PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of [DATE], by and between [INDIVIDUAL], a [STATE] resident, whose mailing address is _____________________________________ (“Pledgor”), and [COMPANY],a national banking association (“Bank”).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Pledgor, [COMPANY], a [STATE] limited liability company (“[COMPANY]”) (hereinafter Pledgor and [COMPANY] are sometimes collectively referred to as the “Borrowers”), [INDIVIDUAL], a [STATE] resident and Bank have entered into a Loan Agreement as of even date herewith (the “Loan Agreement”), pursuant to which Bank has agreed to loan funds to the Borrowers in accordance therewith (the “Term Loan”) and the Borrowers have executed and delivered to Bank the promissory note of even date herewith in the principal amount of [AMOUNT] and No/100ths Dollars ([AMOUNT]) (the “Term Note”); and

WHEREAS, Pledgor is the owner of _____ Class A units and _____ Class B units of membership interest of [COMPANY] (the “Existing Units”); and

WHEREAS, Pledgor has entered into a Membership Interest Purchase Agreement dated as of __________, 20__,by and among Pledgor and [COMPANY], a California corporation (“[COMPANY]”) for the purchase of _____ Class B units of membership of [COMPANY] from [COMPANY] (the “the Membership Contract”) and upon the closing of the sale of the _____ Class B units of membership under the Membership Contract, Pledgor will acquire _____ Class B units of membership of [COMPANY] (the “Acquired Units”); and

WHEREAS, Bank is only willing to make the Term Loan to the Borrowers, subject to and in accordance with the terms and provisions of the Loan Agreement, on the condition that Pledgor execute and deliver to Bank (i) this Agreement securing the Obligations, as hereinafter defined, of Pledgor under the Loan Documents, and (ii) the other Loan Documents; and

WHEREAS, to secure the Obligations of Pledgor under the Loan Documents, Pledgor has agreed to pledge to Bank the Existing Units, his rights under the Membership Contract, the Acquired Units and all after-acquired ownership or other interests of Pledgor in and to [COMPANY] including, without limitation, all rights in and to all profits, proceeds and distributions of every kind and nature whatsoever due to Pledgor with respect to the Units (collectively, the “Pledged Units”); and

WHEREAS, Pledgor is willing to enter into this Agreement in order to induce Bank to provide the Term Loan to the Borrowers, in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the above premises and the covenants contained herein, Pledgor and Bank agree as follows: