguities. Pledgor acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery of this Pledge Agreement, that it and its counsel reviewed and participated in the preparation and negotiation
of this Pledge Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Pledge Agreement.


 


[THE
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]


 




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IN
WITNESS WHEREOF, Pledgor has caused this Pledge Agreement to be duly executed by an officer thereunto duly authorized.


 


	 	PLEDGOR:
	 	 
	 	BONNE SANTÉ NATURAL MANUFACTURING, INC.
	 	f/k/a Millennium Natural Manufacturing Corp., a Florida Corporation
	 	 	 
	 	By:	/s/ Darren Minton 
	 	Name:	Darren Minton
	 	Title:	President
	 	Date:	12/18/20
	 	 	 
	 	BONNE SANTÉ GROUP, INC., a Delaware corporation 
	 	 
	 	By:	/s/ Alfonso J. Cervantes
	 	Name:	Alfonso J. Cervantes
	 	Title:	Executive Chairman
	 	Date:	12/18/20
	 	 	 
	 	TRILOGY CAPITAL GROUP LLC a Delaware limited liability company
	 	 
	 	By:	/s/ Alfonso J. Cervantes
	 	Name:	Alfonso J. Cervantes 
	 	Title:	 Executive Chairman
	 	Date:	12/18/20
	 	 	 
	 	ALFONSO J. CERVANTES
	 	 
	 	By:	/s/ Alfonso J. Cervantes
	 	Date:	12/18/20
	 	 	 
	 	MESA LANE LLC, a New York limited liability company
	 	 
	 	By:	/s/ Ronald Altbach
	 	Name:	Ronald Altbach
	 	Title:	Manager
	 	Date:	12/18/20
	 	 	 
	 	DARREN MINTON
	 	 	 
	 	By:	/s/ Darren Minton
	 	Date:	12/18/20


 


 


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