Exhibit 10.3


 


PLEDGE AND SECURITY AGREEMENT


 


THIS PLEDGE AND SECURITY AGREEMENT
(as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is
entered into as of November 12, 2021 by and among IPOWER INC., a Nevada corporation (the “Company”), the E Marketing
Solution Inc., a California corporation (“EMS”), Global Product Marketing Inc., a Nevada corporation (“GPM”)
and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially
the form of Annex I hereto (such additional entities, together with the Company, EMS and GPM, each a “Grantor”, and
collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative
Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement referred to below).


 


PRELIMINARY STATEMENT


 


The Grantors, the Administrative
Agent, the other Loan Parties, and the Lenders are entering into a Credit Agreement dated as of the date hereof (as it may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Each Grantor is entering into
this Security Agreement in order to induce the Lenders to enter into and extend credit to the Borrowers under the Credit Agreement and
to secure the Secured Obligations that it has agreed to guarantee pursuant to Article X of the Credit Agreement.


 


ACCORDINGLY, the Grantors
and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1.       Terms
Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such
terms in the Credit Agreement.


 


1.2.       Terms
Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement or the Credit Agreement are used
herein as defined in the UCC.


 


1.3.       Definitions
of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the first paragraph hereof and
in the Preliminary Statement, the following terms shall have the following meanings:


 


“Accounts”
shall have the meaning set forth in Article 9 of the UCC.


 


“Applicable IP Office”
means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or, solely
in the case of Section 4.7, outside the United States.


 


“Article”
means a numbered article of this Security Agreement, unless another document is specifically referenced.


 


“Chattel Paper”
shall have the meaning set forth in Article 9 of the UCC.


 


“Closing Date”
means the date of the Credit Agreement.


 







“Collateral”
shall have the meaning set forth in Article II.


 


 


 






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“Collateral Access
Agreement” means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Administrative
Agent, between the Administrative Agent and any third party (including any bailee, processor, consignee, customs broker, or other similar
Person) in possession of any Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver
or other agreement may be amended, restated, supplemented or otherwise modified from time to time.


 


“Collateral Deposit
Account” shall have the meaning set forth in Section 7.1(a).


 


“Collateral Report”
means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative
Agent or any Lender with respect to the Collateral pursuant to any Loan Document.


 


“Collection Account”
shall have the meaning set forth in Section 7.1(c).


 


“Commercial Tort
Claims” means the commercial tort claims of the Grantors described in Exhibit J.


 


“Confirmatory Grant”
shall have the meaning set forth in Section 3.10(e).


 


“Control”
shall have the meaning set forth in Article 8 of the UCC or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the
UCC.


 


“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights
and all mask works, database and design rights, whether or not registered or published, all registrations and recordations thereof and
all applications in connection therewith.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Deposit Account
Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any
Loan Party, a banking institution holding such Loan Party’s funds, and the Administrative Agent with respect to collection and control
of all deposits and balances held in a deposit account maintained by such Loan Party with such banking institution.


 


“Deposit Accounts”
shall have the meaning set forth in Article 9 of the UCC.


 


“Documents”
shall have the meaning set forth in Article 9 of the UCC.


 


“Equipment”
shall have the meaning set forth in Article 9 of the UCC.


 


“Event of Default”
means an event described in Section 5.1.


 


“Exhibit”
refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.


 


“Fixtures”
shall have the meaning set forth in Article 9 of the UCC.


 







“General Intangibles”
shall have the meaning set forth in Article 9 of the UCC.


 


 


 






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“Goods”
shall have the meaning set forth in Article 9 of the UCC.


 


“Industrial Designs”
means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to registered
industrial designs and industrial design applications.


 


“Instruments”
shall have the meaning set forth in Article 9 of the UCC.


 


“Intellectual Property”
means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of
Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Industrial Designs, Software, Trademarks, Internet
Domain Names, Trade Secrets and IP Licenses.


 


“Internet Domain
Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to internet domain names.


 


“Inventory”
shall have the meaning set forth in Article 9 of the UCC.


 


“Investment Property”
shall have the meaning set forth in Article 9 of the UCC.


 


“IP Ancillary Rights”
means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations,
continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds
and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such
Intellectual Property throughout the world, including all rights to sue or recover at law or in equity for any past, present or future
infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP
Ancillary Right throughout the world.


 


“IP License”
means all contractual obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest
in or relating to any Intellectual Property.


 


“knowledge”
means the actual knowledge of any Responsible Officer of a Grantor.


 


“Lenders”
means the lenders party to the Credit Agreement and their successors and assigns.


 


“Letter-of-Credit
Rights” shall have the meaning set forth in Article 9 of the UCC.


 


“Liabilities”
shall have the meaning set forth in the Credit Agreement.


 


“Lock Boxes”
shall have the meaning set forth in Section 7.1(a).


 


“Lock Box Agreement”
shall have the meaning set forth in Section 7.1(a).


 







“Material Intellectual
Property” means Intellectual Property that is owned by or licensed to any Grantor and material to the conduct of such Grantor’s
business (other than license agreements for commercially available off-the-shelf software that is generally available to the public which
have been licensed to Grantor pursuant to end-user licenses).


 


 


 






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“Patents”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters
patent and applications therefor.


 


“Petty Cash Accounts”
means Deposit Accounts specially and exclusively used for petty cash needs to the extent the balance of such Deposit Accounts do not to
exceed $50,000 individually or in the aggregate at any point in time.


 


“Pledged Collateral”
means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative
Agent pursuant to this Security Agreement.


 


“Receivables”
means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are
General Intangibles or which are otherwise included as Collateral.


 


“Required Secured
Parties” means (a) prior to an acceleration of the Obligations under the Credit Agreement, the Required Lenders, (b) after an
acceleration of the Obligations under the Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its
terms and all of the obligations thereunder have been Paid in Full, Lenders holding in the aggregate at least 662⁄3% of the total
of the Aggregate Revolving Exposure, and (c) after the Credit Agreement has terminated by its terms and all of the Obligations thereunder
have been Paid in Full (whether or not the Obligations under the Credit Agreement were ever accelerated), the Secured Parties holding
in the aggregate at least 662⁄3% of the aggregate net early termination payments and all other amounts then due and unpaid from any
Grantor to the Secured Parties in respect of the Secured Obligations, as determined by the Administrative Agent in its reasonable discretion.


 


“Section”
means a numbered section of this Security Agreement, unless another document is specifically referenced.


 


“Securities Account”
shall have the meaning set forth in Article 8 of the UCC.


 


“Security”
shall have the meaning set forth in Article 8 of the UCC.


 


“Security Agreement
Supplement” shall mean any Security Agreement Supplement to this Security Agreement in substantially the form of Annex I hereto
executed by an entity that becomes a Grantor under this Security Agreement after the date hereof.


 


“Software”
means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether
machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.


 


“Stock Rights”
means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become
entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting
Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire
any right, issued by an issuer of such Equity Interest.


 


“Supporting Obligations”
shall have the meaning set forth in Article 9 of the UCC.


 


“Third Party Deposit
Account” means a Collateral Deposit Account of a Grantor not maintained with the Administrative Agent.


 


 


 






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“Trade Secrets”
mean all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to proprietary,
confidential and/or non-public information, however documented, including but not limited to confidential ideas, know-how, concepts, methods,
processes, formulae, reports, data, customer lists, mailing lists, business plans and all other trade secrets.


 


“Trademarks”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks,
trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source
or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications
in connection therewith.


 


“UCC” means
the Uniform Commercial Code, as in effect from time to time, of the State of California or of any other state the laws of which are required
as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative
Agent’s or any other Secured Party’s Lien on any Collateral.


 


The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms.


 


 


ARTICLE II


GRANT OF SECURITY INTEREST


 


To secure the prompt and complete
payment and performance of the Secured Obligations, each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf
of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all
of such Grantor’s personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor
of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to,
such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”),
including:


 


	 	(i)	
all Accounts;
	 	 	 
	 	(ii)	all Chattel Paper;
	 	 	 
	 	(iii)	all Copyrights, Patents and Trademarks;
	 	 	 
		(iv)	all Documents;



 


		(v)	all Equipment;



 


		(vi)	all Fixtures;



 


		(vii)	all General Intangibles;



 


		(viii)	all Goods;



 


		(ix)	all Instruments;



 


		(x)	all Inventory;



 


		(xi)	all Investment Property;



 


		(xii)	all cash or cash equivalents;



 


 


 






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		(xiii)	all letters of credit, Letter-of-Credit Rights and Supporting Obligations;



 


		(xiv)	all Deposit Accounts with any bank or other financial institution;



 


		(xv)	all Commercial Tort Claims; and



 


		(xvi)	all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds
and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts
and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the
foregoing.



