Security Agreement dated May 30, 2008



 Exhibit 10.5 
 SECURITY AGREEMENT 
 Dated May 30, 2008 
 From 
 The Grantors referred to herein 
 as Grantors 
 to 
 PRIDES CAPITAL FUND I, L.P. 
 as Purchaser








 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
			
	 Section 1.
	  	Grant of Security	  	2
			
	 Section 2.
	  	Security for Obligations	  	5
			
	 Section 3.
	  	Grantors Remain Liable	  	6
			
	 Section 4.
	  	Delivery and Control of Security Collateral	  	6
			
	 Section 5.
	  	Maintaining the Account Collateral	  	7
			
	 Section 6.
	  	Representations and Warranties	  	7
			
	 Section 7.
	  	Further Assurances	  	10
			
	 Section 8.
	  	As to Equipment and Inventory	  	11
			
	 Section 9.
	  	Insurance	  	11
			
	 Section 10.
	  	Post-Closing Changes; Collections on Receivables	  	12
			
	 Section 11.
	  	As to Intellectual Property Collateral	  	13
			
	 Section 12.
	  	Voting Rights; Dividends; Etc.	  	15
			
	 Section 13.
	  	As to Letter-of-Credit Rights	  	16
			
	 Section 14.
	  	Commercial Tort Claims	  	16
			
	 Section 15.
	  	Transfers and Other Liens; Additional Shares	  	16
			
	 Section 16.
	  	Purchaser Appointed Attorney in Fact	  	17
			
	 Section 17.
	  	Purchaser May Perform	  	17
			
	 Section 18.
	  	The Purchaser’s Duties	  	17
			
	 Section 19.
	  	Remedies	  	18
			
	 Section 20.
	  	Indemnity and Expenses	  	20
			
	 Section 21.
	  	Amendments; Waivers; Additional Grantors; Etc.	  	20
			
	 Section 22.
	  	Notices, Etc.	  	21
			
	 Section 23.
	  	Continuing Security Interest; Assignments under the Notes	  	21

  

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	 Section 24.
	  	Release; Termination	  	21
			
	 Section 25.
	  	Execution in Counterparts	  	22
			
	 Section 26.
	  	Governing Law	  	22

  

					
	 Schedules
	  	 	  	 
	Schedule I	  	-	  	Investment Property
	Schedule II	  	-	  	Pledged Deposit Accounts
	Schedule III	  	-	  	Intellectual Property
	Schedule IV	  	-	  	Commercial Tort Claims
	Schedule V	  	-	  	Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number
	Schedule VI	  	-	  	Locations of Equipment and Inventory
	Schedule VII	  	-	  	Letters of Credit
			
	Exhibits	  		  	
	Exhibit A	  	-	  	Form of Intellectual Property Security Agreement
	Exhibit B	  	-	  	Form of Intellectual Property Security Agreement Supplement
	Exhibit C	  	-	  	Form of Security Agreement Supplement

  

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 SECURITY AGREEMENT 
 THIS SECURITY AGREEMENT dated May 30, 2008 is made by eDiets.com, Inc., a Delaware corporation (the “Company”) and the other parties listed on the signature pages hereof (the Company and
the parties so listed being, collectively, the “Grantors”), to Prides Capital Fund I, L.P., as purchaser (the “Purchaser”). 
 PRELIMINARY STATEMENTS. 
 (1) The
Purchaser (i) has purchased a $2,595,000.00 Senior Secured Note dated the date hereof (the “Initial Note”) issued by the Company and (ii) may purchase a $2,550,000.00 Senior Secured Note dated June 30, 2008
(the “Subsequent Note”, and together with the Initial Note, as each may hereafter be amended, amended and restated, replaced, substituted, supplemented or otherwise modified from time to time, each a
“Note” and collectively the “Notes”) pursuant to a Note Purchase Agreement dated the date hereof (the “Note Purchase Agreement”) between the Company and the Purchaser. Each
Grantor (other than the Company) has entered into a guaranty dated the date hereof (or a supplement thereto) (the “Guaranty”) in favor of the Purchaser pursuant to which such Grantor has guaranteed the obligations of the
Company under the Notes. 
 (2) Each Grantor is the owner of the shares of capital stock (the “Initial Pledged
Equity”) set forth opposite such Grantor’s name on and as otherwise described in Part I of Schedule I hereto. 
 (3) Each
Grantor is the owner of the deposit accounts (the “Pledged Deposit Accounts”) set forth opposite such Grantor’s name on Schedule II hereto. 
 (4) The Company owns an account (the “Securities Account”) in which it maintains securities or other investments. 
 (5) It is a condition precedent to the purchase of the Notes that the Grantors shall have granted the security interest contemplated by this Agreement. Each Grantor will derive substantial direct and indirect benefit
from the financing provided by the Notes. 
 (6) Terms defined in the Notes and not otherwise defined in this Agreement are used in this
Agreement as defined in the Notes. Further, unless otherwise defined in this Agreement or in the Notes, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non perfection or the priority of the security interest in
any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for
purposes of the provisions hereof relating to such perfection, effect of perfection or non perfection or priority. 
 NOW, THEREFORE, in
consideration of the premises and in order to induce the Purchaser to purchase the Notes, each Grantor hereby agrees with the Purchaser as follows: 







 Section 1. Grant of Security. Each Grantor hereby grants to the Purchaser a security interest
in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or
arising (collectively, the “Collateral”): 
 (a) all equipment owned by the Company in all of its forms, including,
without limitation, all machinery, tools, motor vehicles, furniture and fixtures, and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting information that constitute equipment within the
meaning of the UCC (any and all such property being the “Equipment”); 
 (b) all inventory in all of its forms,
including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass
or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Grantor), and
all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such property being the
“Inventory”); 
 (c) all accounts, chattel paper (including, without limitation, tangible chattel paper and
electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, securities accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations
of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in
and to all security agreements, mortgages, liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, securities
accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clause (d) below, being the “Receivables,” and any and all such supporting obligations, security agreements,
mortgages, liens, leases, letters of credit and other contracts being the “Related Contracts”); 
 (d) the following
(the “Security Collateral”): 
 (i) the Initial Pledged Equity and the certificates, if any,
representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the
Initial Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; 
 (ii) all additional
shares of capital stock and other equity interests from time to time acquired by such Grantor in any manner (such shares and other equity interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and
the certificates, if any, representing such additional shares or other equity interests, and all dividends, distributions, return of capital, 

  

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cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such
shares or other equity interests and all warrants, rights or options issued thereon or with respect thereto; 
 (iii) all
indebtedness from time to time owed to such Grantor (the “Pledged Debt”) and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such indebtedness; 
 (iv) the Securities Account, all
security entitlements with respect to all financial assets from time to time credited to the Securities Account, and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such security entitlements or financial assets and all warrants, rights or options issued thereon or with respect thereto; and 
 (v) all other investment property (as defined in the UCC) (including, without limitation, all (A) securities, whether certificated or
uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any
manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto; 
 (e) the Pledged Deposit Accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all cash equivalents), and all certificates and instruments, if any, from time to
time representing or evidencing the Pledged Deposit Account (collectively, the “Account Collateral”); 
 (f) the
following (collectively, the “Intellectual Property Collateral”): 
 (i) all patents, patent
applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”); 
 (ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and
other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a
security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby (“Trademarks”);

  

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 (iii) all copyrights, including, without limitation, copyrights in Computer Software (as
hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”); 
 (iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto,
together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections,
updates and new versions of any of the foregoing (“Computer Software”); 
 (v) all confidential and
proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical
data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial
and intangible property of any type, including, without limitation, industrial designs and mask works; 
 (vi) all
registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule III hereto, together with all reissues, divisions, continuations,
continuations-in-part, extensions, renewals and reexaminations thereof; 
 (vii) all tangible embodiments of the foregoing,
all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; 

