PLEDGE AGREEMENT

This Pledge Agreement is made on [date], between [name of debtor], a [type of entity]
of [location] (Debtor), and [name of secured party], a [type of entity] of [location]
(Secured Party).

1. Grant of Security Interest. Debtor grants to Secured Party a security interest in the
following property:

and in (a) all securities, security entitlements and other financial assets, instruments,
and other property (additional property) at any time received or receivable by Debtor
by reason of any stock dividend, stock split, recapitalization, reclassification, merger,
consolidation, liquidation, exchange, renewal, redemption, substitution, or other
transaction regarding the property described above or regarding any additional
property; (b) all dividends, interest, and other distributions at any time received or
receivable by Debtor with respect to any of the property described above or any
additional property; and (c) all proceeds of the foregoing. The foregoing properties
and proceeds are referred to in this agreement as “collateral.”

[If at any time the fair market value of any marketable securities included in the
collateral is less than [percentage] of the unpaid principal balance of the
indebtedness evidenced by the instruments, documents, or agreements
specifically listed in paragraph 2, Debtor will promptly deliver to Secured Party,
to be held by Secured Party as additional collateral, marketable securities
having a sufficient fair market value to eliminate the deficiency.]

2. Indebtedness Secured. The security interest is given to secure payment and

performance of

[Option A (All present and future indebtedness):]

[ALL OBLIGATIONS AND INDEBTEDNESS OF DEBTOR NOW OR IN THE

FUTURE OWING TO SECURED PARTY, including but not limited to all future
advances and all obligations and indebtedness of Debtor to Secured Party under this
agreement and under all other security agreements, loan agreements, pledge
agreements, assignments, mortgages, guaranties, notes, leases, and other agreements,
instruments, and documents that have been or are in the future signed by Debtor, and
all extensions or renewals of such indebtedness and obligations. The indebtedness and
obligations now owing by Debtor to Secured Party include, BUT ARE NOT
NECESSARILY LIMITED TO, the obligations and indebtedness evidenced by the
following instruments, documents, or agreements that have been executed by Debtor
unless otherwise specified under the heading “Maker.”]

[Option B (Specified indebtedness):]

[All indebtedness and obligations of Debtor to Secured Party under this agreement
and the indebtedness and obligations owing to Secured Party by Debtor that are
evidenced by the instruments, documents, or agreements listed below, including any
and all modifications, extensions, and renewals of them.]

[Option C (All present and future indebtedness owing by third party):]

[All indebtedness and obligations of Debtor to Secured Party under this agreement
and all indebtedness and obligations now or in the future owing to Secured Party by
____________ of ____________ (Other Obligor), including any and all
modifications, extensions, and renewals.]

[Option D (Specified indebtedness owing by third party):]

[All indebtedness and obligations of Debtor to Secured Party under this agreement
and the indebtedness and obligations now or in the future owing to Secured Party by a
third party or third parties that are evidenced by the instruments, documents, or
agreements listed below, including any and all modifications, extensions, and
renewals.]

[Instrument, Document, Date Amount] [Maker]

or Agreement

[This security interest secures all indebtedness and obligations now or in the future
owing to Secured Party by Debtor [and Other Obligor], regardless of whether any
such indebtedness or obligation is (a) not presently intended or contemplated by
Debtor or Secured Party [or Other Obligor], (b) indirect, contingent, or secondary,
(c) unrelated to the collateral or to any financing of the collateral by Secured Party,
(d) of a kind or class that is different from any indebtedness or obligation now owing
to Secured Party by Debtor [or Other Obligor], [or] (e) is now or in the future
evidenced by a note or other document that does not refer to this security interest or
this agreement[, or (f) not listed above].]

The indebtedness and obligations that are secured by this security interest are
collectively called the “indebtedness.”