 


Notwithstanding anything herein
to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in the following
(collectively, the “Excluded Assets”):


 


		(i)	more than 65% of the Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956
2(c)(2)) in each Foreign Subsidiary directly owned by such Grantor;



 


		(ii)	any permit, license, contract or agreement to which any Grantor is a party to the extent that the collateral
assignment thereof or the creation of a security interest therein would be prohibited as a matter of law, or would constitute a breach
of the terms of such permit, license, contract or agreement, or would permit the relevant Governmental Authority or third party to terminate
such permit, license, contract or agreement, except the Collateral expressly shall include any proceeds of any of the foregoing assets;
provided that, any permit, license, contract or agreement excluded in accordance with the foregoing shall cease to be so excluded
(x) to the extent such term is, or would be (in the case of after-acquired property or changes to applicable law), rendered ineffective
under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction (or any successor provision) or any other applicable
law (including the Bankruptcy Code) or principles of equity (as determined by an applicable court); or (y) if such Grantor has obtained
all of the consents of such Governmental Authority or such third party to such license, contract or agreement necessary for the collateral
assignment of, or creation of a security interest in, such permit, license, contract or agreement; provided further that, immediately
upon the ineffectiveness, lapse or termination of any such term in any such permit, license, contract or agreement, the Collateral shall
include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had
never been in effect,



 


		(iii)	any “intent to use” Trademark applications for which a statement of use has not been filed
and accepted with the United States Patent and Trademark Office or any Intellectual Property if the grant of a Lien on or security interest
in such Intellectual Property could result in the cancellation or voiding of such Intellectual Property;



 


		(iv)	any real property or real property interests (including leasehold interests); and



 


		(v)	any Deposit Account specially and exclusively used for payroll, payroll taxes and other employee wage
and benefit payments to or for the benefit of a Grantor’s employees.



 


provided, however, that any assets excluded
from the Collateral in this paragraph shall not include any proceeds, products, substitutions or replacements of such assets (unless such
proceeds, products, substitutions or replacements would otherwise constitute assets that are excluded from the Collateral pursuant to
this paragraph).


 


 


 






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ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


Each Grantor represents and
warrants, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement
represents and warrants (after giving effect to supplements, if any, to each of the Exhibits hereto with respect to such Grantor as attached
to such Security Agreement Supplement), to the Administrative Agent and the Secured Parties that:


 


3.1.            
Title, Authorization, Validity, Enforceability, Perfection and Priority. Such Grantor has good and valid rights in or the power
to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder,
free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Administrative
Agent the security interest in the Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement has
been duly authorized by all corporate or other proper proceedings of such Grantor, and this Security Agreement constitutes a legal valid
and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it
now owns or hereafter acquires, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When
financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit H, the
Administrative Agent will have a fully perfected first priority security interest in that Collateral of such Grantor in which a security
interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).


 


3.2.            
Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its state
of organization, the organizational number issued to it by its state of organization and its federal employer identification number are
set forth on Exhibit A.


 


3.3.            
Principal Location. Such Grantor’s mailing address, which shall be its address for notices and other communications provided
for herein and the location of its place of business (if it has only one) and its chief executive office (if it has more than one place
of business), are disclosed in Exhibit A; such Grantor has no other places of business except those set forth in Exhibit A.


 


3.4.            
Collateral Locations. All of such Grantor’s locations where Collateral is located (other than any Collateral in transit in
the ordinary course of business) are listed on Exhibit A. All of said locations are owned by such Grantor except for locations
(a) which are leased by such Grantor as lessee and designated in Part VII(b) of Exhibit A and (b) at which Inventory is
held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A.


 


3.5.            
Deposit Accounts and Securities Accounts. All of such Grantor’s Deposit Accounts and Securities Accounts are listed on Exhibit
B.


 


3.6.            
Exact Names. Except to the extent changed and notified to the Administrative Agent in accordance with Section 4.15, such Grantor’s
name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s organizational documents,
as amended, as filed with such Grantor’s jurisdiction of organization. Except to the extent otherwise disclosed to the Administrative
Agent, such Grantor has not, during the past five years, been known by or used any other corporate or fictitious name, or been a party
to any merger or consolidation, or been a party to any acquisition.


 


3.7.            
Letter-of-Credit Rights and Chattel Paper. Exhibit C lists all Letter-of-Credit Rights and Chattel Paper of such Grantor
with a face value exceeding $100,000 individually or in the aggregate. All action by such Grantor necessary or desirable to protect and
perfect the Administrative Agent’s Lien on each item listed on Exhibit C (including the delivery of all originals and the
placement of a legend on all Chattel Paper as required hereunder) has been duly taken. The Administrative Agent will have a fully perfected
first priority security interest in the Collateral listed on Exhibit C, subject only to Liens permitted under Section 4.1(e).


 


 


 






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3.8.            
Accounts and Chattel Paper.


 


(a)               
The names of the obligors, amounts owing, due dates and other information with respect to such Grantor’s Accounts and Chattel Paper
are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and Collateral
Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time. As of the time when each Account
or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper,
as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.


 


(b)               
With respect to such Grantor’s Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts
are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary
course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs,
claims or disputes existing or to such Grantor’s knowledge asserted with respect thereto and such Grantor has not made any agreement
with any Account Debtor for any extension of time for the payment thereof (other than disputed amounts on credit card transactions from
time to time), any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor,
or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment
and disclosed to the Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in
any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown
on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has
not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any
adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor has
become insolvent or is generally unable to pay its debts as they become due.


 


(c)               
In addition, with respect to all of such Grantor’s Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports
with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no
payments have been or shall be made thereon except payments immediately delivered to a Lock Box or a Collateral Deposit Account as required
pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.


 


3.9.            
Inventory. With respect to any of such Grantor’s Inventory scheduled or listed on the most recent Collateral Report, (a)
such Inventory (other than Inventory (x) at customer locations or work sites with an aggregate value not exceeding $100,000 or (y) in
transit) is located at one of such Grantor’s locations set forth on Exhibit A or as otherwise disclosed to the Lender pursuant
to Section 4.1(g), (b) no Inventory (other than Inventory (x) at customer locations or work sites with an aggregate value not exceeding
$100,000 or (y) in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section
4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien
or security interest or document whatsoever except for Liens permitted under Section 4.1(e), (d) except as specifically disclosed in
the most recent Collateral Report, such Inventory is Eligible Inventory of good and merchantable quality, free from any defects, (e)
such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties
which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third
party upon such sale or other disposition, (f) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act
of 1938, as amended, and all rules, regulations and orders thereunder and (g) the completion of manufacture, sale or other disposition
of such Inventory by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not
constitute a breach or default under any contract or agreement to which such Grantor is a party or to which
such property is subject.


 


 


 






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3.10.         
Intellectual Property.


 


(a)               
Exhibit D contains a complete and accurate listing as of the Closing Date and the date of each compliance certificate is required
to be delivered under the Credit Agreement of the following Intellectual Property such Grantor owns, licenses or otherwise has the right
to use: (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names and (iii)
Material Intellectual Property and material Software, separately identifying that owned and licensed to such Grantor and including for
each of the foregoing items (A) the owner, (B) the title, (C) the jurisdiction in which such item has been registered or otherwise arises
or in which an application for registration has been filed, (D) as applicable, the registration or application number and registration
or application date and (E) any IP Licenses or other rights (including franchises) granted by such Grantor with respect thereto. Such
Grantor owns directly or is entitled to use, by license or otherwise, all Intellectual Property necessary for the conduct of such Grantor’s
business as currently conducted. All of the U.S. registrations, applications for registration or applications for issuance of the Intellectual
Property are in good standing and are recorded or in the process of being recorded in the name of such Grantor. 


 


(b)               
On the Closing Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired
and enforceable, and no Material Intellectual Property has been abandoned. None of the following shall limit or impair the ownership,
use, validity or enforceability of, or any rights of any such Grantor in, any Material Intellectual Property: (i) the consummation of
the transactions contemplated by any Loan Documents or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.
There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims,
demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material
Intellectual Property of any such Grantor. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating,
diluting, violating or otherwise impairing any Intellectual Property of such Grantor. 


 


(c)               
Such Grantor has taken or caused to be taken steps so that none of its Intellectual Property,
the value of which to such Grantor is contingent upon maintenance of the confidentiality thereof, has been disclosed by any such Grantor
to any Person other than employees, contractors, customers, representatives and agents of such Grantor who are parties to customary confidentiality
and nondisclosure agreements with any such Grantor. Each employee and contractor of any such Grantor involved in development or creation
of any Material Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual Property
to such Grantor.


