Common use of PLEDGE SUPPLEMENT Clause in Contracts

PLEDGE SUPPLEMENT. This Pledge 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 as of October 22, 2015, between the undersigned and Cortland Products Corp., a Delaware corporation, in its capacity as Administrative Agent (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 Pledged Collateral. [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 agrees to all the 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 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 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 that the Pledged Securities listed on this Pledge Supplement are a part of the Pledged Securities referred to in the Pledge Agreement and shall secure all Obligations referred to in the Pledge Agreement.

PLEDGE SUPPLEMENT. This Pledge Supplement is Supplement, dated as of , 20 and , is provided in accordance with the terms delivered pursuant to Section 5.3(d) of the Guaranty and Pledge Agreement referenced referred to below. The undersigned directs that this Pledge Supplement be attached to the Pledge Agreement, dated as of October 22, 2015, between the undersigned and Cortland Products Corp., a Delaware corporation, in its capacity as Administrative Agent (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 Pledged Collateral. [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 agrees to all the 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 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 undersigned and, if applicable, is fully paid and non-assessable. The undersigned further agrees that this Pledge Supplement may be attached to the Unconditional Secured Guaranty and Pledge Agreement Agreement, dated as of , 2014 (as amended, restated, modified, renewed, supplemented or extended from time to time, the “Guaranty and that Pledge Agreement”; the Pledged Securities terms 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 are a shall be and become part of the Pledged Securities Collateral pledged by the undersigned and referred to in the Guaranty and Pledge Agreement and shall secure all Obligations referred 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 in the Pledge AgreementPledged Shares listed below on and as of the date hereof. MANDALAY DIGITAL GROUP, INC., a Delaware corporation By: Name: Title: 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 (iii) North Atlantic SBIC IV, L.P., a Delaware limited partnership (the “Purchaser” and collectively with the Companies, the “Parties” with each, a “Party”).

PLEDGE SUPPLEMENT. This Pledge Supplement is dated as of ____________, 20 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 as of October 22, 2015, of________ 200 between the undersigned and Cortland Products Corp.GREYSTONE BUSINESS CREDIT II, a Delaware corporation, L.L.C. in its capacity as Administrative Agent 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 Pledged Collateral. [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 agrees to all the 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 3 of the Pledge Agreement are and continue to be true and correct, both as 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 undersigned and, if applicable, is fully paid and non-assessable. The undersigned further agrees that this Pledge Supplement may be attached attached. to the Pledge Agreement and that the Pledged Securities Stock listed on this Pledge Supplement are a part of the Pledged Securities Stock referred to in the Pledge Agreement and shall secure all Obligations referred to in the Pledge Agreement. RNIC, INC. By Name Title 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 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 This Joinder Agreement dated as of ____________________, 2007 is by and 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, Wave2Wave Data Communications, LLC, a Delaware limited liability company, and Wave2Wave Communications Mid-West Region, LLC, a Delaware limited liability company.

PLEDGE SUPPLEMENT. This Pledge Supplement Supplement, dated __________, [199_][200_] (this "Pledge Supplement"), is dated as of , 20 and is provided in accordance with the terms delivered pursuant to Section 7.2 of the Pledge Security Agreement referenced referred to below. The undersigned directs that this Pledge Supplement be attached to the Pledge Agreement, dated as of October 22, 2015, between the undersigned and Cortland Products Corp., a Delaware corporation, in its capacity as Administrative Agent (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 Pledged Collateral. [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 agrees to all the 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 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 undersigned and, if applicable, is fully paid and non-assessable. The undersigned further agrees that this Pledge Supplement may be attached to the Pledge and Security Agreement dated as of September [__], 1998 (as from time to time amended, modified or supplemented, the "Security Agreement"; the terms defined therein and not otherwise defined herein 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 Pledged Securities shares, or interests, participations or other equivalents listed on this Pledge Supplement are a shall be and become part of the Pledged Securities Stock and Stock Collateral referred to in the Pledge Security Agreement and shall secure all the Secured Obligations and (iii) that the notes and Instruments listed on this Pledge Supplement shall become part of the Pledged Indebtedness and Indebtedness Collateral referred to in the Security Agreement and shall secure all of the Secured Obligations. The undersigned agrees that 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 the security interest created by the Security Agreement and (b) that the notes and Instruments listed on this Pledge Agreement.Supplement shall become part of the 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 Collateral listed herein on and as of the date hereof. [NAME OF GRANTOR] By:_________________________________________ Name: Title: Schedule to Pledge Supplement -------------------------------------------------------------------------------- DESCRIPTION OF PLEDGED STOCK ----------------------------

