Common use of PLEDGE SUPPLEMENT Clause in Contracts

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENT, dated March 31, 2016, is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of June 24, 2015 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among 8point3 Operating Company, LLC, the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. 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 Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement, dated March 31as of , 201620 , is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company (the “Grantor”) pursuant to Section 5.3(d) of the Guaranty and Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Supplement may be attached to the Unconditional Secured Guaranty and Security Pledge Agreement, dated as of June 24, 2015 2014 (as it may be from time to time amended, restated, modified modified, renewed, supplemented or supplementedextended from time to time, the “Security Guaranty and Pledge Agreement”), among 8point3 Operating Company, LLC, ; the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein defined therein and not otherwise defined herein being used as therein defined), made by the undersigned, as Guarantor, in favor of North Atlantic SBIC IV, L.P., as Purchaser. The shares of capital stock or other equity securities listed on this Pledge Supplement shall have be and become part of the meanings ascribed thereto Pledged Collateral pledged by the undersigned and referred to in the Security AgreementGuaranty and Pledge Agreement and shall secure all the Guarantor Obligations. Grantor The undersigned hereby confirms certifies that the grant to the Collateral Agent representation and warranties set forth in Section 4.1 of the Security Guaranty and Pledge Agreement ofare true and correct in all material respects with respect to the Pledged Shares listed below on and as of the date hereof. MANDALAY DIGITAL GROUP, INC., a Delaware corporation By: Name: Title: Name of Pledged Share Issuer Jurisdiction of Organization Number of Shares Authorized Number of Shares Issued Number of Shares Outstanding Number of Shares Owned by Guarantor % of Outstanding Shares Pledged Certificate Number Exhibit E Final Form SECURITIES PURCHASE AGREEMENT1 THIS SECURITIES PURCHASE AGREEMENT is made as of [ ], 201[ ], by and among (i) Appia, Inc., a Delaware corporation (“Appia”), (ii) Mandalay Digital Group, Inc., a Delaware corporation (“Mandalay” and together with Appia, the “Companies” with each, a “Company”), and does hereby grant to the Collateral Agent(iii) North Atlantic SBIC IV, L.P., a security interest in all of Grantor’s rightDelaware limited partnership (the “Purchaser” and collectively with the Companies, title and interest inthe “Parties” with each, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTERESTa “Party”).

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement, dated March 31__________, 2016[199_][200_] (this "Pledge Supplement"), is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company pursuant to Section 7.2 of the Security Agreement referred to below. The undersigned hereby agrees (the “Grantor”i) pursuant that this Pledge Supplement may be attached to the Pledge and Security Agreement, Agreement dated as of June 24September [__], 2015 1998 (as it may be from time to time amended, restated, modified or supplemented, the “"Security Agreement”), among 8point3 Operating Company, LLC, "; the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein defined therein and not otherwise defined herein shall have the meanings ascribed being used as therein defined), made by Easyriders, Inc. and certain of its Subsidiaries signatory thereto in favor of Nomura Holding America Inc., (ii) that the Security Agreement. Grantor hereby confirms shares, or interests, participations or other equivalents listed on this Pledge Supplement shall be and become part of the grant Pledged Stock and Stock Collateral referred to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in shall secure all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest Obligations and wherever the same may be located. Grantor represents and warrants (iii) that the attached Supplements notes and Instruments listed on this Pledge Supplement shall become part of the Pledged Indebtedness and Indebtedness Collateral referred to Schedules accurately and completely set forth all additional information required to be provided pursuant to in the Security Agreement and hereby shall secure all of the Secured Obligations. The undersigned agrees that such Supplements the shares, or interests, participations or other equivalents listed on the attached Schedule shall for all purposes constitute Pledged Stock and Stock Collateral and shall be subject to Schedules the security interest created by the Security Agreement and (b) that the notes and Instruments listed on this Pledge Supplement shall constitute become part of the Schedules Pledged Indebtedness and Indebtedness Collateral referred to in the Security Agreement and shall secure all of the Secured Obligations. The undersigned hereby certifies that the representations and warranties set forth in Section 7.1 of the Security Agreement of the undersigned are true and correct as to the Security AgreementCollateral listed herein on and as of the date hereof. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS [NAME OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT GRANTOR] By:_________________________________________ Name: Title: Schedule to Pledge Supplement -------------------------------------------------------------------------------- DESCRIPTION OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).PLEDGED STOCK ----------------------------

