COMMERCIAL ENTERPRISE PLEDGE AGREEMENT

(For the Business Owner's Own Debt – Subject to TARES Registration)

ARTICLE 1 – PARTIES AND DEFINITIONS

1.1. Pledger (Debtor):
Title/Name-Surname: ………………………………………
MERSİS/TR Number: ………………………………………
Address: ……………………………………………………

1.2. Secured Creditor (Creditor):
Title/Name-Surname: ………………………………………
MERSIS/TR ID No: ………………………………………
Address: ……………………………………………………

1.3. Definitions:
a) Law: Law No. 6750 on Movable Property Pledges in Commercial Transactions and related regulations.
b) TARES: Movable Property Pledge Registry.
c) Pledged Movable Property/Business: The commercial enterprise subject to the pledge Article 6,as well as existing and future acquisitions of its accessories and ancillary assets.
d) Secured Debt: Article 4(interest, commission, KKDF/BSMV, expenses, insurance premiums, attorney fees, enforcement costs, etc.).
e) Default: The occurrence of any of the events specified in this agreement.

ARTICLE 2 – SUBJECT MATTER AND LEGAL NATURE OF THE AGREEMENT

2.1. The Pledgor establishes a pledge on its commercial enterprise and the entirety of its movable assets , without transfer of possession , in accordance with the provisions of the law , to secure the Secured Debt . 2.2. The pledge is deemed established upon registration with TARES; the registration annotation, rank/order, and scope are specified in this agreement and the registration documents. 2.3. The pledge is subject to the provisions of the Law, the Turkish Code of Obligations, the Turkish Commercial Code, the Enforcement and Bankruptcy Law, and related legislation.

ARTICLE 3 – AMOUNT, RANK AND ORDER OF PLEDGE

3.1. Maximum security amount for the pledge: …………. TL (in words: …………). 3.2. The pledge is established at the …………. rank . The order within the same rank is determined according to TARES records. 3.3. The parties agree that the scope of the pledge and the maximum amount will be clearly indicated in the registration.

ARTICLE 4 – SECURED DEBT

4.1. Principal Debt: The debt arising from the contract dated …/…/…… and amounting to ………… . TL .
4.2. Ancillary Claims: All ancillary claims, including contractual/default interest, expenses, commissions, taxes, insurance premiums, enforcement costs, and attorney fees.
4.3. Future Debts: Additional/renewal debts arising between the parties within the framework of the same legal/economic relationship are also covered by the security (limited to the maximum amount).

ARTICLE 5 – DELIVERY, POSSESSION AND USE

5.1. The pledge without a transfer of possession . The Pledgor shall use the pledged movable property carefully .
5.2. Disposal, exchange, transfer, or consumption outside of usual business activities Article 9 .

ARTICLE 6 – ELEMENTS INCLUDED IN THE PLEDGE (SCOPE)

The following elements, along with their accessories and additions, are covered by the lien (if applicable, the make/model/serial number/location information should be listed individually):

a) Trade Name: …………………………………
b) Business Name: ………………………………………
c) Trademarks/Registered IP: (Trademarks, patents, designs, domain names, etc.) ……………
d) Machinery-Equipment-Fixtures: (List/serial number/location) ……………
e) Stock/Inventory: (Type, quantity, turnover rate) ……………
f) Trade Receivables: (Current and future; excluding those subject to assignment prohibition) ……………
g) Rental Income/Revenue: (If any) ……………
h) License/Franchise/Distribution Rights: (Those suitable for transfer/pledging) ………
i) Vehicles (for commercial purposes): (License plate/chassis number; pledge/pledging prohibition check) ………
j) Other Movable Assets: ……………

Note: The final scope of the pledge Annex-1 (Asset List) and the TARES registration. Items subject to pledge prohibition are excluded.

ARTICLE 7 – INSURANCE OBLIGATIONS

7.1. The Pledgor is obligated to insure the movable assets covered by the policy at full value (based on renewal costs) against appropriate risks and to include a lien/beneficiary clause in the policies in favor of the Secured Creditor . 7.2. Sample policies and renewals are provided to the Secured Creditor ; if renewal is not made, the Secured Creditor may take out insurance, with the premiums and expenses added to the Pledgor's debt . 7.3. Compensation amounts are paid to the Secured Creditor and offset against the debt; if there is a shortfall, the Pledgor pays the difference immediately.

ARTICLE 8 – FINANCIAL INFORMATION DISCLOSURE AND AUDIT

8.1. The Pledgor shall provide its financial statements, inventory/asset counts, maintenance and repair documents, and insurance policies upon request. 8.2. The Secured Creditor may conduct observations/inspections at the business premises for a reasonable period of time .

ARTICLE 9 – NEGATIVE COMMITMENTS (NEGATIVE OBLIGATIONS)

9.1. Without the written consent of the Secured Creditor, the Pledgor may not: (a) transfer the pledged movable property or establish any other real obligations such as pledge/assignment; (b) relocate the business to a different address and register the address change with TARES within 10 days; (c) make alterations that significantly affect accessibility/operation without prior notification. 9.2. Sales/transfers made as part of normal business operations are considered inventory transfers and are not subject to this prohibition; however, prior written approval is required for bulk disposals that have a negative impact

ARTICLE 10 – POSITIVE OBLIGATIONS (POSITIVE COVENANTS)

10.1. The Pledgor shall maintain the pledged assets in good condition and have necessary maintenance/calibrations performed.
10.2. In the event of a claim by third parties, the Pledgor shall immediately inform the Secured Creditor and take the necessary steps to resolve the claim.
10.3. Changes to address, title, and business activity shall be reported within 10 days and registered if necessary.