(viii) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the
foregoing to which such Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth in Schedule III hereto (“IP Agreements”); and 
 (ix) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation,
violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; 
 (g) the commercial tort claims described in Schedule IV hereto (together with any commercial tort claims as to which the Grantors have complied with the requirements of Section 14, the “Commercial Tort
Claims Collateral”); 
 (h) all books and records (including, without limitation, customer lists, credit files, printouts and
other computer output materials and records) of such Grantor pertaining to any of the Collateral; and 
  

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 (i) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and
payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses
(a) through (g) of this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Purchaser is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of
loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. 
 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, (a) any Intellectual Property Collateral, if the grant of such security interest shall constitute or result in the
abandonment, invalidation or rendering unenforceable any right, title or interest of such Grantor therein; (b) any account, general intangible, permit, instrument, promissory note, chattel paper, license, contract or agreement to which such
Grantor is a party or any of its rights or interests thereunder, including, without limitation, with respect to any pledged partnership interests or any pledged limited liability company interests, to the extent, but only to the extent, that such a
grant would, under the terms of such account, general intangible, permit, instrument, promissory note, chattel paper, license, contract or agreement (including, without limitation, any partnership agreements or any limited liability company
agreements), or otherwise, be prohibited by or result in a breach or termination of the terms of, or constitute a default under or termination of any such account, general intangible, permit, instrument, promissory note, chattel paper, license,
contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406 of the UCC (or any successor provision) of any relevant jurisdiction or any other applicable law (including the
Bankruptcy Code of the United States) or principles of equity) or would otherwise constitute a violation of law, regulation or policy; provided, however, that immediately upon the ineffectiveness, lapse or termination of any such
provision, the Collateral shall include, and each 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; (c) any of the outstanding capital stock of a
“controlled foreign corporation” as defined in the Internal Revenue Code of 1986, as amended from time to time (each, a “Controlled Foreign Corporation”), in excess of 65% of the voting power of all classes of capital
stock of such Controlled Foreign Corporation entitled to vote; (d) all equipment and other property to the extent, but only to the extent, that such a grant would, under the terms of any contract or agreement to which such Grantor is a party in
connection with certain industrial revenue obligations, be prohibited by or would otherwise result in a breach or termination of the terms of, or constitute a default under or termination of any such contract or agreement or would otherwise
constitute a violation of law, regulation or policy; provided, however, that immediately upon the ineffectiveness, lapse or termination of any such provision precluding the grant of security interest on such property, the Collateral
shall include, and each 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; or (e) any governmental permit or franchise that prohibits liens or other
encumbrances on or collateral assignment of such permit or franchise. 
 Section 2. Security for Obligations. This Agreement
secures, in the case of each Grantor, the payment of all obligations of such Grantor now or hereafter existing under the Notes or the Guaranty, as the case may be, whether direct or indirect, absolute or contingent, and whether for principal,
interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses 

  

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or otherwise (all such Obligations being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement
secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to the Purchaser under the Notes but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving a Grantor. 
 Section 3. Grantors Remain Liable.
Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Purchaser of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements
included in the Collateral and (c) the Purchaser shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other agreement executed in connection herewith, nor
shall the Purchaser be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 
 Section 4. Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security
Collateral shall be delivered to and held by the Purchaser pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Purchaser; provided, however, that such certificates and instruments will be deemed delivered hereunder to the extent that such certificates and instruments were previously delivered pursuant to that certain
security agreement dated August 31, 2007 from the Grantors to the Purchaser (the “2007 Security Agreement”). The Purchaser shall have the right at any time to exchange certificates or instruments representing or
evidencing Security Collateral for certificates or instruments of smaller or larger denominations. 
 (b) Subject to the rights under the
2007 Security Agreement, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof either (i) to register the Purchaser as the registered owner of such security or
(ii) to agree with such Grantor and the Purchaser that such issuer will comply with instructions with respect to such security originated by the Purchaser without further consent of such Grantor, such agreement to be in form and substance
satisfactory to the Purchaser (such agreement being an “Uncertificated Security Control Agreement”). 
 (c) Subject
to the rights under the 2007 Security Agreement, with respect to the Securities Account and any Security Collateral that constitutes a security entitlement as to which the Purchaser is not the securities intermediary, the relevant Grantor, at
Purchaser’s request, will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Purchaser as the entitlement holder thereof or (ii) to agree with such Grantor
and the Purchaser that such securities intermediary will comply with entitlement orders originated by the Purchaser without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Purchaser (a
“Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively). 
  

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 (d) Upon the request of the Purchaser, each Grantor will notify each issuer of Security Collateral
granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder. 
 Section 5.
Maintaining the Account Collateral. Subject to Section 3.12 of the Note Purchase Agreement, so long as any amount remains outstanding under the Notes, each Grantor will maintain deposit accounts only with a bank that has agreed with such
Grantor and Purchaser to comply with instructions originated by the Purchaser directing the disposition of funds in such deposit account without the further consent of such Grantor, such agreement to be in form and substance satisfactory to the
Purchaser (a “Deposit Account Control Agreement”); provided, however, that the respective Grantor acknowledges and agrees that any deposit account control agreements entered into pursuant to the 2007 Security
Agreement are also for the benefit of the Purchaser as required pursuant to this Section 5 and provided, further, however, this Section 5 shall not apply to deposit accounts (i) with an aggregate balance of no more than
$50,000 at any time or (ii) operated solely as a payroll account. 
 Section 6. Representations and Warranties. Each Grantor
represents and warrants as follows: 
 (a) Such Grantor’s exact legal name, location, chief executive office, type of organization,
jurisdiction of organization and organizational identification number is set forth in Schedule V hereto. Such Grantor has no trade names other than as listed on Schedule V hereto. 
 (b) Such Grantor is the legal and beneficial owner of the Collateral granted or purported to be granted by it free and clear of any lien, claim, option
or right of others, except for the security interest created under this Agreement, the 2007 Security Agreement or permitted under the Notes or the Note Purchase Agreement. Except as previously disclosed to Purchaser, no effective financing statement
or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may have been filed in favor of the Purchaser
relating to the Notes or Guaranty. 
 (c) All of the Equipment and Inventory of such Grantor are located at the places specified therefor in
Schedule VI hereto or at another location as to which such Grantor has complied with the requirements of Section 6(a). Such Grantor has exclusive possession and control of its Equipment and Inventory, other than Inventory stored at any leased
premises or warehouse for which a landlord’s or warehouseman’s agreement, in form and substance satisfactory to the Purchaser, is in effect. 
 (d) None of the Receivables is evidenced by a promissory note that has not been disclosed to the Purchaser. 
 (e) If such Grantor is an issuer of Security Collateral, such Grantor confirms that it has received notice of the security interest granted hereunder. 
 (f) The Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly issued and is fully paid and non assessable. None of the Pledged Debt pledged by such Grantor hereunder is evidenced by
promissory notes. 
  