 


(d)               
No settlement or consents, covenants not to sue, non-assertion assurances, or releases
have been entered into by such Grantor or exist to which any such Grantor is bound that adversely affect its rights to own or use any
Intellectual Property except as could not be reasonably expected to result in a Material Adverse Effect, in each case individually or
in the aggregate.


 


(e)               
This Security Agreement is effective to create a valid and continuing Lien on such Copyrights, IP Licenses, Patents and Trademarks (other
than Excluded Assets) and, upon filing with the Applicable IP Office of the Confirmatory Grant of Security Interest in Copyrights, the
Confirmatory Grant of Security Interest in Patents and the Confirmatory Grant of Security Interest in Trademarks (each, a “Confirmatory
Grant”), and the filing of appropriate financing statements in the jurisdictions listed in Exhibit H hereto, all action necessary or desirable to protect and
perfect the security interest in, to and on such Grantor’s Patents, Trademarks (other than Excluded Assets), Copyrights or IP Licenses have been taken and such perfected
security interest is enforceable as such as against any and all creditors of and purchasers
from such Grantor. Each Grantor has no interest in any Copyright that is necessary in connection
with the operation of such Grantor’s business, except for those Copyrights identified in Exhibit D attached
hereto which have been registered with the United States Copyright Office.


 


 


 






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3.11.         
Filing Requirements. None of its Equipment is covered by any certificate of title, except for the vehicles described in Part I
of Exhibit E. None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing
under any federal statute except for (a) the vehicles described in Part II of Exhibit E and (b) Patents, Trademarks and Copyrights
held by such Grantor and described in Exhibit D. The legal description, county and street address of each property on which any
Fixtures are located is set forth in Exhibit F together with the name and address of the record owner of each such property.


 


3.12.         
No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the
Collateral which has not lapsed or been terminated (by a filing authorized by the secured party in respect thereof) naming such Grantor
as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Administrative
Agent on behalf of the Secured Parties as the secured party and (b) in respect to other Liens permitted under Section 6.02 of the Credit
Agreement.


 


3.13.         
Pledged Collateral.


 


(a)               
Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct,
sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear
of any Liens, except for any Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral
owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral)
duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative
Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions
by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that
the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral
held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative
Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such
Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding
obligation of such issuer and such issuer is not in default thereunder.


 


(b)               
In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration,
securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) no options, warrants,
calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the issuer of any Equity
Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other
action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor
of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement
by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement
or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection
with such disposition by laws affecting the offering and sale of securities generally.


 


(c)               
Except as set forth in Exhibit G, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged
Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right
of payment to other Indebtedness or subject to the terms of an indenture.


 


 


 






    	 	10	 



     


    

 


ARTICLE IV


COVENANTS


 


From the date of this Security
Agreement and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each Grantor party hereto as of the
date hereof agrees, and from and after the effective date of any Security Agreement Supplement applicable to any Grantor (and after giving
effect to supplements, if any, to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement
Supplement) and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each such additional Grantor agrees
that:


 


4.1.       General.


 


(a)              
Collateral Records. Such Grantor will comply with the requirements of Section 5.06 of the Credit Agreement with respect to the
Collateral owned by it, and furnish to the Administrative Agent, with sufficient copies for each of the Lenders, such reports relating
to such Collateral as the Administrative Agent shall from time to time request. 


 


(b)              
Authorization to File Financing Statements; Ratification. Such Grantor hereby authorizes the Administrative Agent to file, and
if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may
from time to time be reasonably requested by the Administrative Agent in order to maintain a first perfected security interest in and,
if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Administrative Agent may be filed
in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (A) as all assets of such Grantor or
words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of
the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security
Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance
of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization
identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such
Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral
relates. Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly
upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial
financing statements or amendments thereto if filed prior to the date hereof. 


 


(c)              
Further Assurances. Such Grantor will, if so requested by the Administrative Agent, furnish to the Administrative Agent, as often
as the Administrative Agent reasonably requests, statements and schedules further identifying and describing the Collateral owned by it
and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such
detail as the Administrative Agent may specify. Such Grantor also agrees to take any and all actions necessary to defend title to the
Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof
against any Lien not expressly permitted hereunder.


 


(d)              
Disposition of Collateral. Such Grantor will not sell, lease or otherwise Dispose of the Collateral owned by it except for Dispositions
specifically permitted pursuant to Section 6.05 of the Credit Agreement. 


 


(e)              
Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest
created by this Security Agreement, and (ii) other Liens permitted under Section 6.02 of the Credit Agreement. 


 


 


 






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(f)               
Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering
all or any portion of the Collateral owned by it, except for financing statements (i) naming the Administrative Agent on behalf of the
Secured Parties as the secured party, and (ii) in respect to other Liens permitted under Section 6.02 of the Credit Agreement. Such Grantor
acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing
statement without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2)
of the UCC.


 


(g)              
Locations. Such Grantor will not (i) maintain any Collateral owned by it having a combined value in excess of $100,000 at any location
other than those locations listed on Exhibit A or disclosed to Administrative Agent pursuant to clause (ii) of this Section 4.01(g)
(other than Inventory or equipment subject to maintenance or repair), (ii) otherwise change, or add to, such locations without the Administrative
Agent’s prior written consent as required by the Credit Agreement (and if the Administrative Agent gives such consent, such Grantor
will concurrently therewith obtain a Collateral Access Agreement for each such location to the extent required by Section 4.13), or (iii)
change its principal place of business or chief executive office from the location identified on Exhibit A, other than as permitted
by the Credit Agreement.


 


(h)              
Compliance with Terms. Such Grantor will perform and comply in all material respects with all obligations in respect of the Collateral
owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.


 


4.2.       Receivables.


 


(a)               
Certain Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction
in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that,
in the absence of a continuing Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory in
accordance with its present policies and in the ordinary course of business.


 


(b)               
Collection of Receivables. Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such
Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it in accordance with its
present policies or in the ordinary course of business, and, at the Administrative Agent’s direction (if given) during the occurrence
and continuation of an Event of Default, such Grantor will take such action as the Administrative Agent may deem necessary or advisable
to enforce collection thereof.


 


(c)               
Delivery of Invoices. Such Grantor will deliver to the Administrative Agent immediately upon its request after the occurrence and
during the continuation of an Event of Default duplicate invoices with respect to each Account owned by it bearing such language of assignment
as the Administrative Agent shall specify.


 


(d)               
Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the
amount owing on any Receivable owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute, setoff, claim,
counterclaim or defense exists or has been asserted or threatened with respect to any such Receivable, such Grantor will promptly disclose
such fact to the Administrative Agent in writing. Such Grantor shall send the Administrative Agent a copy of each credit memorandum in
excess of $500,000 as soon as issued, and such Grantor shall promptly report each credit memorandum and each of the facts required to
be disclosed to the Administrative Agent in accordance with this Section 4.2(d) on the Borrowing Base Certificates submitted by
it.


 


(e)               
Electronic Chattel Paper. Such Grantor shall take all steps necessary to grant the Administrative Agent Control of all electronic
chattel paper with a value exceeding $100,000 individually or in the aggregate in accordance with the UCC and all “transferable
records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce
Act.


 


 


 






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4.3.       Inventory
and Equipment.


 


(a)               
Maintenance of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment
in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s
business and except for ordinary wear and tear in respect of the Equipment.


 


(b)       Returned
Inventory. If an Account Debtor returns any Inventory to such Grantor when no Event of Default exists, then such Grantor shall promptly
determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor
shall immediately report to the Administrative Agent any return involving an amount in excess of $500,000. Each such report shall indicate
the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory
to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned
Inventory in trust for the Administrative Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of
the returned Inventory solely according to the Administrative Agent’s written instructions; and (iv) not issue any credits or allowances
with respect thereto without the Administrative Agent’s prior written consent. All returned Inventory shall be subject to the Administrative
Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount
owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory.


 


(c)       Inventory
Count; Perpetual Inventory System. Such Grantor will conduct a physical count of its Inventory at least once per fiscal year, and
after and during the continuation of an Event of Default, at such other times as the Administrative Agent requests. Such Grantor, at its
own expense, shall deliver to the Administrative Agent the results of each physical verification, which such Grantor has made, or has
caused any other Person to make on its behalf, of all or any portion of its Inventory. Such Grantor will maintain a perpetual inventory
reporting system at all times.


 


(d)       Equipment.
Such Grantor shall promptly inform the Administrative Agent of any additions to or deletions from its Equipment which individually or
in the aggregate exceed $500,000. Such Grantor shall not permit any Equipment to become a fixture with respect to real property or to
become an accession with respect to other personal property with respect to which real or personal property the Administrative Agent does
not have a Lien. Such Grantor will not, without the Administrative Agent’s prior written consent, alter or remove any identifying
symbol or number on any of such Grantor’s Equipment constituting Collateral.