PLEDGE SUPPLEMENT. This The undersigned hereby acknowledges receipt of a copy of the foregoing Pledge Supplement is dated as together with a copy 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, to the extent required by applicable law agrees promptly to note on its books the security interests granted under such Pledge Agreement, and waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Collateral in the name of the Administrative Agent or its nominee or the exercise of voting rights by the Administrative Agent or its nominee. [NAME[S] OF ADDITIONAL PLEDGED SUBSIDIARY[IES]] By: Name: Title: FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _____________________________ _____ Shares of Common Stock of ____________, a __________ corporation, represented by Certificate No. __ (the "Stock"), standing in the name of the undersigned on the books of said corporation and does hereby irrevocably constitute and appoint ___________________________________ as the undersigned's true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the Stock, and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. Dated: _______________ [NAME OF SUBSIDIARY] By: Name: Title: BAHAMIAN PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of October 22July 2, 20152001, is entered into by and between the undersigned and Cortland Products Corp.▇▇▇▇▇▇▇ LEISURE LIMITED, a Delaware corporationcompany organized under the laws of The Commonwealth of The Bahamas, in its capacity as Administrative Agent (the “Pledge Agreement”; capitalized "Pledgor") and ABN AMRO BANK N.V., as contractual representative (the "Administrative Agent") for itself and for the "Holders of Secured Obligations" under (and as defined in) the Credit Agreement defined below. Capitalized terms used herein and not otherwise defined herein having shall have the respective meanings assigned thereto ascribed to such terms in the Pledge AgreementCredit Agreement (as defined below), and that the equity interests listed below shall be deemed to be part of the Pledged Collateral. [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 agrees to all the 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 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 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 that the Pledged Securities listed on this Pledge Supplement are a part of the Pledged Securities referred to in the Pledge Agreement and shall secure all Obligations referred to in the Pledge Agreement.

PLEDGE SUPPLEMENT. This Pledge 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 as of October May 22, 2015, between the undersigned and Cortland Products Corp.WILMINGTON TRUST, a Delaware corporationNATIONAL ASSOCIATION, in its capacity as Administrative Agent (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 Pledged Collateral. [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 agrees to all the 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 4 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 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 that the Pledged Securities listed on this Pledge Supplement are a part of the Pledged Securities referred to in the Pledge Agreement and shall secure all Obligations referred to in the Pledge Agreement.

PLEDGE SUPPLEMENT. This Pledge Supplement is Supplement, dated as of , 20 and , is provided in accordance with the terms delivered pursuant to Section 5.3(d) of the Guaranty and Pledge Agreement referenced referred to below. The undersigned directs that this Pledge Supplement be attached to the Pledge Agreement, dated as of October 22, 2015, between the undersigned and Cortland Products Corp., a Delaware corporation, in its capacity as Administrative Agent (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 Pledged Collateral. [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 agrees to all the 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 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 undersigned and, if applicable, is fully paid and non-assessable. The undersigned further agrees that this Pledge Supplement may be attached to the Unconditional Secured Guaranty and Pledge Agreement Agreement, dated as of , 2014 (as amended, restated, modified, renewed, supplemented or extended from time to time, the “Guaranty and that Pledge Agreement”; the Pledged Securities 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 are a shall be and become part of the Pledged Securities 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: 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”), Guarantor hereby unconditionally and irrevocably guarantees the prompt and complete payment of all Obligations referred and Borrower’s performance of the Purchase Agreement and the other Financing Documents according to in their terms. Capitalized terms used but not otherwise defined herein shall have the Pledge meanings given them under the Purchase Agreement. This is the “Mandalay Guaranty” contemplated by the Purchase Agreement and is subject to the provisions of a certain Amended and Restated Subordination Agreement, dated of even date herewith, between Silicon Valley Bank (“SVB”) and Purchaser.