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 (g) The Initial Pledged Equity pledged by such Grantor constitutes the percentage of the issued and
outstanding capital stock of the issuers thereof indicated on Schedule I hereto. 
 (h) Such Grantor has no investment property (as defined
in the UCC), other than the investment property described in Part II of Schedule I hereto and additional investment property as to which such Grantor has complied with the requirements of Section 4. 
 (i) Such Grantor is not a beneficiary or assignee under any letter of credit, other than the letters of credit described in Schedule VII hereto and
additional letters of credit as to which such Grantor has complied with the requirements of Section 13. 
 (j) This Agreement creates in
favor of the Purchaser a valid security interest in the Collateral granted by such Grantor, securing the payment of the Secured Obligations; all filings and other actions (including, without limitation, (A) actions necessary to obtain control
of Collateral as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and (B) actions necessary to perfect the Purchaser’s security interest with respect to Collateral evidenced by a certificate of title) necessary to perfect the
security interest in the Collateral granted by such Grantor have been duly made or taken and are in full force and effect; and such security interest is second priority; provided, however, that such security interest is second priority
only to that security interest created pursuant to the 2007 Security Agreement. 
 (k) No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the grant by such Grantor of the security interest granted hereunder or for the execution, delivery or performance of this
Agreement by such Grantor, (ii) the perfection or maintenance of the security interest created hereunder (including the second priority nature of such security interest), except for the filing of financing and continuation statements under the
UCC, which financing statements have been or will promptly be filed and are in full force and effect, the recordation of the Intellectual Property Security Agreements referred to in Section 11(f) with the U.S. Patent and Trademark Office and
the U.S. Copyright Office, which Agreements have been or will promptly be recorded and are in full force and effect, and the actions described in Section 4 with respect to the Security Collateral, which actions have been taken and are in full
force and effect, or (iii) the exercise by the Purchaser of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the
disposition of any portion of the Security Collateral by laws affecting the offering and sale of securities generally. 
 (l) The Inventory
that has been produced or distributed by such Grantor has been produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act, if applicable. 
 (m) As to itself and its Intellectual Property Collateral: 
 (i) To such Grantor’s knowledge, the operation of such Grantor’s business as currently conducted or as contemplated to be conducted and the use of the Intellectual Property Collateral in connection therewith
do not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party. 
  

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 (ii) To such Grantor’s knowledge, such Grantor is the exclusive owner of all right,
title and interest in and to the Intellectual Property Collateral, and is entitled to use all Intellectual Property Collateral subject only to the terms of the IP Agreements. 
 (iii) The Intellectual Property Collateral set forth on Schedule III hereto includes all of the patents, patent applications, domain
names, trademark registrations and applications, copyright registrations and applications and IP Agreements owned by such Grantor as of the date hereof. 
 (iv) The Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable in whole or part, and to the best of such Grantor’s knowledge, is valid and enforceable. Such Grantor is
not aware of any uses of any item of Intellectual Property Collateral that could be expected to lead to such item becoming invalid or unenforceable. 
 (v) Such Grantor has made or performed all filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its interest in each and every item of Intellectual Property Collateral in
full force and effect throughout the world, and to protect and maintain its interest therein including, without limitation, recordations of any of its interests in the Patents and Trademarks with the U.S. Patent and Trademark Office and in
corresponding national and international patent offices, and recordation of any of its interests in the Copyrights with the U.S. Copyright Office and in corresponding national and international copyright offices. To its knowledge, such Grantor has
used proper statutory notice in connection with its use of each patent, trademark and copyright in the Intellectual Property Collateral. 
 (vi) To the best of such Grantor’s knowledge, no claim, action, suit, investigation, litigation or proceeding has been asserted or is pending or threatened against such Grantor (i) based upon or challenging
or seeking to deny or restrict the Grantor’s rights in or use of any of the Intellectual Property Collateral, (ii) alleging that the Grantor’s rights in or use of the Intellectual Property Collateral or that any services provided by,
processes used by, or products manufactured or sold by, such Grantor infringe, misappropriate, dilute, misuse or otherwise violate any patent, trademark, copyright or any other proprietary right of any third party, or (iii) alleging that the
Intellectual Property Collateral is being licensed or sublicensed in violation or contravention of the terms of any license or other agreement. No third-party is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise
violates the Intellectual Property Collateral or the Grantor’s rights in or use thereof. Except as set forth on Schedule III hereto, such Grantor has not granted any license, release, covenant not to sue, non-assertion assurance, or other right
to any third-party with respect to any part of the Intellectual Property Collateral. The consummation of the transactions contemplated by the Transaction Documents will not result in the termination or impairment of any of the Intellectual Property
Collateral. 
  

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 (vii) With respect to each IP Agreement: (A) such IP Agreement is valid and binding
and in full force and effect and represents the entire agreement between the respective parties thereto with respect to the subject matter thereof; (B) such IP Agreement will not cease to be valid and binding and in full force and effect on
terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to
terminate such IP Agreement; (C) such Grantor has not received any notice of termination or cancellation under such IP Agreement; (D) such Grantor has not received any notice of a breach or default under such IP Agreement, which breach or
default has not been cured; (E) such Grantor has not granted to any other third party any rights, adverse or otherwise, under such IP Agreement; and (F) neither such Grantor nor any other party to such IP Agreement is in breach or default
thereof in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such IP Agreement. 
 (viii) To the best of such Grantor’s knowledge, (A) none of the Trade Secrets of such Grantor has been used, divulged, disclosed
or appropriated to the detriment of such Grantor for the benefit of any other individual or business entity other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any trade secrets of any
other individual or business entity in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or
breach of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s
Intellectual Property Collateral. 
 (ix) No Grantor or Intellectual Property Collateral is subject to any outstanding
consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any Intellectual Property Collateral or that would impair the validity or enforceability of such Intellectual Property Collateral. 
 Section 7. Further Assurances. (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will
promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or desirable, or that the Purchaser may request, in order to perfect and protect any pledge or security
interest granted or purported to be granted by such Grantor hereunder or to enable the Purchaser to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor. Without limiting the generality of the
foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (i) file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the
Purchaser may request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (ii) at the request of the Purchaser, take all action to ensure that the Purchaser’s security
interest is noted on any certificate of title related to any Collateral evidenced by a certificate of title; and (iii) deliver to the Purchaser evidence that all other actions that the Purchaser may deem reasonably necessary or desirable in
order to perfect and protect the security interest granted or purported to be granted by such Grantor under this Agreement has been taken. 
  

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 (b) Each Grantor hereby authorizes the Purchaser to file one or more financing or continuation
statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor, regardless of
whether any particular asset described in such financing statements falls within the scope of the UCC. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its
authorization for the Purchaser to have filed such financing statements, continuation statements or amendments filed prior to the date hereof. 
 (c) Each Grantor will furnish to the Purchaser from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection with such Collateral as the Purchaser may
reasonably request, all in reasonable detail. 
 Section 8. As to Equipment and Inventory. Each Grantor will cause its Equipment
to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and will forthwith, or in the case of any loss or damage to any of such Equipment as soon as practicable after the
occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Each Grantor will pay promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, its Equipment and Inventory. In producing its Inventory, each Grantor will comply with all requirements of
applicable law, including, without limitation, the Fair Labor Standards Act. 
 Section 9. Insurance. (a) Each Grantor will,
at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such insurers, as shall be satisfactory to the Purchaser from time to time. At the reasonable request of
the Purchaser, each policy of each Grantor for liability insurance shall provide for all losses to be paid on behalf of the Purchaser and such Grantor as their interests may appear, and each policy for property damage insurance shall provide for all
losses (except for losses of less than $50,000 per occurrence) to be paid directly to the Purchaser. At the reasonable request of the Purchaser, each such policy shall in addition (i) name such Grantor and the Purchaser as insured parties
thereunder (without any representation or warranty by or obligation upon the Purchaser) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Purchaser notwithstanding any
action, inaction or breach of representation or warranty by such Grantor, (iii) provide that there shall be no recourse against the Purchaser for payment of premiums or other amounts with respect thereto and (iv) provide that at least 10
days’ prior written notice of cancellation or of lapse shall be given to the Purchaser by the insurer. Each Grantor will, if so requested by the Purchaser, deliver to the Purchaser original or duplicate policies of such insurance and, as often
as the Purchaser may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further, each Grantor will, at the request of the Purchaser, duly execute and deliver instruments of assignment of such insurance
policies to comply with the requirements of Section 8 and cause the insurers to acknowledge notice of such assignment. 
  