[The indebtedness includes all indebtedness and obligations that any one or more of
the persons who sign this agreement as Debtor owe to Secured Party, regardless of
whether one or more of the persons who sign this agreement are not liable for the
indebtedness and obligations or whether one or more persons who are not parties to
this agreement are also liable for all or part of the indebtedness and obligations.]
3. Warranties and Representations. Debtor represents and warrants to, and agrees
with, Secured Party as follows:

a. Debtor is a [corporation / partnership / limited liability company /

association / trust] and is organized and validly existing in good standing under
the laws of the State of [state]; Debtor has full power and authority to enter into
and perform its obligations under this agreement; the execution, delivery, and
performance of this agreement have been duly authorized by all necessary action
of Debtor’s [board of directors / partners / members and managers / trustees /
governing body] and will not violate Debtor’s [[articles / certificate] of
incorporation or bylaws / partnership agreement / articles of organization or
operating agreement / articles of association / trust agreement / governing
instrument]; and this agreement is the valid and binding obligation of Debtor,
enforceable in accordance with its terms.

b. Debtor owns the collateral and has the unqualified right to transfer the
collateral to Secured Party. The collateral is not subject to any security interest,
lien, encumbrance, adverse claim, or other claim in favor of any third party, or to
any right or option of any third party to purchase or acquire any of the collateral.

c. Each instrument, security, or other financial asset included in the collateral is

genuine and what it purports to be and has not been materially altered. Each
security included in the collateral is validly issued, fully paid, and not subject to
calls or assessments.

d. Debtor’s address set forth on the first page of this agreement is the location of
Debtor’s [sole place of business / chief executive office / residence].

4. Agreements of Debtor. Debtor agrees that:

a. Debtor will promptly sign and deliver to Secured Party all stock powers; bond
powers; assignments; endorsements; powers of attorney; agreements; instructions
to issuers, securities intermediaries, and other parties; and other documents that
Secured Party may from time to time request to perfect Secured Party’s security
interest in the collateral or to facilitate transfer of the collateral.

b. Debtor will not sell, lease, transfer, or assign any collateral or any interest in
any collateral or permit any collateral to be transferred by operation of law.

c. Debtor will pay promptly when due all taxes and assessments on the collateral
or for its use or ownership.

d. Debtor will furnish Secured Party with such information regarding the
collateral as Secured Party may request and will allow Secured Party at any
reasonable time to inspect Debtor’s records regarding the collateral.
 e. Debtor will promptly deliver to Secured Party all certificates and other
instruments or documents evidencing title or rights to the collateral, including
certificates and other instruments and documents that Debtor receives in the
future.

f. Debtor will immediately notify Secured Party in writing of any change in

Debtor’s name, identity, or corporate structure and of any change in the location
of Debtor’s [place of business and of the location of each additional place of
business established by Debtor / chief executive office / residence].

5. Secured Party’s Rights

a. If Debtor fails to perform any of Debtor’s obligations under this agreement,

Secured Party may, without giving Debtor notice to or obtaining the consent of
Debtor, perform that obligation on Debtor’s behalf. (This may include, for
example, signing stock powers and other documents described in paragraph 4(a).)
To the extent necessary, Debtor appoints Secured Party as Debtor’s agent and
attorney-in-fact with full power and authority to perform any such obligations.
Debtor will reimburse Secured Party on demand for any expense that Secured
Party incurs in performing any such obligation and will pay to Secured Party
interest on the expense, from the date the expense was incurred by Secured Party,
at an annual rate equal to [the lesser of (i) [[percentage]/[percentage] above the
rate of interest determined from time to time by ____________, as its
“prime” interest rate], or (ii) the highest rate to which Debtor could lawfully
agree in writing /[percentage] per annum.] Secured Party is not required to
perform an obligation that Debtor has failed to perform. If Secured Party does so,
that will not be a waiver of Secured Party’s right to declare the indebtedness
immediately due and payable because of Debtor’s failure to perform.

b. With respect to the custody and preservation of the collateral in its possession,
Secured Party’s only duty will be to use reasonable care. Secured Party will have
no obligation to take any steps necessary to preserve rights against prior parties.
Secured Party will have no duty to sell any collateral even if its value declines.
Secured Party will have no obligation to exercise, or to notify Debtor of, any
conversion or redemption rights or to take any similar action with regard to any
collateral.

c. Secured Party may at any time, without notice to Debtor and without Debtor’s
consent, transfer any of the collateral into Secured Party’s name or the name of
Secured Party’s nominee.