 


(e)       Titled
Vehicles. Such Grantor will give the Administrative Agent notice of its acquisition of any vehicle covered by a certificate of title
and deliver to the Administrative Agent, upon request, the original of any vehicle title certificate and provide and/or file all other
documents or instruments necessary to have the Lien of the Administrative Agent noted on any such certificate or with the appropriate
state office, except with respect to any such vehicle subject to a Lien or other encumbrance permitted under Section 6.02 of the Credit
Agreement.


 


4.4.       Delivery
of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent immediately upon
execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it
(if any then exist), (b) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative
Agent any such Chattel Paper, Securities and Instruments constituting Collateral, (c) upon the Administrative Agent’s request, deliver
to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative
Agent) any Document evidencing or constituting Collateral and (d) promptly upon the Administrative Agent’s request, deliver to the
Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit I hereto (the “Amendment”),
pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach
each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be
considered to be part of the Collateral.


 


 


 






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4.5.       Uncertificated
Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if
held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned
by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities
or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of
the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor
will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities
intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such
Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities
intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance
satisfactory to the Administrative Agent, giving the Administrative Agent Control.


 


4.6.       Pledged
Collateral.


 


(a)               
Changes in Capital Structure of Issuers. Such Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting
Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing
ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Encumbrances and Dispositions
permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in
favor of any of the foregoing.


 


(b)               
Issuance of Additional Securities. Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged
Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to
such Grantor.


 


(c)               
Registration of Pledged Collateral. Following the occurrence and during the continuation of an Event of Default, such Grantor will
permit any registerable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any
time at the option of the Required Secured Parties.


 


(d)               
Exercise of Rights in Pledged Collateral.


 


(i)       Without
in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or
other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit
Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would
have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral.


 


(ii)              
Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event
of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without
limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property
constituting such Pledged Collateral as if it were the absolute owner thereof.


 


(iii)            
Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral
owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively
referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of
such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange
for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection
with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of
an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such
Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien
created by this Security Agreement.


 


 


 






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(iv)             
All Excluded Payments and all other distributions in respect of any Pledged Collateral owned by such Grantor, whenever paid or made, shall
be delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust for
the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to
the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).


 


(e)               
Interests in Limited Liability Companies and Limited Partnerships. Each Grantor agrees that no ownership interests in a limited
liability company or a limited partnership which are included within the Collateral owned by such Grantor shall at any time constitute
a Security under Article 8 of the UCC of the applicable jurisdiction.


 


4.7.            
Intellectual Property.


 


(a)               
After any change to Exhibit D (or the information required to be disclosed
thereon), such Grantor shall provide the Administrative Agent notification thereof in the next compliance certificate required to be delivered
under the Credit Agreement and the respective Confirmatory Grant as described in this Section 4.7 and any other documents that Administrative
Agent reasonably requests with respect thereto.


 


(b)               
Such Grantor shall (and shall cause all its licensees to) (i) (A) continue
to use each Trademark included in the Material Intellectual Property in order to maintain such Trademark in full force and effect with
respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (B) maintain
at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (C) use such
Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law and
(D) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless Administrative
Agent shall obtain a perfected security interest in such other Trademark pursuant to this Security Agreement and (ii) not do any act or
omit to do any act whereby (A) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed
in any way, (B) any Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated
to the public, (C) any portion of the Copyrights included in the Material Intellectual Property may become invalidated, otherwise impaired
or fall into the public domain or (D) any Trade Secret that is Material Intellectual Property may become publicly available or otherwise
unprotectable.


 


(c)               
Such Grantor shall promptly notify the Administrative Agent if it knows, or has reason to know,
that any application or registration relating to any Patent, Trademark,
Copyright or other Material Intellectual Property may become forfeited,
misused, unenforceable, abandoned or dedicated to the public,
or of any adverse determination or development regarding the validity or enforceability
or such Grantor’s ownership of, interest in, right to use, register, own or maintain any Patent, Trademark, Copyright or other Material
Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating
to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that are necessary or reasonably requested by the Administrative
Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration
and recordation included in the Material Intellectual Property.


 


(d)               
Such Grantor shall not knowingly do any act or omit to do any act to infringe,
misappropriate, dilute, violate or otherwise impair the Intellectual Property of any other Person. In the event that any Material Intellectual
Property of such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Grantor
shall promptly sue for infringement, misappropriation or dilution
and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Administrative
Agent shall deem appropriate under the circumstances to protect such Material
Intellectual Property.


 


(e)               
Such Grantor shall execute and deliver to
the Administrative Agent in form and substance reasonably acceptable to Administrative Agent and suitable for (i) filing in the Applicable
IP Office the respective Confirmatory Grant in form and substance acceptable to the Administrative Agent for all Copyrights, Trademarks,
and Patents of such Grantor, other than Excluded Assets.


 


(f)                
Such Grantor shall take all actions necessary or requested by the Administrative Agent to maintain and pursue each application, to obtain
the relevant registration and to maintain the registration of all Material
Intellectual Property (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits
of non-contestability and opposition and interference and cancellation proceedings.


 


 


 






    	 	15	 



     


    

 


4.8       Commercial
Tort Claims. All commercial tort claims of each Grantor as of the date hereof are listed on Exhibit J. Such Grantor shall promptly,
and in any event within five (5) Business Days after the same is acquired by it, notify the Administrative Agent of any commercial tort
claim (as defined in the UCC) acquired by it for which the value of damages under such claim exceeds $100,000 individually or in the aggregate
and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the
form of Exhibit I hereto, granting to Administrative Agent a first priority security interest in such commercial tort claim.


 


4.9.       Letter-of-Credit
Rights. If such Grantor is or becomes the beneficiary of a letter of credit with a drawable amount exceeding $100,000 individually
or in the aggregate, it shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify the Administrative
Agent thereof and cause the issuer and/or confirmation bank to (a) consent to the assignment of any Letter-of-Credit Rights to the Administrative
Agent and (b) agree to direct all payments thereunder to a Deposit Account at the Administrative Agent or subject to a Deposit Account
Control Agreement for application to the Secured Obligations, in accordance with Section 2.18 of the Credit Agreement, all in form and
substance reasonably satisfactory to the Administrative Agent.


 


4.10.       Federal,
State or Municipal Claims. Such Grantor will promptly notify the Administrative Agent of any Collateral which constitutes a claim
against the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which
claim is restricted by federal, state or municipal law.


 


4.11.       No
Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided
for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning
of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.


 


4.12.       Insurance.


 


(a)       In
the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special
Flood Hazard Area”, such Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property
which is located on any real property leased by such Loan Party within a “Special Flood Hazard Area”). The amount of flood
insurance required by this Section shall at a minimum comply with applicable law, including the Flood Disaster Protection Act of 1973,
as amended.


 


(b)       All
insurance policies required hereunder and under Section 5.10 of the Credit Agreement shall name the Administrative Agent (for the benefit
of the Administrative Agent and the Lenders) as an additional insured or as lender loss payee, as applicable, and shall contain lender
loss payable clauses, through endorsements in form and substance reasonably satisfactory to the Administrative Agent, which provide that:
(i) all proceeds thereunder with respect to any Collateral shall be payable to the Administrative Agent; (ii) no such insurance shall
be affected by any act or neglect of the insured or owner of the property described in such policy; and (iii) such policy and lender loss
payable clauses may be canceled, amended, or terminated only upon at least thirty (30) days prior written notice given to the Administrative
Agent.


 


(c)       All
premiums on any such insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Administrative Agent.
If such Grantor fails to obtain or maintain any insurance as required by this Section, the Administrative Agent may, after the expiration
of a five (5) day notice period to cure obtain such insurance at the Borrower’s expense. By purchasing such insurance, the Administrative
Agent shall not be deemed to have waived any Default arising from such Grantor’s failure to maintain such insurance or pay any premiums
therefor.


 


 


 






    	 	16	 



     


    

 


4.13.        Collateral
Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor
of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility
or other location where Collateral is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination
of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall
otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space
leased as of the Closing Date and thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Closing
Date (or, if later, as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall
be subject to such Reserves as may be established by the Administrative Agent. After the Closing Date, no real property or warehouse space
shall be leased by such Grantor and no Inventory shall be shipped to a processor or converter under arrangements established after the
Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location
and if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves
acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other
agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.


 


4.14.        Deposit
Account Control Agreements. Such Grantor will provide to the Administrative Agent promptly upon the Administrative Agent’s request,
a Deposit Account Control Agreement or a securities account control agreement (in each case, in form and substance satisfactory to the
Administrative Agent) duly executed on behalf of each financial institution holding a Deposit Account or Securities Account (other than
an Excluded Asset and Petty Cash Accounts) of such Grantor as set forth in this Security Agreement.