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 (b) Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 9
may be paid directly to the individual or business entity who shall have incurred liability covered by such insurance. In case of any loss involving damage to Equipment or Inventory when subsection (c) of this Section 9 is not applicable,
the applicable Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory, and any proceeds of insurance properly received by or released to such Grantor shall be used by such Grantor, except as
otherwise required hereunder or by the Notes, to pay or as reimbursement for the costs of such repairs or replacements. 
 (c) So long as no
Event of Default shall have occurred and be continuing, all insurance payments received by the Purchaser in connection with any loss, damage or destruction of any Inventory or Equipment will be released by the Purchaser to the applicable Grantor for
the repair, replacement or restoration thereof, subject to such terms and conditions with respect to the release thereof as the Purchaser may reasonably require. To the extent that (i) the amount of any such insurance payments exceeds the cost
of any such repair, replacement or restoration, or (ii) such insurance payments are not otherwise required by the applicable Grantor to complete any such repair, replacement or restoration required hereunder, the Purchaser will not be required
to release the amount thereof to such Grantor and may hold or continue to hold such amount as additional security for the Secured Obligations of such Grantor. Upon the occurrence and during the continuance of any Event of Default or the actual or
constructive total loss (in excess of $50,000 per occurrence) of any Equipment or Inventory, all insurance payments in respect of such Equipment or Inventory shall be paid to the Purchaser and shall, in the Purchaser’s sole discretion,
(i) be released to the applicable Grantor to be applied as set forth in the first sentence of this subsection (c) or (ii) be held as additional Collateral hereunder or applied as specified in Section 19(b). 
 Section 10. Post-Closing Changes; Collections on Receivables. (a) No Grantor will change its name, type of organization, jurisdiction of
organization, organizational identification number or location from those set forth in 6(a) of this Agreement without first giving at least 30 days’ prior written notice to the Purchaser and taking all action required by the Purchaser for the
purpose of perfecting or protecting the security interest granted by this Agreement. Each Grantor will hold and preserve its records relating to the Collateral and will permit representatives of the Purchaser at any time during normal business hours
and upon reasonable prior written notice to inspect and make abstracts from such records and other documents. If any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Purchaser of such
organizational identification number. 
 (b) Except as otherwise provided in this subsection (b), each Grantor will continue to collect, at
its own expense, all amounts due or to become due such Grantor under the Receivables. In connection with such collections, such Grantor may take (and, at the Purchaser’s direction, will take) such action as such Grantor or the Purchaser may
deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Purchaser shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written
notice to such Grantor of its intention to do so, to notify the Obligors 

  

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under any Receivables of the assignment of such Receivables to the Purchaser and to direct such Obligors to make payment of all amounts due or to become due
to such Grantor thereunder directly to the Purchaser and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and
to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the
notice from the Purchaser referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received
in trust for the benefit of the Purchaser hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Purchaser in the same form as so received (with any necessary indorsement) and, if any Event of Default
shall have occurred and be continuing, applied as provided in Section 19(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof or allow any
credit or discount thereon. No Grantor will permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof. 
 Section 11. As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor
agrees to take, at its expense, all necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such
Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter
included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright
Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and
renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, without the written consent of the
Purchaser, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines that such use or the pursuit or maintenance of
such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not be reasonably likely to have a material adverse effect on such Grantor’s business, in which case,
such Grantor will give prompt notice of any such abandonment to the Purchaser. 
 (b) Each Grantor agrees promptly to notify the Purchaser if
such Grantor becomes aware (i) that any item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Grantor’s
ownership of any of the Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation,
the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral. 
  

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 (c) In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral is
being infringed or misappropriated by a third party, such Grantor shall promptly notify the Purchaser and shall take such actions, at its expense, as such Grantor deems reasonable and appropriate under the circumstances to protect or enforce such
Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. 
 (d) Each Grantor shall use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral. Except as provided in
Section 11(a) hereof, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. 
 (e) Each Grantor shall take all steps which it or the Purchaser deems reasonable and appropriate under the circumstances to preserve and protect each
item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and
services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. 
 (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit A hereto or otherwise in form and
substance satisfactory to the Purchaser (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Purchaser in such Intellectual Property Collateral with the U.S. Patent and
Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. 
 (g) Each Grantor agrees that should it obtain an ownership interest in any item of the type set forth in Section 1(e) that is not on the date hereof
a part of the Intellectual Property Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property
and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Within 30 days of the end of each
fiscal quarter of the Company, each Grantor shall give written notice to the Purchaser identifying the After-Acquired Intellectual Property acquired during such fiscal quarter, and such Grantor shall execute and deliver to the Purchaser with such
written notice, or otherwise authenticate, an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Purchaser (an “IP Security Agreement Supplement”) covering such
After-Acquired Intellectual Property, which IP Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest
hereunder in such After-Acquired Intellectual Property. 
  

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 Section 12. Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have
occurred and be continuing: 
 (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Security Collateral of such Grantor or any part thereof for any purpose; provided however, that such Grantor will not exercise or refrain from exercising any such right if such action would have a material adverse effect on
the value of the Security Collateral or any part thereof. 
 (ii) Each Grantor shall be entitled to receive and retain any and
all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Notes; provided, however, that any
and all 
 (A) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments
and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, 
 (B) dividends and other distributions paid or payable in cash in respect of any Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid in
surplus and 
 (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange
for, any Security Collateral 
 shall be, and shall be forthwith delivered to the Purchaser to hold as, Security Collateral and shall, if
received by such Grantor, be received in trust for the benefit of the Purchaser, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Purchaser as Security Collateral in the same form as so received (with
any necessary indorsement). 
 (iii) The Purchaser will execute and deliver (or cause to be executed and delivered) to each
Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to
receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. 
 (b) Upon the
occurrence and during the continuance of an Event of Default: 
 (i) All rights of each Grantor (x) to exercise or
refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 12(a)(i) shall, upon notice to such Grantor by the Purchaser, cease and (y) to receive the dividends,
interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Purchaser, which shall thereupon have
the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. 
  

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 (ii) All dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust for the benefit of the Purchaser, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Purchaser as
Security Collateral in the same form as so received (with any necessary indorsement). 
 Section 13. As to Letter-of-Credit
Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Purchaser, intends to (and hereby does) assign to the Purchaser its rights (including its contingent rights) to the
proceeds of all contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Each Grantor will promptly cause the issuer of each letter of credit and each nominated person (if any) with respect thereto to
consent to such assignment of the proceeds thereof pursuant to a consent in form and substance satisfactory to the Purchaser and deliver written evidence of such consent to the Purchaser. 
 (b) Upon the occurrence of an Event of Default, each Grantor will, promptly upon request by the Purchaser, (i) notify (and such Grantor hereby
authorizes the Purchaser to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Purchaser hereunder and any payments due or to
become due in respect thereof are to be made directly to the Purchaser or its designee and (ii) arrange for the Purchaser to become the transferee beneficiary of letter of credit. 
 Section 14. Commercial Tort Claims. Each Grantor will promptly give notice to the Purchaser of any commercial tort claim that may arise after
the date hereof and will immediately execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such commercial tort claim to the second priority security interest created under this
Agreement. 
 Section 15. Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not
(i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Note
Purchase Agreement, or (ii) create or suffer to exist any lien or other encumbrance upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement, the 2007
Security Agreement and any liens or other encumbrances permitted under the terms of the Note Purchase Agreement. 
 (b) Each Grantor agrees
that it will (i) cause each issuer of the capital stock pledged by such Grantor not to issue any capital stock or other securities in addition to or in substitution for the Pledged Equity issued by such issuer, except to such Grantor, and
(ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional capital stock or other securities. 
  