6. Default and Acceleration. If any of the following occurs, the indebtedness will, at
Secured Party’s option, become immediately due and payable, without notice or
demand to Debtor:
a. Default occurs in the payment or performance of all or any part of any of the
indebtedness, when and as it is due and payable[, and the default continues for
[number] days after Secured Party has given written notice of it to Debtor].

b. Default occurs in the performance of any obligation of Debtor under this

agreement or under any other security agreement, loan agreement, mortgage,
assignment, guaranty, or other agreement that now or later secures or relates to
any of the indebtedness or any other indebtedness or obligation now or later
owing by Debtor to Secured Party or that secures or relates to any guaranty of any
of the indebtedness or any guaranty of any such indebtedness or obligation
(security documents) [and, in the case of a default that is capable of being
cured, the default continues for [number] days after Secured Party has given
written notice of it to Debtor].

c. Any warranty, representation, or other statement that has been or in the future is
made to Secured Party by Debtor or by any guarantor of all or part of the
indebtedness (Guarantor) in this agreement or in any security document, credit
application, financial statement, or otherwise, was false in any material respect
when made or furnished.

d. Any lien, security interest, or other encumbrance or any writ of attachment,

garnishment, levy, execution, or other legal process is ever issued against or
placed on any of the collateral.

e. Debtor [or any of Debtor’s partners / or any Guarantor / or any of

Guarantor’s partners] [dies / dissolves], becomes insolvent, or makes an
assignment for the benefit of creditors.

f. Any guaranty that now or in the future secures payment or performance of all or
any part of the indebtedness is terminated or limited for any reason, without the
written consent or agreement of Secured Party.

g. The issuer of or obligor on any of the collateral defaults in any obligation of the
issuer or obligor under the terms of the collateral, or under any agreement giving
Secured Party control over any of the collateral, or any warranty or representation
made by the issuer or obligor in any such agreement was false in any material
respect, or a petition for relief is filed by or against the issuer or obligor under any
chapter of the federal Bankruptcy Code.

h. A securities intermediary defaults in the performance of any obligation of the

securities intermediary under any existing or future agreement that gives Secured
Party control over any collateral, or any warranty or representation made by the
securities intermediary in any agreement was false in any material respect when
made, or a petition for relief is filed by or against a securities intermediary under
any chapter of the federal Bankruptcy Code.
 i. There occurs any other event or condition that Secured Party reasonably
believes seriously reduces the value to Secured Party of the collateral.

[Optional provision:]

[(j) At any time Secured Party in good faith believes that the prospect of payment
or performance of any of the indebtedness is impaired.]

If a voluntary or involuntary case in bankruptcy, receivership, or insolvency is ever

commenced by or against Debtor [or any of Debtor’s partners / or any Guarantor / or
any of Guarantor’s partners], the entire indebtedness shall automatically become
immediately due and payable, without notice or demand. All or any part of the
indebtedness also may become, or may be declared to be, immediately due and payable
under the terms of any note at any time evidencing any of the indebtedness or of any loan
agreement, security document, or other agreement entered into between Debtor and
Secured Party.

7. Remedies. Secured Party shall have all of the rights and remedies of a secured party
under applicable laws. Without limiting those rights and remedies, if all or any part of
the indebtedness is not paid at maturity:

a. Secured Party will have the right, but no obligation, without notice to Debtor
and without Debtor’s consent, to vote or give any consent with regard to any of
the collateral consisting of securities and to enter into extensions, reorganizations,
mergers, consolidations, or other agreements relating to the securities and, in
connection with the transaction, to deposit or surrender control of any of the
securities, to accept other property or money in exchange for them, and to take
any other actions regarding the securities that Secured Party considers desirable.

b. Secured Party shall have the right, but no obligation, to revoke and terminate
any or all rights that Secured Party shall have given to Debtor or permitted Debtor
to retain, to control any uncertificated security, security entitlement, or securities
account included in the collateral.

c. Secured Party will have the right, but no obligation, to exercise and enforce any
or all of Debtor’s rights and remedies with respect to the collateral, including but
not limited to the right to demand, enforce payment of, collect, and receive all
dividends, interest, principal payments, and other sums at any time owing with
respect to any of the collateral, and to apply the sums to the indebtedness in the
manner that Secured Party determines.

d. Secured Party may sell or otherwise dispose of the collateral in any

commercially reasonable manner. Any notification required to be given by
Secured Party to Debtor regarding any sale or other disposition of collateral shall
 be considered reasonable if mailed at least 10 days before the sale or other
disposition.

e. The proceeds of any collection or disposition of collateral shall be applied first

to Secured Party’s attorney fees and expenses, as provided in paragraph 8, and
then to the indebtedness, in the manner that Secured Party shall determine, and
Debtor shall be liable for any remaining deficiency.

