Pledge Agreement Advance

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{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PLEDGE AGREEMENT FOR ADVANCE

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

PLEDGOR: {{pledgor_company_name}}, a company duly incorporated and existing under the laws of {{pledgor_jurisdiction}}, with its principal place of business at {{pledgor_address}} (hereinafter referred to as the “Pledgor”).

AND

PLEDGEE: {{pledgee_company_name}}, a company duly incorporated and existing under the laws of {{pledgee_jurisdiction}}, with its principal place of business 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 Pledgee has agreed to provide an advance (the “Advance”) to the Pledgor in the amount of {{advance_amount}} ({{advance_currency}}), subject to the terms and conditions of a separate loan agreement/advance facility agreement dated {{loan_agreement_date}} (the “Advance Agreement”).

WHEREAS, in consideration for the Advance, the Pledgor has agreed to pledge certain assets as security for the due and punctual performance of its obligations under the Advance Agreement and this Agreement.

PLEDGE OF ASSETS

1.1. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby pledges, assigns, hypothecates, and grants a continuing security interest in and to the assets described in Schedule A attached hereto (the “Pledged Assets”), to the Pledgee, as collateral security for the due and punctual payment and performance of all present and future obligations, liabilities, and indebtedness of the Pledgor to the Pledgee under the Advance Agreement and this Agreement (the “Secured Obligations”).

1.2. The Pledgor represents and warrants that it is the sole legal and beneficial owner of the Pledged Assets, free and clear of any liens, encumbrances, or adverse claims, save for those disclosed to and approved in writing by the Pledgee.

REPRESENTATIONS AND WARRANTIES OF PLEDGOR

The Pledgor hereby represents and warrants to the Pledgee that:

a) It has the full power and authority to enter into and perform its obligations under this Agreement.

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

c) The execution, delivery, and performance of this Agreement will not violate any law, regulation, or agreement to which the Pledgor is a party or by which it is bound.

d) The Pledged Assets are accurately described in Schedule A and are not subject to any prior pledge, charge, lien, or security interest, other than those created hereby or previously disclosed and consented to by the Pledgee.

COVENANTS OF PLEDGOR

The Pledgor covenants and agrees with the Pledgee as follows:

a) To maintain the Pledged Assets in good order and condition, reasonable wear and tear excepted.

b) To keep the Pledged Assets insured against all risks as the Pledgee may reasonably require, with the Pledgee noted as a loss payee.

c) Not to sell, transfer, assign, or create any further encumbrance on the Pledged Assets without the prior written consent of the Pledgee.

d) To promptly notify the Pledgee of any event that may materially impair the value of the Pledged Assets or the Pledgee’s security interest therein.

e) To execute and deliver any further documents and assurances as the Pledgee may reasonably require to perfect or maintain its security interest in the Pledged Assets.

EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

a) Failure of the Pledgor to pay any part of the Secured Obligations when due.

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

c) Any material adverse change in the financial condition of the Pledgor that, in the reasonable opinion of the Pledgee, jeopardizes the Pledgor’s ability to perform its obligations hereunder.

d) Insolvency or bankruptcy of the Pledgor, or the commencement of any insolvency or bankruptcy proceedings by or against the Pledgor.

REMEDIES ON DEFAULT

Upon the occurrence of an Event of Default and at any time thereafter, the Pledgee shall have the right, without prejudice to any other rights or remedies it may have at law or in equity, to:

a) Declare all Secured Obligations immediately due and payable.

b) Take possession of the Pledged Assets, wherever located.

c) Sell the Pledged Assets by public or private sale, with or without notice to the Pledgor, and apply the proceeds to the Secured Obligations, after deducting all costs and expenses of collection and sale.

d) Exercise any other rights and remedies available to a secured creditor under applicable law.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}} for the purpose of settling any dispute 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 discussions, negotiations, and agreements.

b) No amendment or waiver of any provision 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 remain in full force and effect.

d) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signatures

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

FOR THE PLEDGOR:

_____________________________

Name: {{pledgor_signatory_name}}

Title: {{pledgor_signatory_title}}

Company: {{pledgor_company_name}}

FOR THE PLEDGEE:

_____________________________

Name: {{pledgee_signatory_name}}

Title: {{pledgee_signatory_title}}

Company: {{pledgee_company_name}}

SCHEDULE A: DESCRIPTION OF PLEDGED ASSETS

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