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 Section 16. Purchaser Appointed Attorney in Fact. Each Grantor hereby irrevocably appoints
the Purchaser such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Purchaser’s discretion, to, upon the occurrence and during the
continuance of an Event of Default, take any action and to execute any instrument that the Purchaser may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: 
 (a) to obtain and adjust insurance required to be paid to the Purchaser pursuant to Section 9, 
 (b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral, 
 (c) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in
connection with clause (a) or (b) above, and 
 (d) to file any claims or take any action or institute any proceedings that the
Purchaser may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Purchaser with respect to any of the Collateral.

 Section 17. Purchaser May Perform. If any Grantor fails to perform any agreement contained herein, the Purchaser may, but
without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Purchaser incurred in connection therewith shall be payable by such Grantor under Section 20. 
 Section 18. The Purchaser’s Duties. (a) The powers conferred on the Purchaser hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Purchaser shall have no duty as to any
Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, or as to the taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Collateral. The Purchaser shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which
it accords its own property. 
 (b) Anything contained herein to the contrary notwithstanding, the Purchaser may from time to time, when the
Purchaser deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Purchaser hereunder with respect to all or any part of the Collateral. In the event that the Purchaser so appoints any Subagent
with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such
Subagent, in addition to the Purchaser as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Purchaser, with all rights, powers, privileges, 

  

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interests and remedies of the Purchaser hereunder with respect to such Collateral, and (iii) the term “Purchaser,” when used herein in
relation to any rights, powers, privileges, interests and remedies of the Purchaser with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with
respect to any such Collateral unless and except to the extent expressly authorized in writing by the Purchaser. 
 Section 19.
Remedies. If any Event of Default shall have occurred and be continuing: 
 (a) The Purchaser may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also
may: (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Purchaser forthwith, assemble all or part of the Collateral as directed by the Purchaser and make it available to the Purchaser
at a time to be designated by the Purchaser that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the
Purchaser’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Purchaser may deem commercially reasonable; (iii) occupy any premises owned or leased by any of the Grantors where the
Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and
all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment
of any amount under, or performance of any provision of the Receivables and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C) exercise all other rights and
remedies with respect to the Receivables and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten
days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Purchaser shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Purchaser may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to
which it was so adjourned. 
 (b) Any cash held by or on behalf of the Purchaser and all cash proceeds received by or on behalf of the
Purchaser in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Purchaser, be held by the Purchaser as collateral for, and/or then or at any time thereafter applied
(after payment of any amounts payable to the Purchaser pursuant to Section 15) in whole or in part by the Purchaser against, all or any part of the Secured Obligations. Any surplus of such cash or cash proceeds held by or on the behalf of the
Purchaser and remaining after payment in full of all the Secured Obligations shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus. 
  

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 (c) All payments received by any Grantor under or in respect of the Collateral shall be received in trust
for the benefit of the Purchaser, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Purchaser in the same form as so received (with any necessary indorsement). 
 (d) The Purchaser may, without notice to any Grantor except as required by law and at any time or from time to time, charge, set off and otherwise apply
all or any part of the Secured Obligations against any funds held in any deposit account. 
 (e) The Purchaser may send to each bank,
securities intermediary or issuer party to any Deposit Account Control Agreement, Securities/Deposit Account Control Agreement, Securities Account Control Agreement or Uncertificated Security Control Agreement a “Notice of Exclusive
Control” as defined in and under such Agreement. 
 (f) In the event of any sale or other disposition of any of the Intellectual
Property Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Grantor shall supply to the Purchaser or its designee such Grantor’s know-how and
expertise, and documents and things relating to any Intellectual Property Collateral subject to such sale or other disposition, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property Collateral
and to the manufacture, distribution, advertising and sale of products and services of such Grantor. 
 (g) If the Purchaser shall determine
to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 19, each Grantor agrees that, upon request of the Purchaser, such Grantor will, at its own expense: 
 (i) execute and deliver, and cause each issuer of such Security Collateral contemplated to be sold and the directors and officers thereof
to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Purchaser, advisable to register such Security Collateral under the provisions of
the Securities Act of 1933 (as amended from time to time, the “Securities Act”), to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by
law to be furnished and to make all amendments and supplements thereto and to the related prospectus that, in the opinion of the Purchaser, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto; 
 (ii) use its best efforts to qualify the
Security Collateral under the state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of such Security Collateral, as requested by the Purchaser; 
 (iii) cause each such issuer of such Security Collateral to make available to its security holders, as soon as practicable, an earnings
statement that will satisfy the provisions of Section 11(a) of the Securities Act; 
  

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 (iv) provide the Purchaser with such other information and projections as may be
necessary or, in the opinion of the Purchaser, advisable to enable the Purchaser to effect the sale of such Security Collateral; and 
 (v) do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law. 
 (h) The Purchaser is authorized, in connection with any sale of the Security Collateral pursuant to this Section 19, to deliver or otherwise
disclose to any prospective purchaser of the Security Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto, prepared pursuant to subsection (e)(i) above; (ii) any information and projections
provided to it pursuant to subsection (e)(iv) above; and (iii) any other information in its possession relating to such Security Collateral. 
 (i) Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Purchaser by reason of the failure by such Grantor to perform any of the covenants contained in subsection (f) above
and, consequently, agrees that, if such Grantor shall fail to perform any of such covenants, it will pay, as liquidated damages and not as a penalty, an amount equal to the value of the Security Collateral on the date the Purchaser shall demand
compliance with subsection (f) above. 
 Section 20. Indemnity and Expenses. (a) Each Grantor agrees to indemnify,
defend and save and hold harmless the Purchaser and each of its affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any
and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in
connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. 
 (b) Each Grantor will upon demand
pay to the Purchaser the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Purchaser may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights
of the Purchaser hereunder or (iv) the failure by such Grantor to perform or observe any of the provisions hereof. 
 Section 21.
Amendments; Waivers; Additional Grantors; Etc. (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and
signed by the Purchaser and the Grantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Purchaser to exercise, and no delay in exercising
any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 
  

 20 








 (b) Upon the execution and delivery by any third-party of a security agreement supplement in
substantially the form of Exhibit C hereto (each a “Security Agreement Supplement”), such third-party shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and
each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional Grantor, each reference in this Agreement and the Notes to the “Collateral” shall also mean and be a reference to the Collateral
granted by such Additional Grantor and each reference in this Agreement to a Schedule shall also mean and be a reference to the schedules attached to such Security Agreement Supplement. 
 Section 22. Notices, Etc. All notices and other communications provided for hereunder shall be either (i) in writing (including
facsimile communication) and mailed, faxed or otherwise delivered or (ii) by electronic mail (if electronic mail addresses are designated as provided below) confirmed immediately in writing, in the case of the Purchaser, addressed to it at:
Prides Capital Fund I, L.P., c/o Prides Capital Partners, LLC, 200 High Street, Suite 700, Boston, MA 02110, Attention: Hank Lawlor, Telephone No. (617) 778-9200, Facsimile No.: (617) 778-9299, e-mail address: hank@pridescapital.com and,
in the case of each Grantor, addressed to it at its address set forth opposite such Grantor’s name on the signature pages hereto or on the signature page to the Security Agreement Supplement pursuant to which it became a party hereto; or, as to
any party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and other communications shall, when mailed, faxed, sent by electronic mail or otherwise, be effective when deposited in
the mails, confirmed by facsimile answerback, sent by electronic mail and confirmed in writing, or otherwise delivered (or confirmed by a signed receipt), respectively, addressed as aforesaid; except that notices and other communications to the
Purchaser shall not be effective until received by the Purchaser. Delivery by facsimile or electronic mail of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement or Schedule
hereto shall be effective as delivery of an original executed counterpart thereof. 
 Section 23. Continuing Security Interest;
Assignments under the Notes. This Agreement (a) shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full in cash of the Secured Obligations, (b) be binding upon
each Grantor, its successors and assigns and (c) inure to the benefit of the Purchaser and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Purchaser may assign or otherwise transfer all
or any portion of its rights and obligations under the Notes to any other individual or business entity, and such other individual or business entity shall thereupon become vested with all the benefits in respect thereof granted to the Purchaser
herein or otherwise. 
 Section 24. Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any
item of Collateral of any Grantor in accordance with the terms of the Notes or this Agreement (other than sales of Inventory in the ordinary course of business), the Purchaser will, at such Grantor’s expense, execute and deliver to such Grantor
such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that at the time of such request and such release
no Event of Default shall have occurred and be continuing. 
  