 


4.15. Change of Name or
Location; Change of Fiscal Year. Such Grantor shall not (a) change its name as it appears in official filings in the state of its
incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices
or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral as set forth
in this Security Agreement, (c) change the type of entity that it is, (d) change its employer identification number, if any, issued by
its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative
Agent shall have received at least thirty (30) days prior written notice of such change and the Administrative Agent shall have acknowledged
in writing that either (i) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s
security interest in the Collateral, or (ii) any reasonable action requested by the Administrative Agent in connection therewith has been
completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the
Secured Parties, in any Collateral), provided that, any new location shall be in the continental U.S. Such Grantor shall not change
its fiscal year which currently ends on December 31.


 


 


ARTICLE V


EVENTS OF DEFAULT AND REMEDIES


 


5.1. Events of Default.
The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:


 


(a)               
Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially
false as of the date on which made.


 


(b)               
Any Grantor shall fail to observe or perform any of the terms or provisions of Article IV or Article VII.


 


(c)               
Any Grantor shall fail to observe or perform any of the terms or provisions of this Security Agreement (other than a breach which constitutes
an Event of Default under any other Section of this Article V) and such failure shall continue unremedied for a period of five (5) Business
Days after the earlier of any Grantor’s knowledge of such breach or notice thereof from the Administrative Agent.


 


(d)               
The occurrence of any “Event of Default” under, and as defined in, the Credit Agreement.


 


 


 


 






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(e)               
Any Equity Interest which is included within the Collateral shall at any time constitute a Security or the issuer of any such Equity Interest
shall take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such Security
have been delivered to the Administrative Agent and such Security is properly defined as such under Article 8 of the UCC of the applicable
jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Administrative Agent has entered into a control
agreement with the issuer of such Security or with a securities intermediary relating to such Security and such Security is defined as
such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise.


 


 5.2. Remedies.




 


(a)               
Upon the occurrence and the continuance of an Event of Default, the Administrative Agent may exercise any or all of the following rights
and remedies:


 


(i)                
those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that,
this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the other Secured
Parties prior to an Event of Default;


 


(ii)              
those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under
any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’
lien) when a debtor is in default under a security agreement;


 


(iii)            
give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any
securities intermediary and take any action therein with respect to such Collateral;


 


(iv)             
without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor
or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process)
to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose
of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales
may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere),
for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent
may deem commercially reasonable; and


 


(v)               
concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole
or any part of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates
or instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto, to collect
and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged
Collateral as though the Administrative Agent was the outright owner thereof.


 


(b)               
The Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection
with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale
of the Collateral.


 


(c)               
The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral
so sold, free of any right of equity redemption, which equity redemption each Grantor hereby expressly releases.


 


 


 






    	 	18	 



     


    

 


(d)               
Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have
the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral
or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek
the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies
(for the benefit of the Administrative Agent and the other Secured Parties), with respect to such appointment without prior notice or
hearing as to such appointment.


 


(e)               
If, after the Credit Agreement has terminated by its terms and all of the Obligations have been Paid in Full, there remain Swap Agreement
Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any
event which would allow or require the termination or acceleration of any Swap Agreement Obligations pursuant to the terms of the Swap
Agreement.


 


(f)                
Notwithstanding the foregoing, neither the Administrative Agent nor any other Secured Party shall be required to (i) make any demand upon,
or pursue or exhaust any of its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with
respect to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral
therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort
to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.


 


(g)               
Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may
be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges
that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely
by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral
for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public
sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer
would agree to do so.


 


5.3. Grantor’s Obligations
Upon Default. Upon the request of the Administrative Agent after the occurrence of a Default, each Grantor will:


 


(a)               
assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places
specified by the Administrative Agent, whether at such Grantor’s premises or elsewhere;


 


(b)               
permit the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter, occupy and use any premises
where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or
any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books
and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay such Grantor for such use
and occupancy;


 


(c)               
prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other
applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral
as the Administrative Agent may request, all in form and substance reasonably satisfactory to the Administrative Agent, and furnish to
the Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Administrative Agent, any information regarding the
Pledged Collateral in such detail as the Administrative Agent may specify;


 


 


 






    	 	19	 



     


    

 


(d)               
take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to
enable the Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and


 


(e)               
at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative
Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports
with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and
(iv) a test verification of such Accounts.


 


5.4. Grant of Intellectual
Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V
at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession
of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase
any Collateral), each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor),
including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired
by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed
items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (b) irrevocably agrees
that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons
who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement
of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed
to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may
(but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such
Inventory as provided herein.


 


 


ARTICLE VI


ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY


 


6.1.            
Account Verification. The Administrative Agent may at any time, in the Administrative Agent’s own name, in the name of a
nominee of the Administrative Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account
Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to
verify with such Persons, to the Administrative Agent’s satisfaction, the existence, amount, terms of, and any other matter relating
to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.


 


 


 






    	 	20	 



     


    

 


6.2.            
Authorization for Administrative Agent to Take Certain Action.


 


(a)       Each
Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative
Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file any
financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection
and priority of the Administrative Agent’s security interest in the Collateral, (ii) in the case of any Intellectual Property owned
by or licensed to such Grantor, execute, deliver and have recorded any document that the Administrative Agent may request to evidence,
effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and General
Intangibles of such Grantor relating thereto or represented thereby, (iii) during a Cash Dominion Period to endorse and collect any cash
proceeds of the Collateral, (iv) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement
with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement
(which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary
or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral,
(v) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with
securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such
Pledged Collateral, (vi) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided
in Section 7.3, (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that are
Permitted Encumbrances), (viii) to contact Account Debtors for any reason, (ix) to demand payment or enforce payment of the Receivables
in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment
of money relating to the Receivables, (x) to sign such Grantor’s name on any invoice or bill of lading relating to the Receivables,
drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (xi) to exercise all of such Grantor’s
rights and remedies with respect to the collection of the Receivables and any other Collateral, (xii) to settle, adjust, compromise, extend
or renew the Receivables, (xiii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiv) to prepare,
file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor,
(xv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document
in connection with the Receivables, (xvi) to change the address for delivery of mail addressed to such Grantor to such address as the
Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvii) to do all other
acts and things reasonably necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative Agent
on demand for any reasonable and out-of-pocket payment made or any expense reasonably incurred by the Administrative Agent in connection
with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under
this Security Agreement or under the Credit Agreement.


 


(b)       All
acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit
of the Administrative Agent and the other Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent’s
interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such
powers.


 


6.3.            
Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS
SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE ANY OF THE PLEDGED COLLATERAL, WITH
FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT
AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER
OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS
OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING
ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED
COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.


 


 


 






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6.4.            
Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE
VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH
SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY, ANY OF
THEIR AFFILIATES, OR ANY OF THEIR OR THEIR RESPECTIVE AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS, AGENTS OR
REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT
BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO SUCH PARTY’S
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT
SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.


 


ARTICLE VII


COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS;
DEPOSIT ACCOUNTS


 


7.1.            
Collection of Receivables.


 


(a)               
Within forty-five (45) days of the Closing Date (or such later date in Administrative Agent’s sole discretion), each Grantor shall
(i) execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (unless such Deposit Account
is maintained with the Administrative Agent and the Administrative Agent elects to forgo a Deposit Account Control Agreement (it being
understood that Administrative Agent may require such Deposit Account Control Agreement at any time)) maintained by such Grantor into
which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited
(each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B,
and (ii) establish lock box service (the “Lock Boxes”) with the bank(s) set forth in Exhibit B, which Lock Boxes
shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent and shall
be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder
and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Lock Box Agreement”).
After the Closing Date, each Grantor will comply with the terms of Section 7.2.