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement, dated March 31as of , 201620 , is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company (the “Grantor”) pursuant to Section 5.3(d) of the Guaranty and Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Supplement may be attached to the Unconditional Secured Guaranty and Security Pledge Agreement, dated as of June 24, 2015 2014 (as it may be from time to time amended, restated, modified modified, renewed, supplemented or supplementedextended from time to time, the “Security Guaranty and Pledge Agreement”; the terms defined therein and not otherwise defined herein being used as therein defined), made by the undersigned, as Guarantor, in favor of Silicon Valley Bank, as Bank. The shares of capital stock or other equity securities listed on this Pledge Supplement shall be and become part of the Pledged Collateral pledged by the undersigned and referred to in the Guaranty and Pledge Agreement and shall secure all the Guarantor Obligations. The undersigned hereby certifies that the representation and warranties set forth in Section 4.1 of the Guaranty and Pledge Agreement are true and correct in all material respects with respect to the Pledged Shares listed below on and as of the date hereof. MANDALAY DIGITAL GROUP, INC., a Delaware corporation By: Name: Title: Name of Pledged Share Issuer Jurisdiction of Organization Number of Shares Authorized Number of Shares Issued Number of Shares Outstanding Number of Shares Owned by Guarantor % of Outstanding Shares Pledged Certificate Number Exhibit D Final Form UNCONDITIONAL SECURED GUARANTY AND PLEDGE AGREEMENT This UNCONDITIONAL SECURED GUARANTY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of , 2014, by MANDALAY DIGITAL GROUP, INC., a Delaware corporation (“Guarantor”), in favor of NORTH ATLANTIC SBIC IV, L.P., a Delaware limited partnership (“Purchaser”). For and in consideration of all extensions of credit, loans and other financial accommodations provided by Purchaser to Appia, Inc. (“Borrower”), which loans were and/or will be made pursuant to a Securities Purchase Agreement among Borrower, Guarantor and Purchaser, dated of even date herewith, as amended from time to time, and any and all duly made modifications, extensions or renewals thereof (the “Purchase Agreement”), among 8point3 Operating Company, LLC, Guarantor hereby unconditionally and irrevocably guarantees the prompt and complete payment of all Obligations and Borrower’s performance of the Purchase Agreement and the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral AgentFinancing Documents according to their terms. Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed thereto in given them under the Security Purchase Agreement. Grantor hereby confirms This is the grant “Mandalay Guaranty” contemplated by the Purchase Agreement and is subject to the Collateral Agent set forth in the Security Agreement ofprovisions of a certain Amended and Restated Subordination Agreement, dated of even date herewith, between Silicon Valley Bank (“SVB”) and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST)Purchaser.

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement, dated March 31as of , 201620 , is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company (the “Grantor”) pursuant to Section 5.3(d) of the Guaranty and Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Supplement may be attached to the Unconditional Secured Guaranty and Security Pledge Agreement, dated as of June 24, 2015 2014 (as it may be from time to time amended, restated, modified modified, renewed, supplemented or supplementedextended from time to time, the “Security Guaranty and Pledge Agreement”), among 8point3 Operating Company, LLC, ; the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein defined therein and not otherwise defined herein being used as therein defined), made by the undersigned, as Guarantor, in favor of North Atlantic SBIC IV, L.P., as Purchaser. The shares of capital stock or other equity securities listed on this Pledge Supplement shall have be and become part of the meanings ascribed thereto Pledged Collateral pledged by the undersigned and referred to in the Security AgreementGuaranty and Pledge Agreement and shall secure all the Guarantor Obligations. Grantor The undersigned hereby confirms certifies that the grant to the Collateral Agent representation and warranties set forth in Section 4.1 of the Security Guaranty and Pledge Agreement of, are true and does hereby grant correct in all material respects with respect to the Collateral AgentPledged Shares listed below on and as of the date hereof. MANDALAY DIGITAL GROUP, INC., a security interest in all Delaware corporation By: Name: Title: Name of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part Pledged Share Issuer Jurisdiction of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).Organization Number of Shares Authorized Number of Shares Issued Number of Shares Outstanding Number of Shares Owned by Guarantor % of Outstanding Shares Pledged Certificate Number

