thereto and that the Collateral Agent has a
valid, perfected first priority security interest therein.
IN WITNESS WHEREOF, New Grantor has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of _________.
[NAME OF GRANTOR]
By: _____________________________
Name:
Title:
EXHIBIT A-1
EXHIBIT B
JOINDER AGREEMENT
This JOINDER AGREEMENT, dated ______, is delivered by [NAME OF NEW GRANTOR] a
[NAME OF STATE OF INCORPORATION] [corporation] (the "New Grantor") pursuant to
the Security Agreement, dated as of _________ __, 2005 (as it may be from time
to time amended, restated, modified or supplemented, the "Security Agreement"),
among Viking Systems, Inc., the other Grantors named therein, and St. Cloud
Capital Partners, L.P., as the Collateral Agent. Capitalized terms used herein
not otherwise defined herein shall have the meanings ascribed thereto in the
Security Agreement.
New Grantor hereby confirms the grant to the Collateral Agent set forth in the
Security Agreement of, and does hereby grant to the Collateral Agent, a security
interest in all of New Grantor's right, Title and interest in and to all
Collateral to secure the Secured Obligations [and SPECIFY ANY NEW OBLIGATIONS TO
BE SECURED, E.G. NEW GUARANTEES], in each case whether now or hereafter existing
or in which New Grantor now has or hereafter acquires an interest and wherever
the same may be located. From and after the date hereof, New Grantor shall be a
"Grantor" for all purposes of the Security Agreement. New Grantor hereby makes
all of the representations and warranties set forth in the Security Agreement.
New Grantor represents and warrants that the attached Supplements to Schedules
accurately and completely set forth all additional information required pursuant
to the Security Agreement and hereby agrees that such Supplements to Schedules
shall constitute part of the Schedules to the Security Agreement.
IN WITNESS WHEREOF, New Grantor has caused this Joinder Agreement to be duly
executed and delivered by its duly authorized officer as of ______.
[NAME OF NEW GRANTOR]
By: _____________________________
Name:
Title:
Appendix B-2