All rights and remedies of Secured Party shall be cumulative and may be
exercised from time to time.

8. Expenses. Debtor shall reimburse Secured Party on demand for all attorney fees,
legal expenses, and other expenses that Secured Party incurs in protecting and
enforcing Secured Party’s rights under this agreement. This includes fees and
expenses incurred in trying to obtain possession of the collateral from Debtor, a
trustee or receivor in bankruptcy, or any other person. Secured Party may apply any
proceeds of collection or disposition of the collateral to Secured Party’s reasonable
attorney fees, legal expenses, and other expenses.

9. Amendments and Waivers. No provision of this agreement may be modified or

waived except by a written agreement signed by Secured Party. Secured Party will
continue to have all of Secured Party’s rights under this agreement even if Secured
Party does not fully and promptly exercise them on all occasions.

[Optional provision:]

[Debtor waives all defenses based on suretyship or impairment of Collateral. Without

limiting the generality of the preceding sentence, Secured Party may, at Secured
Party’s option, (a) waive any default or defer an action on any default; (b) extend or
modify the time or manner of payment of the indebtedness or waive or modify any
term or condition relating to the indebtedness; (c) release the collateral or other
security for the indebtedness; (d) release any person liable for any of the
indebtedness, including any debtor or guarantor; or (e) make advances or other
extensions of credit secured by this agreement; all without giving Debtor notice or
obtaining Debtor’s consent. Any such action by Secured Party will not release or
impair Secured Party’s security interest in the collateral or Debtor’s obligations under
this agreement. Secured Party’s security interest in the collateral and Debtor’s
obligations under this agreement will not be released or impaired if Secured Party
fails to obtain, perfect, or secure priority of any other security for the indebtedness
that is agreed to be given, or is given, by anyone else. Secured Party is not required to
sue on or otherwise enforce payment of the indebtedness or any other security before
exercising Secured Party’s rights under this agreement.]

10. Notices. Any notice to Debtor or Secured Party shall be deemed to have been
given when mailed, with postage prepaid, to the address of Debtor or Secured Party
appearing on the first page of this agreement, or if and when delivered personally.
 11. Other. In this agreement, “maturity” of any of the indebtedness means the time
when that indebtedness has become due and payable for any reason (including, for
example, acceleration due to default or bankruptcy).

[Option A:]

[If the instruments, documents, and agreements listed on the ____________ page of
this agreement include indebtedness and obligations owing to Secured Party by
another person, Debtor is not personally liable for such indebtedness and obligations
unless Debtor has separately guaranteed their payment or collection.]

[Option B:]

[This agreement will be governed by and interpreted according to Michigan law.]

[Option C:]

[The obligations of all persons signing this agreement as Debtor are joint and several,
and the term “Debtor” refers to each person and all such persons.]

[Optional provision:]

[SECURED PARTY AND EACH DEBTOR IRREVOCABLY AND

UNCONDITIONALLY WAIVES ITS, HIS, OR HER RIGHT TO A TRIAL BY JURY
IN ANY ACTION, INCLUDING ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM
OR THIRD-PARTY CLAIM (CLAIM) THAT IS BASED ON, ARISES OUT OF, OR
RELATES TO THIS PLEDGE AGREEMENT OR THE INDEBTEDNESS,
INCLUDING, WITHOUT LIMITATION, ANY CLAIM BASED ON, ARISING OUT
OF, OR RELATING TO ANY ACTION OR INACTION OF SECURED PARTY IN
CONNECTION WITH ANY ACCELERATION OF THE INDEBTEDNESS OR ANY
ENFORCEMENT OF SECURED PARTY’S SECURITY INTEREST IN THE
COLLATERAL.]

This agreement shall be binding on and inure to the benefit of Debtor and Secured Party
and their heirs, personal representatives, successors, and assigns.

Debtor and Secured Party have executed this pledge agreement on the date written on the
first page of this agreement.

DEBTOR
[Name of debtor]

By: /s/______________________
[Typed name of authorized signer]
Its: [Title of authorized signer]

SECURED PARTY
[Name of secured party]

By: /s/______________________
[Typed name of authorized signer]
Its: [Title of authorized signer]