Debenture Pledge Agreement

Company Letterhead

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

DEBENTURE PLEDGE AGREEMENT

This Debenture Pledge Agreement (the "Agreement") is made and entered into as of this {{day_of_month}} day of {{month}}, {{year}}, by and between:

{{pledgor_company_name}}, a company duly incorporated and existing under the laws of {{pledgor_jurisdiction}}, with its registered office at {{pledgor_address}} (hereinafter referred to as the "Pledgor");

AND

{{pledgee_company_name}}, a company duly incorporated and existing under the laws of {{pledgee_jurisdiction}}, with its registered office at {{pledgee_address}} (hereinafter referred to as the "Pledgee").

The Pledgor and the Pledgee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Pledgor is the beneficial owner of certain debentures as more fully described in Schedule A hereto (the "Debentures").

WHEREAS, the Pledgor is indebted to the Pledgee in the principal amount of {{loan_amount}} (the "Obligation") pursuant to a loan agreement dated {{loan_agreement_date}} (the "Loan Agreement").

WHEREAS, the Pledgor desires to pledge the Debentures to the Pledgee as security for the due and punctual performance of the Obligation.

GRANT OF PLEDGE

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby pledges, assigns, hypothecates, transfers, and grants a continuing security interest in, to and over the Debentures, and all proceeds thereof, to the Pledgee as collateral security for the prompt and complete payment and performance when due of the Obligation.

REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR

The Pledgor hereby represents and warrants to the Pledgee that:

a) The Pledgor is the lawful and beneficial owner of the Debentures, free and clear of any liens, encumbrances, charges, or security interests, other than those created by this Agreement.

b) The Pledgor has the full power and authority to enter into this Agreement and to pledge the Debentures as contemplated herein.

c) This Agreement constitutes a valid and binding obligation of the Pledgor, enforceable against it in accordance with its terms.

COVENANTS OF THE PLEDGOR

The Pledgor covenants and agrees with the Pledgee as follows:

a) To defend the Pledgee's security interest in the Debentures against all claims and demands whatsoever.

b) To execute and deliver any further documents and assurances as the Pledgee may reasonably require to perfect and protect its security interest in the Debentures.

c) Not to sell, assign, transfer, or otherwise dispose of the Debentures, or any interest therein, except as permitted by this Agreement.

EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an "Event of Default" under this Agreement:

a) Failure of the Pledgor to pay the Obligation when due, whether at maturity, by acceleration, or otherwise.

b) Breach by the Pledgor of any covenant, agreement, representation, or warranty contained in this Agreement or the Loan Agreement.

c) The Pledgor becoming insolvent or subject to any bankruptcy or insolvency proceedings.

REMEDIES UPON DEFAULT

Upon the occurrence of an Event of Default and at any time thereafter, the Pledgee may, without prejudice to any other rights or remedies available to it, exercise any or all of the following remedies:

a) To sell, assign, or otherwise dispose of the Debentures, or any part thereof, at public or private sale, with or without notice to the Pledgor.

b) To apply the proceeds of any such sale or disposition towards the satisfaction of the Obligation.

c) To exercise all rights and remedies of a secured party under the applicable laws.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. The Parties agree to submit to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}} for the resolution of any disputes arising out of or in connection with this Agreement.

MISCELLANEOUS

a) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

b) No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

c) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Debenture Pledge Agreement as of the date first above written.

PLEDGOR:

_____________________________

By: {{pledgor_signatory_name}}

Title: {{pledgor_signatory_title}}

PLEDGEE:

_____________________________

By: {{pledgee_signatory_name}}

Title: {{pledgee_signatory_title}}