Pledge Agreement

This PLEDGE AGREEMENT is dated as of October __, 2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by [COMPANY], a Delaware corporation (“Pledgor”), in favor of [COUNTERPARTY], a Delaware limited liability company (“Lender”).

RECITALS

Pursuant to that certain Plain English Growth Capital Loan and Security Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), of even date herewith, by and between Lender and Pledgor, Lender has agreed to make certain financial accommodations available for the direct or indirect benefit of Pledgor.

As of the date hereof, Pledgor is the record and beneficial owner of the Stock (as defined below) listed in Schedule I hereto.

In order to induce Lender to make the financial accommodations available pursuant to the Loan Agreement, Pledgor has agreed to pledge the Pledged Collateral (as defined below) to Lender in accordance herewith. These recitals shall be construed as part of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the covenants hereinafter contained and to induce Lender to make financial accommodations available pursuant to the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed as follows:

Definitions. All capitalized terms used herein without definitions shall have the respective meanings provided in the Loan Agreement. All terms not defined in the Loan Agreement that are defined in the UCC and used herein shall have the meanings provided in the UCC. Matters of construction established in the Loan Agreement shall be applied in this Agreement as established in the Loan Agreement. In addition, the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings:

“Excluded Foreign Subsidiary” means any Foreign Subsidiary that is a controlled foreign corporation (as defined in the IRC) in respect of which the pledge of more than 65% of the voting Stock of such Foreign Subsidiary as Pledged Collateral would result in material adverse tax consequences to Pledgor.

“Foreign Subsidiary” means, in relation to any Person, any Subsidiary of that Person that is organized under the laws of a jurisdiction other than the United States of America or any of the States (or the District of Columbia) thereof.

“Non-SPE Stock” means any and all Stock in, or issued by, a Person that is not a Special Purpose Entity.

“Pledged Collateral” has the meaning assigned to such term in Section 2.