 21 








 (b) Upon the payment in full in cash of the Secured Obligations and, the pledge and security interest
granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Purchaser will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as
such Grantor shall reasonably request to evidence such termination. 
 Section 25. Execution in Counterparts. This Agreement may
be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement. 
 Section 26.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
 [Remainder
of page intentionally left blank.] 
  

 22 








 IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its
officer thereunto duly authorized as of the date first above written. 
  

					
	 	 	GRANTORS:	 	 
			
		 	EDIETS.COM, INC.	 	
			
		 		 	BBy:
	Address for Notices:	 	 /s/ James A. Epstein
	 	
	 1000 Corporate Drive # 600
 Fort Lauderdale, FL 33334
	 	 Name: James A. Epstein
 Title: Secretary
	 	
			
		 	EDIETS, INC.	 	
			
		 		 	BBy:
	Address for Notices:	 	 /s/ James A. Epstein
	 	
	 1000 Corporate Drive # 600
 Fort Lauderdale, FL 33334
	 	 Name: James A. Epstein
 Title: Secretary
	 	
			
		 	NUTRIO.COM, INC.	 	
			
		 		 	BBy:
	Address for Notices:	 	 /s/ James A. Epstein
	 	
	 1000 Corporate Drive # 600

 Fort Lauderdale, FL 33334
	 	Name: James A. Epstein	 	
	 	Title: Secretary	 	
	 		 	
		 		 	

 [Signature Page to Security Agreement] 







 Schedule I to the 
 Security Agreement 
 INVESTMENT PROPERTY 
 Part I 
 Initial Pledged Shares 

  

															
	 Grantor
	 	Issuer	 	Class of
Equity
Interest	 	Par
Value	 	Certificate
No(s)	 	Number of
Shares	 	Percentage of
Outstanding
Shares	 
	eDiets.com, Inc.	 	Nutrio.com, Inc.	 	Common	 	$	0.01	 		 	9,803,014	 	100	%
	eDiets.com, Inc.	 	eDiets, BVI	 	Common	 	$	1.00	 	1	 	50,000	 	100	%
	eDiets.com, Inc.	 	eDiets, Inc.	 	Common	 	$	0.001	 	5	 	10,000,000	 	100	%
	eDiets.com, Inc.	 	eDiets Europe, Ltd	 	Common	 	$	0.01	 		 	385,016	 	100	%

 Part II 
 Other Investment Property 
  

											
	 Grantor
	 	Issuer	 	Name of
Investment	 	Certificate
No(s)	 	Amount	 	Other
Identification
	N/A	 		 		 		 		 	

 [Signature Page to Security Agreement] 







 Schedule II to the 
 Security Agreement 
 PLEDGED DEPOSIT ACCOUNTS 
 eDiets Operating account – 2000035097387 - Wachovia 
 Nutrio Operating
account – 2000006267515 - Wachovia 
 [Signature Page to Security Agreement] 







 Schedule III to the 
 Security Agreement 
 INTELLECTUAL PROPERTY 
 I. Patents 
  

													
	 Grantor
	 	 Patent
 Titles
	 	 Country
	  	Patent No.	  	Application
No.	  	Filing Date	  	Issue Date

 II. Domain Names and Trademarks (Grantor for all is eDiets.com, Inc.) 
  

															
	 Grantor
	  	 DomainName/Mark
	  	 Country
	  	 Mark
	  	Reg.
No.	  	Application
No.	  	Filing
Date	  	IssueDate
		  	eDiets®	  	USA ( for all)	  		  	2855444	  		  		  	June 22, 2004
								
		  	eDiets.com®	  		  		  	285443	  		  		  	June 22, 2004
								
		  	Nutrio.com®	  		  		  	2437552	  		  		  	March 20, 2001
								
		  	DIETSMART®	  		  		  	2493454	  		  		  	September 25, 2001
								
		  	efitness.com	  		  		  		  		  		  	
								
		  	deliciouslyyours.com	  		  		  		  		  		  	
								
		  	gleemagazine.com	  		  		  		  		  		  	
								
		  	dietsmart.com	  		  		  		  		  		  	
							
		  	5stepdiet.com	  		  		  		  		  	
		  	americasdietitian.com	  		  		  		  		  	
		  	americasnutritionist.com	  		  		  		  		  	
		  	americasnutritionist.org	  		  		  		  		  	
		  	bodytypediet.com	  		  		  		  		  	
		  	bringdeeliciousback.com	  		  		  		  		  	
		  	bringdeliciousback.com	  		  		  		  		  	
		  	bringdeliciusback.com	  		  		  		  		  	
		  	bringdiliciousback.com	  		  		  		  		  	
		  	bringdiliciusback.com	  		  		  		  		  	
		  	bringingdeliciousback.com	  		  		  		  		  	
		  	carbaddictsdiet.com	  		  		  		  		  	
		  	circleofriends.cc	  		  		  		  		  	
		  	cookingforromance.net	  		  		  		  		  	
		  	deeliciouslyyours.com	  		  		  		  		  	
		  	deitsmart.com	  		  		  		  		  	
		  	deliciousathome.com	  		  		  		  		  	
		  	deliciouslynow.com	  		  		  		  		  	
		  	deliciouslysmart.com	  		  		  		  		  	
		  	deliciouslyyourfeedback.com	  		  		  		  		  	
		  	deliciouslyyouropinion.com	  		  		  		  		  	
		  	deliciouslyyoursediets.com	  		  		  		  		  	
		  	deliciouslyyoursfood.com	  		  		  		  		  	
		  	deliciouslyyoursmeals.com	  		  		  		  		  	
		  	deliciouslyyoursonline.com	  		  		  		  		  	
		  	delicioustoyourdoor.com	  		  		  		  		  	
		  	deliciousyours.com	  		  		  		  		  	









