Common use of Pledged Indebtedness Clause in Contracts

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and Equity Interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29, 2012, among the undersigned, as Pledgor, PNC Bank, National Association, as Pledgee, and the other parties thereto (the “Pledge Agreement”), and that the Pledged Subsidiary and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Collateral referred to in said Pledge Agreement and shall secure all Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments or Equity Interests not included in the Collateral at the discretion of Pledgee may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Obligations. By: Name: Title: Pledgor Pledged Subsidiary Certificate No. Percentage of Equity Interests Physical Holder of Certificate Pledged Entity Initial Principal Amount Issue Date Maturity Date

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. 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 promissory notes, instruments and Equity Interests shares pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29______________, 20122001, among the between undersigned, as Pledgor, PNC Bank, National Associationand General Electric Capital Corporation, as PledgeeAgent, and the other parties thereto (the “"Pledge Agreement”), ") and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments or Equity Interests shares not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT NORTH AMERICA L.P. By: BRIGHTPOINT NORTH AMERICA, INC., its general partner By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- Name and Class Certificate Number Address of Pledgor Pledged Subsidiary Certificate No. Percentage Entity of Equity Interests Physical Holder Stock Number(s) of Certificate Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Initial Principal Amount Issue Date Maturity DateDate Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between WIRELESS FULFILLMENT SERVICES LLC, a California limited liability company (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. 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 promissory notes, instruments and Equity Interests shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29______________, 20122001, among the between undersigned, as Pledgor, PNC Bank, National Associationand General Electric Capital Corporation, as PledgeeAgent, and the other parties thereto (the “"Pledge Agreement”), ") and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments instruments, shares or Equity Interests interests not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT NORTH AMERICA, INC. By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- Name and Class Certificate Number of Address of Pledgor Pledged Subsidiary Certificate No. Percentage Entity of Equity Stock Number(s) Shares/Interests Physical Holder of Certificate ------------------ -------------- -------- ---------- ----------------- Initial Pledged Entity Initial Principal Amount Issue Date Maturity DateDate Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between WIRELESS FULFILLMENT SERVICES HOLDINGS, INC., a Delaware corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. 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 promissory notes, instruments and Equity Interests shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29______________, 20122001, among the between undersigned, as Pledgor, PNC Bank, National Associationand General Electric Capital Corporation, as PledgeeAgent, and the other parties thereto (the “"Pledge Agreement”), ") and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments instruments, shares or Equity Interests interests not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT INTERNATIONAL LTD. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Name and Class Certificate Number of Address of Pledgor Pledged Subsidiary Certificate No. Percentage Entity of Equity Stock Number(s) Shares/Interests Physical Holder of Certificate ------------------ -------------- -------- ---------- ----------------- Initial Pledged Entity Initial Principal Amount Issue Date Maturity DateDate Interest Rate -------------- ---------------- ---------- ------------- ------------- CONTROL AGREEMENT This Control Agreement (the "Agreement") is entered into as of the 31st day of October, 2001 by and among Brightpoint North America L.P., a Delaware limited partnership (the "Pledged Entity"), General Electric Capital Corporation, a Delaware corporation, as agent for the benefit of the Lenders (the "Secured Party"), and Brightpoint North America, Inc., an Indiana corporation ("Pledgor").

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. SCHEDULE II Pledged Entity Initial Principal Amount Issue Date Maturity Date Interest Rate None Exhibit A PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 Section 7(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Amended and Restated Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 6 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and Equity Interests shares pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29, 2012, among the between undersigned, as Pledgor, PNC Bank, National Associationthe other Pledgors signatory hereto and General Electric Capital Corporation, as PledgeeAgent, and the other parties thereto (the “Pledge Agreement”), ) and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments or Equity Interests shares not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person person or entity otherwise used as security for any obligations other than the Secured Obligations. [NAME OF PLEDGOR] By: Name: Title: Name and Address of Pledgor Pledged Subsidiary Entity Class Of Stock Certificate No. Number(s) Number Of Shares Percentage of Equity Interests Physical Holder of Certificate Outstanding Shares Pledged Entity Initial Principal Amount Issue Date Maturity DateDate Interest Rate Exhibit B AGREEMENT REGARDING UNCERTIFICATED LIMITED LIABILITY COMPANY