ARTICLE 11 – DECLARATIONS AND WARRANTIES

11.1. The Pledgor declares that all authorizations (including board of directors/shareholders' assembly decisions) regarding the establishment, transfer, and registration of the pledge have been duly obtained. 11.2. If there are any pre-existing pledges/encumbrances on the subject of the pledge, they are indicated in Appendix 2 (List of Existing Encumbrances) in accordance with TARES records . 11.3. It is declared that there are no judicial/administrative restrictions preventing the establishment of the pledge.

ARTICLE 12 – CIRCUMSTANCES OF DEFAULT

Default shall be deemed to occur if any of the following events occur: (a) Failure to pay the secured debt on time; (b) Breach of the terms of this agreement (especially Articles 7, 8, 9 and 10); (c) Initiation of insolvency, bankruptcy, liquidation or similar proceedings against the Pledgor ; (d) Significant impairment, loss or disposal of the pledged assets; (e) Failure to fulfill insurance obligations.

ARTICLE 13 – CONSEQUENCES OF DEFAULT AND FORECLOSURE

13.1. In case of default, the Secured Creditor may, in accordance with the provisions of the Law and the Enforcement and Bankruptcy Law, demand : (a) the delivery and liquidation of the pledged movable property , (b) the application of sales methods in accordance with TARES records , (c) the immediate payment of the debt together with its ancillary claims. 13.2. The proceeds from the sale shall be offset against the debt, with expenses being covered first; any remaining balance shall be returned to the Pledgor. 13.3. The Secured Creditor reserves its priority rights arising from the law. 13.4. In case of delay, contractual/default interest shall be applied at the maximum rates stipulated in the contract/law, subject to the prohibition of compound interest.

ARTICLE 14 – REGISTRATION, AMENDMENT and CANCELLATION

14.1. The pledge becomes effective upon registration with TARES . 14.2. Changes to the scope, rank, amount of the debt, and other aspects of the pledge become valid with additional registration . 14.3. In case of liquidation of the debt, the Secured Creditor shall carry out the cancellation procedures within a reasonable time ; the reasonable expenses of the Pledgor shall be borne by the Pledgor.

ARTICLE 15 – EXPENSES, TAXES AND FEES

15.1. All registration, modification, cancellation, notary, insurance and other expenses shall be borne by the Pledgor . 15.2. Collection/enforcement costs and attorney fees shall be added to the Secured Debt.

ARTICLE 16 – NOTIFICATIONS

16.1. The party addresses are as stated in Article 1. Written notifications shall be sent to these addresses; notifications sent to the old addresses shall remain valid unless changes are notified in writing. 16.2. KEP/e-notification addresses (if any): …………………………

ARTICLE 17 – PRIVACY AND PERSONAL DATA

17.1. The parties shall keep confidential the trade secrets acquired under this agreement.
17.2. Personal data shall be processed in accordance with Law No. 6698 on the Protection of Personal Data and related legislation; and limited to the purposes of fulfilling legal obligations and pursuing debts.

ARTICLE 18 – TRANSFER AND ASSIGNMENT

18.1. The Secured Creditor may transfer their claim and their status as a secured creditor in accordance with the law; the transfer shall be registered with TARES.
18.2. The Pledgor may not transfer their rights and obligations arising from this agreement without the written consent of the Secured Creditor.

ARTICLE 19 – FORCE MAJEURE

19.1. Force majeure events beyond the control of the parties shall only delay the performance of the obligations affected by this event; the party shall immediately notify the delay and take the necessary measures to mitigate its effects.

ARTICLE 20 – DISPUTES AND APPLICABLE LAW

20.1. Turkish Law shall apply to this agreement.
20.2. In case of disputes, the Courts and Enforcement Offices of Istanbul (Çağlayan) shall have jurisdiction (for commercial transactions that do not qualify as consumer transactions).

ARTICLE 21 – ENTRY INTO FORCE, DURATION AND SIGNATURE

21.1. This agreement shall enter into force on the date of its signing by the parties and shall continue until the complete settlement of the Secured Debt. 21.2. This agreement has been drawn up in two copies on …/…/…… 21.3. Upon completion of the TARES registration, the pledge provisions shall take effect as of the registration date.

---

APPENDIX-1: List of Assets Included in the Pledge (Detailed)

• Machinery/Equipment/Fixed Asset (type-model-serial number-location)

• Stock/Inventory (groups, quantity, valuation method)

• IP assets (trademark/patent number, class, registration authority)

• Vehicles (license plate, chassis number)

• Trade receivables (short framework - those not subject to assignment prohibition)

• Other (license/distribution rights, etc.)

APPENDIX-2: List of Existing Liens and Obligations (if any)

• TARES No., degree, creditor, scope, date

APPENDIX-3: Insurance Policies and Annotations in Favor of the Secured Creditor

• Policy number, risks, insured amount, term

APPENDIX-4: Corporate Authorization Documents

• Board of Directors/Shareholders' Assembly decisions, signature circulars

---

SIGNATURE BLOCKS

PLEDGEHOLDER (DEBTOR)
Title/Name-Surname: ………………………………………
Signature/Stamp: ……………………… Date: …/…/……

SECURED CREDITOR
Title/Name-Surname: ………………………………………
Signature/Stamp: ……………………… Date: …/…/……