															
	 Grantor
	  	 Domain
 Name/Mark
	  	 Country
	  	 Mark
	  	Reg.
No.	  	Application
No.	  	 Filing
 Date
	  	 Issue
 Date

		  	 deliciuslyyours.com
 deliversdelicious.com
 diabetes-blog.com
 diet-blogs.com
 diet-blogs.net
 diet-logs.com
 dietcity.com
 dietcop.com
 dietdepot.us
 dietemergency.com
 dietheadlinenews.com
 dietlivemeetings.com
 dietmealsdirect.com
 dietnewscenter.com
 dietnewschannel.com
 dietnewsnetwork.net
 dietpatrol.com
 dietright.com
 dietsmart.info
 dietsolutioncenter.com
 dietsonline.com
 dietssmart.com
 dietsupportmeetings.com
 diliciouslyyours.com
 diliciuslyyours.com
 dnadiets.com
 dydelivered.com
 dydelivers.com
 dydelivery.com
 dyediets.com
 dymeals.com
 dysurvey.com
 dytoyourdoor.com
 eatwellplan.com
 eatwellprogram.com
 ediet-blog.com
 ediet-blog.net
 ediet24.com
 edietcity.com
 edietdelicious.com
 edietdelish.com
 edietdy.com
 edietheadlinenews.com
 edietlivemeetings.com
 edietmarket.com
 edietmen.com
 edietmen.us
 edietnetwork.com
 edietnews.com
 edietnewscenter.com
 edietnewschannel.com
 ediets-blog.com
 ediets-blog.net
 ediets-delicious.com
 ediets-uk.com
 ediets1.com
 ediets24.com
 edietsaffiliate.com
 edietsaffiliates.com
 edietsatkins.com
 edietscenter.com
 edietscentral.com
 edietsclient.com
 edietsconnections.com
 edietscooking.com
 edietscorporateservices.com
	  		  		  		  		  		  	

  

 2 









															
	 Grantor
	  	 Domain
 Name/Mark
	  	 Country
	  	 Mark
	  	Reg.
No.	  	Application
No.	  	 Filing
 Date
	  	 Issue
 Date

		  	edietscs.com	  		  		  		  		  		  	
		  	edietsdairyfree.com	  		  		  		  		  		  	
		  	edietsdeelicious.com	  		  		  		  		  		  	
		  	edietsdelices.com	  		  		  		  		  		  	
		  	edietsdelicios.com	  		  		  		  		  		  	
		  	edietsdelicious.com	  		  		  		  		  		  	
		  	edietsdeliciouslyours.com	  		  		  		  		  		  	
		  	edietsdeliciouslyyours.com	  		  		  		  		  		  	
		  	edietsdelicius.com	  		  		  		  		  		  	
		  	edietsdelish.com	  		  		  		  		  		  	
		  	edietsdelivered.com	  		  		  		  		  		  	
		  	edietsdelivers.com	  		  		  		  		  		  	
		  	edietsdelivery.com	  		  		  		  		  		  	
		  	edietsdiabetes.com	  		  		  		  		  		  	
		  	edietsdilices.com	  		  		  		  		  		  	
		  	edietsdilicios.com	  		  		  		  		  		  	
		  	edietsdilicious.com	  		  		  		  		  		  	
		  	edietsdilicius.com	  		  		  		  		  		  	
		  	edietsdirect.com	  		  		  		  		  		  	
		  	edietsdy.com	  		  		  		  		  		  	
		  	edietseat.com	  		  		  		  		  		  	
		  	edietseats.com	  		  		  		  		  		  	
		  	edietsespana.com	  		  		  		  		  		  	
		  	edietseurope.com	  		  		  		  		  		  	
		  	edietsexpress.com	  		  		  		  		  		  	
		  	edietsfood.com	  		  		  		  		  		  	
		  	edietsformen.com	  		  		  		  		  		  	
		  	edietsforwomen.com	  		  		  		  		  		  	
		  	edietsheadlinenews.com	  		  		  		  		  		  	
		  	edietsiq.com	  		  		  		  		  		  	
		  	edietsleancuisine.com	  		  		  		  		  		  	
		  	edietslive.com	  		  		  		  		  		  	
		  	edietslivemeeting.com	  		  		  		  		  		  	
		  	edietslivemeetings.com	  		  		  		  		  		  	
		  	edietslocal.com	  		  		  		  		  		  	
		  	edietslowfat.com	  		  		  		  		  		  	
		  	edietslowsodium.com	  		  		  		  		  		  	
		  	edietsmarket.com	  		  		  		  		  		  	
		  	edietsmealplan.com	  		  		  		  		  		  	
		  	edietsmeals.com	  		  		  		  		  		  	
		  	edietsmillionpoundmarch.com	  		  		  		  		  		  	
		  	edietsmillionpoundmarch.net	  		  		  		  		  		  	
		  	edietsmillionpoundmarch.org	  		  		  		  		  		  	
		  	edietsmillionpoundmarch.us	  		  		  		  		  		  	
		  	edietsmillionpoundmarches.com	  		  		  		  		  		  	
		  	edietsmp3.com	  		  		  		  		  		  	
		  	edietsnetwork.com	  		  		  		  		  		  	
		  	edietsnews.com	  		  		  		  		  		  	
		  	edietsnewscenter.com	  		  		  		  		  		  	
		  	edietsnewschannel.com	  		  		  		  		  		  	
		  	edietson.com	  		  		  		  		  		  	
		  	edietsp3.com	  		  		  		  		  		  	
		  	edietsradio.com	  		  		  		  		  		  	
		  	edietsshop.com	  		  		  		  		  		  	
		  	edietssolutions.com	  		  		  		  		  		  	
		  	edietsstore.biz	  		  		  		  		  		  	
		  	edietsstore.com	  		  		  		  		  		  	
		  	edietsstore.us	  		  		  		  		  		  	
		  	edietssupportmeetings.com	  		  		  		  		  		  	
		  	edietstakesitoff.com	  		  		  		  		  		  	
		  	edietstogo.com	  		  		  		  		  		  	
		  	edietstv.com	  		  		  		  		  		  	
		  	edietsu.com	  		  		  		  		  		  	
		  	edietsuk.com	  		  		  		  		  		  	
		  	edietsupportmeetings.com	  		  		  		  		  		  	
		  	edietsvegan.com	  		  		  		  		  		  	

  

 3 









															
	 Grantor
	  	 Domain
 Name/Mark
	  	 Country
	  	 Mark
	  	Reg.
No.	  	Application
No.	  	 Filing
 Date
	  	 Issue
 Date

