Pandey Pledge Agreement. In order to induce the Purchasers to purchase the Units, Dr. Ramesh Pandey, the CEO of the Company, agreed to pledge to the Unit holders, effective as of the date that the indebtedness of the Company to Alembic, Limited is satisfied, 100% of the beneficial ownership in PRC Holdings, LLC and PCR Holding Company, Inc. (collectively, the “Pledged Interests”), which hold, collectively, 25% of the beneficial ownership in Vineyard Productions, LLC (“Vineyard”). Vineyard is the entity that owns the office building complex in which the Company’s offices and laboratory are located. Dr. Pandey shall be entitled to a release of the Pledged Interests at such time, if any, as the Company either pays off the Debentures, or posts cash collateral (or the substantial equivalent thereof) of $1,500,000 to the holders of the Debentures. The Company has agreed to indemnify Dr. Pandey for any loss he may incur in the event he loses any of the Pledged Interests to the Debenture holders as well as to compensate him or a charity of his designation, in consideration for providing this collateral. The Pledge Agreement also provides to Dr. Pandey the right to pledge the Pledged Interests to secure the remaining obligations of the Company to Alembic, Limited.