PLEDGE SUPPLEMENT. This Pledge Supplement is PLEDGE SUPPLEMENT, dated as of December 12, 20 and 2003, is provided in accordance with delivered by UAE Ref-Fuel II Corp, a Delaware corporation, (the terms of the Pledge Agreement referenced below. The undersigned directs that this Pledge Supplement be attached "New Grantor") pursuant to the Pledge and Security Agreement, dated as of October 22November 24, 20152003 (as it may be from time to time amended, between restated, modified or supplemented, the undersigned and Cortland Products Corp."Security Agreement"), among MSW Energy Holdings II LLC, a Delaware limited liability company, MSW Energy Finance Co. II, Inc., a Delaware corporation, in its capacity the other Grantors named therein, and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Administrative Agent (the “Pledge Agreement”; capitalized Collateral Agent. Capitalized terms used and herein not otherwise defined herein having shall have the meanings assigned ascribed thereto in the Pledge Security Agreement). New Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and that does hereby grant to the equity interests listed below 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 New Grantor's guarantee of the Notes or the obligations of the Company under the Indenture 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 deemed to be part a "Grantor" for all purposes of the Pledged CollateralSecurity Agreement. [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 New Grantor hereby agrees to all the 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 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifiesmakes, as of the date hereof, all of the representations and warranties set forth above, (i) in the number of issued Security Agreement. New Grantor represents and outstanding equity interests of each Issuer held by warrants that the undersigned attached Supplements to Schedules accurately 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 completely set forth all additional information required pursuant to the undersigned and, if applicable, is fully paid Security Agreement and non-assessable. The undersigned further hereby agrees that this Pledge Supplement may be attached such Supplements to the Pledge Agreement and that the Pledged Securities listed on this Pledge Supplement are a Schedules shall constitute part of the Pledged Securities referred Schedules to the Security Agreement. Any notice or other communication shall be sent to New Grantor at the address set forth below. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ New Grantor hereby irrevocably appoints the Collateral Agent as New Grantor's attorney-in-fact, with full authority in the Pledge Agreement place and shall secure all Obligations referred to stead of New Grantor and in the Pledge name of New Grantor, and hereby agrees to be bound by all of the terms, provisions and obligations contained in Section 6 of the Security Agreement.. [Signature Page Follows]

PLEDGE SUPPLEMENT. This Pledge Supplement Supplement, dated September 23, (this "Pledge Supplement"), is dated as of , 20 and is provided in accordance with the terms delivered pursuant to Section 7.2 of the Pledge Security Agreement referenced referred to below. The undersigned directs that this Pledge Supplement be attached to the Pledge Agreement, dated as of October 22, 2015, between the undersigned and Cortland Products Corp., a Delaware corporation, in its capacity as Administrative Agent (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 Pledged Collateral. [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 agrees to all the 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 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 hereby represents and warrants that Exhibit A attached hereto completely and accurately identifies, as of the date set forth 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 undersigned and, if applicable, is fully paid and non-assessable. The undersigned further agrees that this Pledge Supplement may be attached to the Pledge and Security Agreement dated as of September 23, 1998 (as from time to time amended, modified or supplemented, the "Security Agreement"; the terms defined therein and not otherwise defined herein 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 Pledged Securities shares, or interests, participations or other equivalents listed on this Pledge Supplement are a shall be and become part of the Pledged Securities Stock and Stock Collateral referred to in the Pledge Security Agreement and shall secure all the Secured Obligations and (iii) that the notes and Instruments listed on this Pledge Supplement shall become part of the Pledged Indebtedness and Indebtedness Collateral referred to in the Security Agreement and shall secure all of the Secured Obligations. The undersigned agrees that 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 the security interest created by the Security Agreement and (b) that the notes and Instruments listed on this Pledge Agreement.Supplement shall become part of the 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 Collateral listed herein on and as of the date hereof. [NAME OF GRANTOR] By:_________________________________________ Name: Title: Schedule to Pledge Supplement -------------------------------------------------------------------------------- DESCRIPTION OF PLEDGED STOCK ----------------------------