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENT, dated March 31[_______], 2016, is delivered by 8point3 OpCo Stateline Holdings, LLC, a Delaware limited liability company, and FSAM Kingbird Solar DS Holdings, LLC, a Delaware limited liability company (the each, a “Grantor”) pursuant to the Pledge and Security Agreement, dated as of June 24, 2015 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among 8point3 Operating Company, LLC, the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Each 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 such Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located. Each Grantor represents and warrants that that, with respect to such Grantor, the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).. [Signature Page Follows]

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENT, dated March 31_________, 2016, is delivered by FSAM Kingbird Solar HoldingsSunPower Commercial III Class B, LLC, a Delaware limited liability company (the company, ( a “Grantor”) pursuant to the Pledge and Security Agreement, dated as of June 24, 2015 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among 8point3 Operating Company, LLC, the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. The 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 the Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which the Grantor now has or hereafter acquires an interest and wherever the same may be located. The Grantor represents and warrants that that, with respect to the Grantor, the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).. [Signature Page Follows]

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement is dated as of , dated March 31, 2016, 20 and is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company (provided in accordance with the “Grantor”) pursuant terms of the Pledge Agreement referenced below. The undersigned directs that this Pledge Supplement be attached to the Pledge and Security Agreement, dated as of June 24October 22, 2015 2015, between the undersigned and Cortland Products Corp., a Delaware corporation, in its capacity as Administrative Agent (as it may be from time to time amended, restated, modified or supplemented, the “Security Pledge Agreement”), among 8point3 Operating Company, LLC, the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized ; capitalized terms used herein and not otherwise defined herein shall have having the meanings ascribed assigned thereto in the Security Pledge Agreement), and that the equity interests listed below shall be deemed to be part of the Pledged Collateral. Grantor [The undersigned agrees by its signature below to become a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor, and the undersigned hereby confirms agrees to all the grant terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder.] The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the Collateral Agent set forth in the Security Agreement ofshares, instruments and does hereby grant any other property pledged prior to this Pledge Supplement and as to the Collateral Agentshares, a security interest in all of Grantor’s right, title instruments and interest in, any other property pledged pursuant to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be locatedthis Pledge Supplement. Grantor The undersigned hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the attached Supplements to Schedules accurately and completely date set forth all additional information required to be provided pursuant above, (i) the number of issued and outstanding equity interests of each Issuer held by the undersigned and (ii) the percentage of the undersigned’s ownership of the aggregate issued and outstanding equity interests of each Issuer. Each Pledged Security has been duly and validly authorized and issued to the Security undersigned and, if applicable, is fully paid and non-assessable. The undersigned further agrees that this Pledge Supplement may be attached to the Pledge Agreement and hereby agrees that such Supplements to Schedules shall constitute the Pledged Securities listed on this Pledge Supplement are a part of the Schedules Pledged Securities referred to in the Security Pledge Agreement and shall secure all Obligations referred to in the Pledge Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENT, dated March 31April 1, 2016, is delivered by FSAM Kingbird Solar SSCO III Class B Holdings, LLC, a Delaware limited liability company, and SSCO III Managing Member, LLC, a Delaware limited liability company (the each, a “Grantor”) pursuant to the Pledge and Security Agreement, dated as of June 24, 2015 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among 8point3 Operating Company, LLC, the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Each 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 such Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located. Each Grantor represents and warrants that that, with respect to such Grantor, the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement is dated as of ____________, 20_ and is provided in accordance with the terms of the Pledge Agreement referenced below. The undersigned directs that this Pledge Supplement be attached to the Pledge Agreement, dated March 31as of________ 200 between the undersigned and GREYSTONE BUSINESS CREDIT II, 2016L.L.C. in its capacity as Lender (the “Pledge Agreement”; capitalized terms used and not defined herein having the meanings assigned thereto in the Pledge Agreement) and that the equity interests listed below shall be deemed to be part of the Collateral. The undersigned hereby certifies that the representations and warranties in Section 3 of the Pledge Agreement are and continue to be true and correct, both as. to the shares, instruments and any other property pledged prior to this Pledge Supplement and as to the shares, instruments and any other property pledged pursuant to this Pledge Supplement. The undersigned further agrees that this Pledge Supplement may be attached. to the Pledge Agreement and that the Stock listed on this Pledge Supplement are a part of the Stock referred to in the Pledge Agreement and shall secure all Obligations referred to in the Pledge Agreement. Assignor Issuer Class of Interest Certificate(s) of Shares Number of Shares Percentage of Outstanding Shares RNIC, INC. By Name Title Exhibit A ISSUER ACKNOWLEDGEMENT The undersigned hereby acknowledge receipt of the foregoing Stock Pledge Agreement dated as of executed by RNIC, INc., a Massachusetts corporation (“Assignor”) to and for the benefit of Greystone Business Credit II, L.L.C., as Lender, and agrees to pay all payments, income and dividends (whether in cash, stock or other property), liquidating dividends, stock warrants, stock options, stock rights, subscription rights, securities of the undersigned and any other distributions of any other property which Assignor is delivered now or may hereafter be entitled to receive on account of the Stock directly to the order of Greystone Business Credit II, L.L.C. Dated this____ day of__________, 20_. Ai ZEST: RNK VA, LLC, a Virginia limited liability company By: By: Name: Name: Title: Title: Acknowledgment to Pledge Agreement JOINDER AGREEMENT This Joinder Agreement dated as of ____________________, 2007 is by FSAM Kingbird Solar Holdingsand among RNK, Inc., a Massachusetts- corporation, and RNK VA, LLC, a Virginia limited liability company (“RNK”) (collectively, the “Companies” and each a “Company”), Greystone Business Credit II, L.L.C., as Lender, Wave2Wave Communications, Inc., a Delaware corporation (“Borrower Representative”) Wave2Wave VolP Conamimications, LLC, a Delaware limited liability company (the “Grantor”) pursuant to the Pledge and Security Agreementcompany, dated as of June 24, 2015 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among 8point3 Operating CompanyWave2Wave Data Communications, LLC, the other Grantors named thereina Delaware limited liability company, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement ofWave2Wave Communications Mid-West Region, and does hereby grant to the Collateral AgentLLC, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST)Delaware limited liability company.