 


(b)               
Each Grantor shall direct all of its Account Debtors to forward payments directly (and the Grantors shall forward such payments directly
to the extent any Account Debtor sends it to the Grantors notwithstanding such direction) to Lock Boxes subject to Lock Box Agreements
or Collateral Deposit Accounts which (commencing forty-five (45) after the Closing Date (or such later date in Administrative Agent’s
sole discretion)) are subject to Deposit Account Control Agreements (unless such Collateral Deposit Account is maintained with the Administrative
Agent and the Administrative Agent elects to forgo a Deposit Account Control Agreement (it being understood that Administrative Agent
may require such Deposit Account Control Agreement at any time)). The Administrative Agent shall have sole access to the Lock Boxes, the
Collateral Deposit Accounts (other than Third Party Deposit Accounts during the forty-five (45) days after the Closing Date (or such later
date in Administrative Agent’s sole discretion)), and the Collection Account at all times and each Grantor shall take all actions
necessary to grant the Administrative Agent such sole access. At no time shall any Grantor remove any item from a Lock Box or a Collateral
Deposit Account without the Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any
Account Debtor to forward payments directly to a (i) Lock Box subject to a Lock Box Agreement or (ii) Collateral Deposit Accounts, which
commencing forty-five (45) after the Closing Date (or such later date in Administrative Agent’s sole discretion), are subject to
Deposit Account Control Agreements (unless such Collateral Deposit Account is maintained with the Administrative Agent and the Administrative
Agent elects to forgo a Deposit Account Control Agreement (it being understood that Administrative Agent may require such Deposit Account
Control Agreement at any time)), in each case, after notice from the Administrative Agent, the Administrative Agent shall be entitled
to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any proceeds
of any Receivables, such Grantor shall receive such payments as the Administrative Agent’s trustee, and shall immediately deposit
all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral
Deposit Account.


 


 


 






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(c)               
All funds deposited into any Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into
a collection account maintained by such Grantor with the Administrative Agent (the “Collection Account”). To the extent
a Cash Dominion Period exists, Grantors shall cause funds contained in any Third Party Deposit Account not subject to a Deposit Account
Control Agreement to be forwarded to the Collection Account at any time there is more than $100,000 in such Third Party Deposit Account,
but in any event no less than once during each calendar week. The Administrative Agent shall hold and apply funds received into the Collection
Account as provided by the terms of Section 7.3.


 


7.2.            
Covenant Regarding New Deposit Accounts; Lock Boxes. Before opening or replacing any Collateral Deposit Account, other Deposit
Account (other than a Petty Cash Account), or Securities Account, or establishing a new Lock Box, each Grantor shall (a) obtain the Administrative
Agent’s consent in writing to the opening of such Collateral Deposit Account, other Deposit Account, or Securities Account or establishing
of such Lock Box, and (b) cause each bank or financial institution in which it seeks to open (i) such Collateral Deposit Account, other
Deposit Account or Securities Account, to enter into a Deposit Account Control Agreement or securities account control agreement (in each
case, in form and substance reasonably satisfactory to the Administrative Agent) with the Administrative Agent in order to give the Administrative
Agent Control of such Collateral Deposit Account, other Deposit Account or Securities Account and with respect to such Collateral Deposit
Account, provide for a daily sweep into the Collection Account, or (ii) a Lock Box, to enter into a Lock Box Agreement with the Administrative
Agent in order to give the Administrative Agent Control of the Lock Box and provide for a daily sweep into the Collection Account. In
the case of Deposit Accounts, Securities Accounts, or Lock Boxes maintained with Lenders, the terms of such letter shall be subject to
the provisions of the Credit Agreement regarding setoffs.


 


7.3.            
Application of Proceeds; Deficiency. All amounts deposited in the Collection Account shall be deemed received by the Administrative
Agent in accordance with Section 2.18 of the Credit Agreement and shall, after having been credited to the Collection Account, be applied
(and allocated) by Administrative Agent in accordance with Section 2.10(b) of the Credit Agreement; provided that, so long as no
Cash Dominion Period exists, collections which are received into the Collection Account shall be deposited into the Borrower’s Funding
Account rather than being used to reduce amounts owing under the Credit Agreement. The Administrative Agent shall require all other cash
proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.11 of the Credit Agreement,
to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for
the Secured Obligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral
shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise
direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent
into such Grantor’s general operating account with the Administrative Agent. The Grantors shall remain liable, jointly and severally,
for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including
any attorneys’ fees and other expenses incurred by Administrative Agent or any other Secured Party to collect such deficiency.


 


 


ARTICLE VIII


GENERAL PROVISIONS


 


8.1.            
Waivers. Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or
other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law,
any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (a)
the date of any such public sale or (b) the time after which any such private sale or other disposition may be made. To the maximum extent
permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any other Secured
Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or
willful misconduct of the Administrative Agent or such other Secured Party as found by a final, non-appealable judgment of a court of
competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit
and advantage of, and covenants not to assert against the Administrative Agent or any other Secured Party, any valuation, stay, appraisal,
extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing
which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court,
or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein,
each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind
in connection with this Security Agreement or any Collateral.


 


 


 






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8.2.            
Limitation on Administrative Agent’s and Other Secured Parties’ Duty with Respect to the Collateral. The Administrative
Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each other Secured
Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent
nor any other Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control
of any agent or nominee of the Administrative Agent or such other Secured Party, or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent
to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for
the Administrative Agent to (a) fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition
or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (b) fail to
obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) fail to exercise
collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against
Collateral, (d) exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the
use of collection agencies and other collection specialists, (e) advertise dispositions of Collateral through publications or media of
general circulation, whether or not the Collateral is of a specialized nature, (f) contact other Persons, whether or not in the same business
as such Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) dispose of Collateral by utilizing
internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of
doing so, or that match buyers and sellers of assets, (i) dispose of assets in wholesale rather than retail markets, (j) disclaim disposition
warranties, such as title, possession or quiet enjoyment, (k) purchase insurance or credit enhancements to insure the Administrative Agent
against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the
collection or disposition of Collateral, or (l) the extent deemed appropriate by the Administrative Agent, to obtain the services of other
brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of
any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what
actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies
against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely
on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall
be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or
imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.


 


8.3.            
Compromises and Collection of Collateral. The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses
and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become
uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount
that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative
Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any
Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or
abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative
Agent acts in good faith based on information known to it at the time it takes any such action.


 


8.4.            
Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Administrative Agent may perform or
pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative
Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative
Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.


 


8.5.            
Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained
in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 5.3, or 8.7 or in Article VII will cause irreparable
injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no
adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the
other Secured Parties to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement,
that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against
the Grantors.


 


 


 






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8.6.            
Dispositions Not Authorized. No Grantor is authorized to sell or otherwise Dispose of the Collateral except as set forth in Section
4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative
Agent, no authorization to sell or otherwise Dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the
Administrative Agent or the other Secured Parties unless such authorization is in writing signed by the Administrative Agent with the
consent or at the direction of the Required Secured Parties.


 


8.7.            
No Waiver; Amendments; Cumulative Remedies. No failure or delay by the Administrative Agent or any other Secured Party in exercising
any right or power under this Security Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the other Secured Parties
hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Security Agreement or consent to any departure by the Grantors therefrom shall in any event be effective unless in writing signed
by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement
and then only to the extent in such writing specifically set forth.


 


8.8.            
Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised
only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security
Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in
whole or in part. Any provision in this Security Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared
to be severable.


 


8.9.            
Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be
filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit
of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets,
and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations,
or any part thereof (including a payment effected through exercise of a right of setoff), is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion),
all as though such payment or performance had not been made. In the event that any payment, or any part thereof (including a payment effected
through exercise of a right of setoff), is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


8.10.         
Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the
Grantors, the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all persons who
become bound as under this Security Agreement as a Grantor), except that no Grantor shall have the right to assign its rights or delegate
its obligations under this Security Agreement or any interest herein, without the prior written consent of the Administrative Agent. No
sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion
thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative
Agent and the other Secured Parties, hereunder.


 


8.11.         
Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive
the execution and delivery of this Security Agreement.


 


8.12.         
Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this
Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. Section 9.03(a) of the Credit Agreement
is hereby incorporated by reference mutatis mutandis as if stated verbatim herein as agreements and obligations of each Grantor.


 


 


 






    	 	25	 



     


    

 


8.13.         
Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern
the interpretation of any of the terms and provisions of this Security Agreement.


 


8.14.         
Termination. This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no
Secured Obligations outstanding) until (a) the Credit Agreement has terminated pursuant to its express terms and (b) all of the Secured
Obligations have been Paid in Full.


 


8.15.         
Entire Agreement. This Security Agreement and the other Loan Documents embody the entire agreement and understanding between the
Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors
and the Administrative Agent relating to the Collateral.


 


8.16.         
CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF CALIFORNIA, WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


 


8.17.         
CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION
OF ANY U.S. FEDERAL OR CALIFORNIA STATE COURT SITTING IN LOS ANGELES, CALIFORNIA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT AND EACH GRANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS
TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST
THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY
IN A COURT IN LOS ANGELES, CALIFORNIA.