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWER] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. 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 promissory notes, instruments and Equity Interests shares pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29______________, 20122001, among the between undersigned, as Pledgor, PNC Bank, National Associationand General Electric Capital Corporation, as PledgeeAgent, and the other parties thereto (the “"Pledge Agreement”), ") and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments or Equity Interests shares not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. WIRELESS FULFILLMENT SERVICES LLC By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- Name and Class Certificate Number Address of Pledgor Pledged Subsidiary Certificate No. Percentage Entity of Equity Interests Physical Holder Stock Number(s) of Certificate Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Initial Principal Amount Issue Date Maturity DateDate Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT, INC., a Delaware corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. 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 promissory notes, instruments and Equity Interests shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29______________, 20122001, among the between undersigned, as Pledgor, PNC Bank, National Associationand General Electric Capital Corporation, as PledgeeAgent, and the other parties thereto (the “"Pledge Agreement”), ") and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments instruments, shares or Equity Interests interests not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. BRIGHTPOINT, INC. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Name and Class Certificate Number Address of Pledgor Pledged Subsidiary Certificate No. Percentage Entity of Equity Interests Physical Holder Stock Number(s) of Certificate Shares ------------------ -------------- -------- ---------- --------- Initial Pledged Entity Initial Principal Amount Issue Date Maturity DateDate Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT NORTH AMERICA, INC., an Indiana corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Promissory Note effective July 8, 2011 in the amount of $514,277.96, at a rate of 6% interest, payable in three installments to ENGlobal U.S., Inc. by Aspen Power, LLC and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007. Initial Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- [TO BE PROVIDED BY BORROWERS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______________ ______, ___________ is delivered pursuant to Paragraph 11 Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. 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 promissory notes, instruments and Equity Interests shares or interests pledged prior to this Pledge Amendment and as to the promissory notes, instruments and Equity Interests shares or interests pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated as of May 29______________, 20122001, among the between undersigned, as Pledgor, PNC Bank, National Associationand General Electric Capital Corporation, as PledgeeAgent, and the other parties thereto (the “"Pledge Agreement”), ") and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments instruments, shares or Equity Interests interests not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. WIRELESS FULFILLMENT SERVICES HOLDINGS, INC. By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- Name and Class Certificate Number of Address of Pledgor Pledged Subsidiary Certificate No. Percentage Entity of Equity Stock Number(s) Shares/Interests Physical Holder of Certificate ------------------ -------------- -------- ---------- ----------------- Initial Pledged Entity Initial Principal Amount Issue Date Maturity DateDate Interest Rate -------------- ---------------- ---------- ------------- ------------- PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 31, 2001, (together with all amendments, if any, from time to time hereto, this "Agreement") between BRIGHTPOINT INTERNATIONAL LTD., a Delaware corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders ("Agent").

Pledged Indebtedness. Promissory Note effective July 8Pledged Entity Principal Amount Issue Date Maturity Date Interest Rate -------------- ---------------- ---------- ------------- ------------- UT Holdings, 2011 in the Borrower, The aggregate unpaid August 15, 2000 None UT Logistics, UT amount of $514,277.96all advances, at a rate Vanguard, UT Brokerage indebtedness, loans, payments and other extensions of 6% interestcredit and obligations made by Holder to Company, payable in three installments or otherwise owing by Company to ENGlobal U.S.Holder from time to time, Inc. by Aspen Power, LLC as set forth on the Books and Aspen Pipeline, LP for unpaid balances owed to ENGlobal for services rendered under the Consulting Services Agreement dated October 10, 2007Records of Holder. [TO BE PROVIDED BY PLEDGORS] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated ______as of ________ ______, ___________ is delivered pursuant to Paragraph 11 Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed assigned thereto or incorporated by reference in the Pledge Agreement. 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 promissory notes, instruments other Instruments and Equity Interests shares pledged prior to this Pledge Amendment and as to the promissory notes, instruments other Instruments and Equity Interests shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, Agreement dated as of May 29August 15, 20122000 (the "Pledge Agreement"), by and among the undersignedUnion-Transport Corporation, Union-Transport (U.S.) Holdings, Inc., Union-Transport Brokerage Corporation, UT Services, Inc., Union-Transport Logistics Inc., and Vanguard Cargo Systems, Inc., as Pledgor, PNC Bank, National AssociationPledgors; and General Electric Capital Corporation, as Pledgee, and the other parties thereto (the “Pledge Agreement”)Agent, and that the Pledged Subsidiary Shares and Pledged Indebtedness listed on in this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said the Pledge Agreement and shall secure all Secured Obligations referred to in said the Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments other Instruments or Equity Interests shares not included in the Pledged Collateral at the discretion of Pledgee Agent may not otherwise be pledged by Pledgor to any other Person or otherwise be used as security for any obligations other than the Secured Obligations. "PLEDGOR" [ ] By: ------------------------------------ Name: ---------------------------------- Title: Pledgor Pledged Subsidiary Certificate No. Percentage of Equity Interests Physical Holder of Certificate Pledged Entity Initial Principal Amount Issue Date Maturity Date--------------------------------- PLEDGED SHARES