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement, dated March 31as of _________, 201620__, is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company (the “Grantor”) pursuant to Section 5.3(d) of the Guaranty and Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Supplement may be attached to the Unconditional Secured Guaranty and Security Pledge Agreement, dated as of June 24March 6, 2015 (as it may be from time to time amended, restated, modified modified, renewed, supplemented or supplementedextended from time to time, the “Security Guaranty and Pledge Agreement”), among 8point3 Operating Company, LLC, ; the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein defined therein and not otherwise defined herein being used as therein defined), made by the undersigned, as Guarantor, in favor of North Atlantic SBIC IV, L.P., as Purchaser. The shares of capital stock or other equity securities listed on this Pledge Supplement shall have be and become part of the meanings ascribed thereto Pledged Collateral pledged by the undersigned and referred to in the Security AgreementGuaranty and Pledge Agreement and shall secure all the Guarantor Obligations. Grantor The undersigned hereby confirms certifies that the grant to the Collateral Agent representation and warranties set forth in Section 4.1 of the Security Guaranty and Pledge Agreement of, are true and does hereby grant correct in all material respects with respect to the Collateral AgentPledged Shares listed below on and as of the date hereof. DIGITAL TURBINE, INC., a security interest in all Delaware corporation By: Name: Title: Name of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part Pledged Share Issuer Jurisdiction of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).Organization Number of Shares Authorized Number of Shares Issued Number of Shares Outstanding Number of Shares Owned by Guarantor % of Outstanding Shares Pledged Certificate Number