 


8.18.         
WAIVER OF JURY TRIAL; JUDICIAL REFERENCE. (a) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY
AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


 


 






    	 	26	 



     


    

 


(b)               
IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST EITHER
PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A “CLAIM”) AND
THE WAIVER SET FORTH IN THE PRECEDING PARAGRAPH IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, EACH PARTY HERETO (BY ITS ACCEPTANCE
HEREOF) AGREE AS FOLLOWS:


 


(i)          
WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN PARAGRAPH (ii) BELOW, ANY CLAIM WILL BE DETERMINED BY A GENERAL REFERENCE
PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.2, INCLUDING ANY REVISION
OR REPLACEMENT OF SUCH STATUTES OR RULES HEREAFTER ENACTED. EACH PARTY HERETO INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY
ENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTE
OR RULE HEREAFTER ENACTED. EXCEPT AS OTHERWISE PROVIDED IN THIS AND THE OTHER RELATED DOCUMENTS, VENUE FOR THE REFERENCE PROCEEDING WILL
BE IN THE STATE OR FEDERAL COURT IN THE COUNTY OR DISTRICT WHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE LAW.


 


(ii)        
THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS
IN REAL OR PERSONAL PROPERTY; (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING, WITHOUT LIMITATION, SET-OFF); (C) APPOINTMENT OF A RECEIVER;
AND (D) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES (INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY
RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). THIS SECURITY AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY HERETO TO EXERCISE OR OPPOSE
ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF EACH PARTY
HERETO TO A REFERENCE PROCEEDING PURSUANT TO THIS SECURITY AGREEMENT.


 


(iii)      
UPON THE WRITTEN REQUEST OF ANY PARTY HERETO, EACH PARTY HERETO SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR
JUSTICE. IF THE PARTIES HERETO DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN EACH PARTY HERETO MAY
REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B), INCLUDING ANY REVISION OR REPLACEMENT
OF SUCH STATUTE OR RULE HEREAFTER ENACTED.


 


(iv)       
ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT
WHEN EITHER PARTY HERETO SO REQUESTS, A COURT REPORTER WILL BE USED AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT.
THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH
COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


(v)         
THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. EACH PARTY HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL
OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT
JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW
IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED
TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING, WITHOUT LIMITATION,
MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT THE REFEREE’S DECISION, WHICH REPORT SHALL ALSO INCLUDE
FINDINGS OF FACT AND CONCLUSIONS OF LAW.


 


(vi)       
EACH PARTY HERETO RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED
BY A REFEREE AND NOT BY A JURY.


 


 


 






    	 	27	 



     


    

 


8.19.         
Indemnity. Each Grantor hereby agrees to indemnify the Administrative Agent and the other Secured Parties, and their respective
successors, assigns, officers, directors, advisors, agents and employees, from and against any and all liabilities, losses, claims (including
intraparty claims), demands, damages, penalties, suits, fees, costs, and expenses of any kind and nature (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Administrative Agent or any other Secured Party is a party thereto)
imposed on, incurred by or asserted against the Administrative Agent or the other Secured Parties, or their respective successors, assigns,
officers, directors, advisors, agents and employees, in any way relating to or arising out of this Security Agreement, or the manufacture,
purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition
of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent or
the other Secured Parties or any Grantor, and any claim for Patent, Trademark or Copyright infringement), except as due to the gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable of the Administrative Agent or Secured
Parties.


 


8.20.         
Counterparts. This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and all
of which, when taken together, shall constitute one agreement. Subject to the terms of the Credit Agreement, delivery of an executed counterpart
of a signature page of this Security Agreement that is an Electronic Signature (as defined in the Credit Agreement) transmitted by facsimile,
emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Security Agreement.


 


 


ARTICLE IX


NOTICES


 


9.1.       Sending
Notices. Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01
of the Credit Agreement.


 


9.2.       Change
in Address for Notices. Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice
upon it by a notice in writing to the other parties.


 


 


ARTICLE X


THE ADMINISTRATIVE AGENT


 


JPMorgan Chase Bank, N.A.
has been appointed Administrative Agent for the other Secured Parties hereunder pursuant to Article VIII of the Credit Agreement. It is
expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder
is subject to the terms of the delegation of authority made by the Secured Parties to the Administrative Agent pursuant to Article VIII
of the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such
hereunder only on the express conditions contained in such Article VIII of the Credit Agreement. Any successor Administrative Agent appointed
pursuant to Article VIII of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent
hereunder.


 


[Signature Page Follows]


 


 


 






    	 	28	 



     


    

 


 


 


 


 


IN WITNESS WHEREOF, the Grantors
and the Administrative Agent have executed this Security Agreement as of the date first above written.


 


GRANTORS:


 


IPOWER INC.,


a Nevada corporation


 


 


By: ________________________


Name: Kevin Vassily


Title: Chief Financial Officer






 


E MARKETING SOLUTION INC,


a California corporation


 


 


By: ________________________


Name: Kevin Vassily


Title: Chief Financial Officer






 


GLOBAL PRODUCT MARKETING INC.,


a Nevada corporation


 


 


By: ________________________


Name: Kevin Vassily


Title: Chief Financial Officer


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


 


By:________________________


Name: Terry Luh


Title: Authorized Officer


 


 


 


 


 


 



    	 	29	 



     


    

 


EXHIBIT A


(See Sections 3.2, 3.3, 3.4, 3.9 and 9.1 of Security
Agreement)


 


 


INFORMATION AND COLLATERAL LOCATIONS


OF


IPOWER INC.


 


 


I.              Name of Grantor:
iPower Inc.


 


II.             State of Incorporation
or Organization: Nevada


 


III.            Type of Entity:
Corporation


 


IV.           Organizational Number
assigned by State of Incorporation or Organization: E0177432018-7


 


V.             Federal Identification
Number: 82-5144171


 


 VI.            Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:




 


2399 Bateman Avenue


Duarte, CA 91010


 


  Attention: Kevin Vassily


 


VII.          Locations of Collateral:


 


(a)       Properties
Owned by the Grantor:


 


None.


 


(b)       Properties
Leased by the Grantor (Include Landlord’s Name):


 


	Address	Landlord
	
    2399 Bateman Avenue

    Duarte, CA 91010
	DDCC Group, LLC (Sublessor: BizRight, LLC)
	
    8798 E. 9th Street,

    Rancho Cucamonga, CA 91730
	
    9th & Vineyard, LLC

     

	
    14750 E. Nelson Ave., Unit 1,

    City of Industry, CA 91744
	
    Rexford Industrial – Nelson, LLC

     



 


(c)       Public Warehouses or other
Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):


 


	Location	Warehouse Operator	Bailee or Cosignee
	Various Amazon Fulfillment Centers throughout the United States	Amazon	Amazon


 


 


 



    	 	30	 



     


    







 


INFORMATION AND COLLATERAL LOCATIONS


OF


E MARKETING SOLUTION INC.


 


 


I.              Name of Grantor:
E Marketing Solution Inc.


 


II.             State of Incorporation
or Organization: California


 


III.            Type of Entity:
Corporation


 


IV.           Organizational Number
assigned by State of Incorporation or Organization: C4077265


 


V.             Federal Identification
Number: 82-3323234


 


 VI.            Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:




 


2399 Bateman Avenue


Duarte, CA 91010


 


Attention: Kevin Vassily


 


VII.          Locations of Collateral:


 


(a)       Properties
Owned by the Grantor:


 


None.


 


(b)       Properties
Leased by the Grantor (Include Landlord’s Name):


 


None.


 


(c)        Public Warehouses or other
Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):


 


None.


 


 


 


 


 



    	 	31	 



     


    

 


INFORMATION AND COLLATERAL LOCATIONS


OF


GLOBAL PRODUCT MARKETING INC.


 


 


I.              Name of Grantor:
Global Product Marketing Inc.


 


II.             State of Incorporation
or Organization: Nevada


 


III.            Type of Entity:
Corporation


 


IV.            Organizational Number
assigned by State of Incorporation or Organization: E8969262020-3 


 


V.             Federal Identification
Number: 85-2934404


 


 VI.            Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:




 


2399 Bateman Avenue


Duarte, CA 91010


 


Attention: Kevin Vassily


 


VII.          Locations of Collateral:


 


(a)       Properties
Owned by the Grantor:


 


None.


 


(b)       Properties
Leased by the Grantor (Include Landlord’s Name):


 


None.


 


(c)       Public Warehouses or other
Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):


 


None.


 


 


 


 



    	 	32	 



     


    




 


EXHIBIT B


(See Sections 3.5 and 7.1 of Security Agreement)


 


DEPOSIT ACCOUNTS


 


 


	
     

     

    Name of Grantor
	
     

     

    Name of Institution
	
     

     

    Account Number
	Check here if Deposit Account is a Collateral Deposit Account	Description of Deposit Account if not a Collateral Deposit Account
	iPower Inc.	 	 	 	 
	iPower Inc. 	 	 	 	 
	iPower Inc.	 	 	 	 
	E Marketing Solution Inc. 	 	 	 	 
	Global Product Marketing Inc. 	 	 	 	 
	iPower Inc.	 	 	 	 


 


 


 


LOCK BOXES


 


None.


 


SECURITIES ACCOUNTS


 


None.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	33	 



     


    




 


EXHIBIT C


(See Section 3.7 of Security Agreement)


 


LETTER OF CREDIT RIGHTS


 


None.


 


 


 


 


CHATTEL PAPER


 


None.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	34	 



     


    




 


EXHIBIT D


(See Section 3.10 and 3.11 of Security Agreement)


 


INTELLECTUAL PROPERTY RIGHTS


 


 


PATENTS


 


None.


 


PATENT APPLICATIONS


 


None.


 


TRADEMARKS


 


UNITED STATES TRADEMARKS:


 


	Owner	Registration Number	Trademark
	iPower Inc.	
    4248807

     
	
    iPower

     

	iPower Inc.	6006647 	
    iPower

     

	iPower Inc.	5755589	Simple Deluxe


 


 


TRADEMARK APPLICATIONS


 


UNITED STATES TRADEMARK APPLICATIONS:


 


	Owner	Serial Number	Trademark
	iPower Inc.	
    90820606

     
	
    Flourish

     

	iPower Inc.	
    90807305

     
	
    Flora Harvest

     

	iPower Inc.	
    90782582

     
	
    iGarden

     

	iPower Inc.	
    90780948

     
	
    iFarm

     



 


COPYRIGHTS


 


None.


 


COPYRIGHT APPLICATIONS


 


None.


 


 


 






    	 	35	 



     


    

 


INTELLECTUAL PROPERTY LICENSES


 


 


	Grantor	Name of Agreement	Date of Agreement	Parties to Agreement
	iPower Inc.	Exclusive Business Cooperation Agreement	September 4, 2020	
    iPower Inc. and Global Product Marketing Inc.

     

	iPower Inc.	Amended and Restated Exclusive Business Cooperation Agreement	October 26, 2020	
    iPower Inc. and E Marketing Solution Inc.

     



 


 


DOMAIN NAMES


 


	Domain Name	Registrant
	meetipower.com	Domains By Proxy
	
    zenHydro.com

     
	iPower Inc.
	
    simpledeluxe.com

     
	iPower Inc.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	36	 



     


    

 


EXHIBIT E


(See Section 3.11 of Security Agreement)


 


TITLE DOCUMENTS


 


I. Vehicles subject to certificates of title:


 


None.


 


II. Aircraft/engines/parts, ships, railcars and other vehicles governed
by federal statute:


 


None.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	37	 



     


    

 


EXHIBIT F


(See Section 3.11 of Security Agreement)


 


FIXTURES


 


 


I. Legal description, county and street address of property on which
Fixtures are located (by Grantor):


 


None.


 


 


II. Name and Address of Record Owner:


 


None.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	38	 



     


    

 





EXHIBIT G


(See Section 3.13 of Security Agreement and Definition
of “Pledged Collateral”)


 


LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER
INVESTMENT PROPERTY


 


 


STOCKS


 


None.


 


BONDS


 


None.





GOVERNMENT SECURITIES


 


None.


 


OTHER SECURITIES OR OTHER INVESTMENT PROPERTY


(CERTIFICATED AND UNCERTIFICATED)


 


	Name of Grantor	Issuer	Description of Collateral*	Percentage Ownership Interest
	iPower Inc.	E Marketing Solution Inc.	
    100 shares of common stock

     
	100%
	iPower Inc.	
    Global Product Marketing Inc.

     
	
    One (1) share of common stock

     
	100%


*The securities listed above have been pledged
and are subject to a lien in favor of the U.S. Small Business Administration pursuant to the Loan Authorization and Agreement, dated April
18, 2020, between BZRTH Inc., and U.S. Small Business Administration.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	39	 



     


    



EXHIBIT H


(See Section 3.1 of Security Agreement)


 


OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN
FILED


 


Secretary of State of Nevada


 


Secretary of State of California


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	40	 



     


    

 


EXHIBIT I


(See Section 4.4 and 4.8 of Security Agreement)


 


AMENDMENT


 


 


This Amendment, dated ________________, ___ is
delivered pursuant to Section [4.4][4.8] of the Security Agreement referred to below. All defined terms herein shall have the meanings
ascribed thereto or incorporated by reference in the Security Agreement. The undersigned hereby certifies that the representations and
warranties in Article III of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this
Amendment may be attached to that certain Pledge and Security Agreement, dated November 12, 2021, between the undersigned, as the Grantors,
and JPMorgan Chase Bank, N.A., as the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time
prior to the date hereof, the “Security Agreement”) and that the Collateral listed on Schedule I to this Amendment
shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred
to in the Security Agreement.


 


IPOWER INC.,


a Nevada corporation


 


 


By_________________________


Name:


Title:


 


E MARKETING SOLUTION INC,


a California corporation


 


 


By________________________


Name:


Title:


 


GLOBAL PRODUCT MARKETING INC.,


a Nevada corporation


 


 


By________________________


Name:


Title:


 


 


 






    	 	41	 



     


    

 


SCHEDULE I TO AMENDMENT


 


STOCKS


 


	
     

    Name of Grantor
	
     

     

    Issuer
	
     

    Certificate Number(s)
	
     

    Number of Shares
	
     

     

    Class of Stock
	Percentage of Outstanding Shares
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 


BONDS


 


	Name of Grantor	Issuer	Number	Face Amount	Coupon Rate	Maturity
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 





GOVERNMENT SECURITIES


 


	Name of Grantor	Issuer	Number	Type	Face Amount	Coupon Rate	Maturity
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


OTHER SECURITIES OR OTHER INVESTMENT PROPERTY


(CERTIFICATED AND UNCERTIFICATED)


 


	Name of Grantor	Issuer	Description of Collateral	Percentage Ownership Interest
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[Add description of custody accounts or
arrangements with securities intermediary, if applicable]


 


COMMERCIAL TORT CLAIMS


 


	Name of Grantor	Description of Claim	Parties	Case Number; Name of Court where Case was Filed
	 	 	 	 
	 	 	 	 


 


 


 


 






    	 	42	 



     


    

 


EXHIBIT J


(See Section 4.8 of the Security Agreement and
Definition of “Commercial Tort Claims”)


 


COMMERCIAL TORT CLAIMS


 


None.




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	43	 



     


    

 


ANNEX I TO PLEDGE AND SECURITY AGREEMENT 


 


Reference is hereby made to the Pledge and Security
Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”),
dated as of November 12, 2021 by and among iPOWER Inc., a Nevada corporation (the “Company”), and certain other entities
which become parties to the Security Agreement from time to time, including, without limitation, those that become party thereto by executing
a Security Agreement Supplement in substantially the form hereof (such parties, including the undersigned, together with the Company,
the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”),
for the benefit of the Secured Parties under the Credit Agreement. Each capitalized terms used herein and not defined herein shall have
the meanings given to it in the Security Agreement.


 


By its execution below, the undersigned, [NAME
OF NEW GRANTOR], a [__________________________] [corporation] [partnership] [limited liability company] (the “New Grantor”)
agrees to become, and does hereby become, a Grantor under the Security Agreement and agrees to be bound by such Security Agreement as
if originally a party thereto. The New Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the
ratable benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in and to the
Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and performance of the Secured Obligations.


 


By its execution below, the New Grantor represents
and warrants as to itself that all of the representations and warranties contained in the Security Agreement are true and correct in all
respects as of the date hereof; provided that, with respect to the representations and warranties by the New Grantor made as of the Closing
Date, such representations and warranties by such New Grantor shall be deemed to be made as of the date hereof. The New Grantor represents
and warrants that the supplements to the Exhibits to the Security Agreement attached hereto are true and correct in all respects and such
supplements set forth all information required to be scheduled under the Security Agreement; provided, however, that with respect to the
representations and warranties by the New Grantor made as of the Closing Date which incorporate such sections by reference as of such
date, such representations and warranties by the New Grantor shall be deemed to be made as of the date hereof. The New Grantor shall take
all steps necessary to perfect, in favor of the Administrative Agent, a first-priority security interest in and lien against the New Grantor’s
Collateral, including, without limitation, delivering all certificated Pledged Collateral to the Administrative Agent (and other Collateral
required to be delivered under the Security Agreement), and taking all steps necessary to properly perfect the Administrative Agent’s
interest in any uncertificated Pledged Collateral.


 


IN WITNESS WHEREOF, [NAME OF NEW GRANTOR],
a [__________________] [corporation] [partnership] [limited liability company] has executed and delivered this Annex I counterpart to
the Security Agreement as of this ___________ day of ____________, ____.


 


[NAME OF NEW GRANTOR] 


 


By:_________________________________


Name:_______________________________


Title:________________________________


 


 


 


 


 


 


 


 


 


 


 






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