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement, dated March 31September 23, 2016(this "Pledge Supplement"), is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company pursuant to Section 7.2 of the Security Agreement referred to below. The undersigned hereby agrees (the “Grantor”i) pursuant that this Pledge Supplement may be attached to the Pledge and Security Agreement, Agreement dated as of June 24September 23, 2015 1998 (as it may be from time to time amended, restated, modified or supplemented, the “"Security Agreement”), among 8point3 Operating Company, LLC, "; the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized terms used herein defined therein and not otherwise defined herein shall have the meanings ascribed being used as therein defined), made by Easyriders, Inc. and certain of its Subsidiaries signatory thereto in favor of Nomura Holding America Inc., (ii) that the Security Agreement. Grantor hereby confirms shares, or interests, participations or other equivalents listed on this Pledge Supplement shall be and become part of the grant Pledged Stock and Stock Collateral referred to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in shall secure all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest Obligations and wherever the same may be located. Grantor represents and warrants (iii) that the attached Supplements notes and Instruments listed on this Pledge Supplement shall become part of the Pledged Indebtedness and Indebtedness Collateral referred to Schedules accurately and completely set forth all additional information required to be provided pursuant to in the Security Agreement and hereby shall secure all of the Secured Obligations. The undersigned agrees that such Supplements the shares, or interests, participations or other equivalents listed on the attached Schedule shall for all purposes constitute Pledged Stock and Stock Collateral and shall be subject to Schedules the security interest created by the Security Agreement and (b) that the notes and Instruments listed on this Pledge Supplement shall constitute become part of the Schedules Pledged Indebtedness and Indebtedness Collateral referred to in the Security Agreement and shall secure all of the Secured Obligations. The undersigned hereby certifies that the representations and warranties set forth in Section 7.1 of the Security Agreement of the undersigned are true and correct as to the Security AgreementCollateral listed herein on and as of the date hereof. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS [NAME OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT GRANTOR] By:_________________________________________ Name: Title: Schedule to Pledge Supplement -------------------------------------------------------------------------------- DESCRIPTION OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).PLEDGED STOCK ----------------------------

PLEDGE SUPPLEMENT. This PLEDGE SUPPLEMENTPledge Supplement is dated as of , dated March 31, 2016, 20 and is delivered by FSAM Kingbird Solar Holdings, LLC, a Delaware limited liability company (provided in accordance with the “Grantor”) pursuant terms of the Pledge Agreement referenced below. The undersigned directs that this Pledge Supplement be attached to the Pledge and Security Agreement, dated as of June 24May 22, 2015 2015, between the undersigned and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as it may be from time to time amended, restated, modified or supplemented, the “Security Pledge Agreement”), among 8point3 Operating Company, LLC, the other Grantors named therein, and Credit Agricole Corporate and Investment Bank as the Collateral Agent. Capitalized ; capitalized terms used herein and not otherwise defined herein shall have having the meanings ascribed assigned thereto in the Security Pledge Agreement), and that the equity interests listed below shall be deemed to be part of the Pledged Collateral. Grantor [The undersigned agrees by its signature below to become a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor, and the undersigned hereby confirms agrees to all the grant terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder.] The undersigned hereby certifies that the representations and warranties in Section 4 of the Pledge Agreement are and continue to be true and correct, both as to the Collateral Agent set forth in the Security Agreement ofshares, instruments and does hereby grant any other property pledged prior to this Pledge Supplement and as to the Collateral Agentshares, a security interest in all of Grantor’s right, title instruments and interest in, any other property pledged pursuant to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be locatedthis Pledge Supplement. Grantor The undersigned hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the attached Supplements to Schedules accurately and completely date set forth all additional information required to be provided pursuant above, (i) the number of issued and outstanding equity interests of each Issuer held by the undersigned and (ii) the percentage of the undersigned’s ownership of the aggregate issued and outstanding equity interests of each Issuer. Each Pledged Security has been duly and validly authorized and issued to the Security undersigned and, if applicable, is fully paid and non-assessable. The undersigned further agrees that this Pledge Supplement may be attached to the Pledge Agreement and hereby agrees that such Supplements to Schedules shall constitute the Pledged Securities listed on this Pledge Supplement are a part of the Schedules Pledged Securities referred to in the Security Pledge Agreement and shall secure all Obligations referred to in the Pledge Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).