		  	edietsxpress.com	  		  		  		  		  		  	
		  	edietsyourway.com	  		  		  		  		  		  	
		  	edietszone.com	  		  		  		  		  		  	
		  	ediettv.com	  		  		  		  		  		  	
		  	edietwomen.com	  		  		  		  		  		  	
		  	efitnessuk.co.uk	  		  		  		  		  		  	
		  	efitnessuk.com	  		  		  		  		  		  	
		  	emeetingslive.com	  		  		  		  		  		  	
		  	emotivation.com	  		  		  		  		  		  	
		  	enutri.com	  		  		  		  		  		  	
		  	ervana.com	  		  		  		  		  		  	
		  	ervana.net	  		  		  		  		  		  	
		  	ervana.tv	  		  		  		  		  		  	
		  	ervana.us	  		  		  		  		  		  	
		  	financehelp.com	  		  		  		  		  		  	
		  	fitness-blog.net	  		  		  		  		  		  	
		  	fitness-diet.net	  		  		  		  		  		  	
		  	flavorfulldiet.com	  		  		  		  		  		  	
		  	freshchefdirect.com	  		  		  		  		  		  	
		  	freshcuisin.com	  		  		  		  		  		  	
		  	freshcuisine.com	  		  		  		  		  		  	
		  	freshcuisines.com	  		  		  		  		  		  	
		  	freshcuizine.com	  		  		  		  		  		  	
		  	freshcusine.com	  		  		  		  		  		  	
		  	freshquizine.com	  		  		  		  		  		  	
		  	freshselects.com	  		  		  		  		  		  	
		  	get10offdy.com	  		  		  		  		  		  	
		  	giimpact.com	  		  		  		  		  		  	
		  	gleeemagazine.com	  		  		  		  		  		  	
		  	glemagzine.com	  		  		  		  		  		  	
		  	glutensensitivediet.com	  		  		  		  		  		  	
		  	glycemicimpact.com	  		  		  		  		  		  	
		  	glycemicimpactdiet.com	  		  		  		  		  		  	
		  	goediets.com	  		  		  		  		  		  	
		  	healthlymealsdirect.com	  		  		  		  		  		  	
		  	high-protein.com	  		  		  		  		  		  	
		  	highcarbdiet.com	  		  		  		  		  		  	
		  	househelp.com	  		  		  		  		  		  	
		  	i2diet.com	  		  		  		  		  		  	
		  	i2guide.com	  		  		  		  		  		  	
		  	i4men.com	  		  		  		  		  		  	
		  	i4women.com	  		  		  		  		  		  	
		  	i4you.com	  		  		  		  		  		  	
		  	iformen.com	  		  		  		  		  		  	
		  	iforwomen.com	  		  		  		  		  		  	
		  	iforyou.com	  		  		  		  		  		  	
		  	iqdiet.com	  		  		  		  		  		  	
		  	lastminutediets.com	  		  		  		  		  		  	
		  	low-carb-plan.com	  		  		  		  		  		  	
		  	low-carb-plan.net	  		  		  		  		  		  	
		  	low-fat-blog.com	  		  		  		  		  		  	
		  	low-fat-diet.net	  		  		  		  		  		  	
		  	lowcarbcounter.com	  		  		  		  		  		  	
		  	lowcarbculture.com	  		  		  		  		  		  	
		  	lowcarbsuppliers.com	  		  		  		  		  		  	
		  	lowcholesteroldiet.com	  		  		  		  		  		  	
		  	millionpoundmarch.com	  		  		  		  		  		  	
		  	millionpoundmarch.org	  		  		  		  		  		  	
		  	millionpoundmarchblog.com	  		  		  		  		  		  	
		  	millionpoundmarches.com	  		  		  		  		  		  	
		  	misterbadfood.com	  		  		  		  		  		  	
		  	misterbadfoods.com	  		  		  		  		  		  	
		  	mrbadfood.com	  		  		  		  		  		  	
		  	mrbadfoods.com	  		  		  		  		  		  	
		  	mycircleofriends.com	  		  		  		  		  		  	
		  	mydeliciousdelivery.com	  		  		  		  		  		  	

  

 4 









															
	 Grantor
	  	 Domain
 Name/Mark
	  	 Country
	  	 Mark
	  	Reg.
No.	  	Application
No.	  	 Filing
 Date
	  	 Issue
 Date

		  	myediets.com	  		  		  		  		  		  	
		  	myedietsexpress.com	  		  		  		  		  		  	
		  	myfreshmeals.com	  		  		  		  		  		  	
		  	mymealdirect.com	  		  		  		  		  		  	
		  	mymealplan.com	  		  		  		  		  		  	
		  	mymealsdirect.com	  		  		  		  		  		  	
		  	mywellcentral.com	  		  		  		  		  		  	
		  	myyummydiet.com	  		  		  		  		  		  	
		  	netdiets.com	  		  		  		  		  		  	
		  	netdiets.us	  		  		  		  		  		  	
		  	newavocado.com	  		  		  		  		  		  	
		  	nushape.com	  		  		  		  		  		  	
		  	nutriodirect.com	  		  		  		  		  		  	
		  	oneeightymag.com	  		  		  		  		  		  	
		  	oneeightymag.net	  		  		  		  		  		  	
		  	oneeightymagazine.com	  		  		  		  		  		  	
		  	oneeightymagazine.net	  		  		  		  		  		  	
		  	onlinedietmeeting.com	  		  		  		  		  		  	
		  	onlinedietmeetings.com	  		  		  		  		  		  	
		  	onlineweightlossmeetings.com	  		  		  		  		  		  	
		  	organicfooddiet.com	  		  		  		  		  		  	
		  	practicaldiet.com	  		  		  		  		  		  	
		  	selfhelpcentral.com	  		  		  		  		  		  	
		  	selfhelptech.com	  		  		  		  		  		  	
		  	shapecity.com	  		  		  		  		  		  	
		  	storemedia.com	  		  		  		  		  		  	
		  	sugardiet.com	  		  		  		  		  		  	
		  	summerfreshdiet.com	  		  		  		  		  		  	
		  	thedietdepot.com	  		  		  		  		  		  	
		  	theedietsmillionpoundmarch.com	  		  		  		  		  		  	
		  	theflavorfulldiet.com	  		  		  		  		  		  	
		  	themillionpoundmarch.net	  		  		  		  		  		  	
		  	themillionpoundmarch.org	  		  		  		  		  		  	
		  	themillionpoundmarch.us	  		  		  		  		  		  	
		  	themillionpoundmarches.com	  		  		  		  		  		  	
		  	thesummerfreshdiet.com	  		  		  		  		  		  	
		  	trydeliciouslyyours.com	  		  		  		  		  		  	
		  	tryediets.com	  		  		  		  		  		  	
		  	u2tech.com	  		  		  		  		  		  	
		  	vitadeli.com	  		  		  		  		  		  	
		  	vitanourish.com	  		  		  		  		  		  	
		  	waytoeat.net	  		  		  		  		  		  	
		  	weightlossmeetings.com	  		  		  		  		  		  	
		  	wellcentral.cc	  		  		  		  		  		  	
		  	wellcentral.com	  		  		  		  		  		  	
		  	wellcentral.net	  		  		  		  		  		  	
		  	wellcentral.tv	  		  		  		  		  		  	
		  	yourmeal.com	  		  		  		  		  		  	
		  	yourmeals.com	  		  		  		  		  		  	
		  	zerocarbdiet.com	  		  		  		  		  		  	
		  	zone-diet-blog.com	  		  		  		  		  		  	

 III. Trade Names 
  

			
	 Grantor
	  	Names
	 eDiets.com, Inc.
	  	eDiets
	 eDiets.com, Inc.
	  	eDiets.com

  

 5 









			
	 eDiets.com, Inc.
	  	Nutrio / Nutrio.com
		
	 eDiets.com, Inc
	  	DIETSMART / dietsmart.com
		
	 eDiets.com, Inc.
	  	efitness / efitness.com
		
	 eDiets.com, Inc.
	  	deliciously yours / deliciouslyyours meal delivery service / deliciouslyyours.com
		
	 eDiets.com, Inc.
	  	glee / glee magazine / gleemagazine.com
		
	 eDiets.com, Inc.
	  	eDiets Corporate Services
		
	 eDiets.com, Inc.
	  	Mr. Bad Food

 IV. Copyrights 
  

															
	 Grantor
	  	 Title of Work
	  	Country	  	Title	  	Reg. No.	  	Application
No.	  	Filing
Date	  	Issue Date
	 eDiets.com, Inc.
	  	www.ediets.com, v6.5	  	USA	  		  	TX6299443	  		  		  	October 27, 2003
								
	 eDiets.com, Inc.
	  	www.ediets.com	  	USA	  		  	TX6299443	  		  		  	December 23, 2005
								
	 eDiets.com, Inc.
	  	eFitness	  	USA	  		  	TX5872690	  		  		  	October 27, 2003
								
	 eDiets.com, Inc.
	  	eDiets Pocket Encyclopedia	  	USA	  		  	TX5782718	  		  		  	May 8, 2003
								
	 eDiets.com, Inc.
	  	eDiets.com	  	USA	  		  	TX5880669	  		  		  	October 27, 2003

 V. IP Agreements 
  

			
	 Grantor
	 	 IP Agreements

	 N/A
	 	

  

 6 








 Schedule IV to the 
 Security Agreement 
 COMMERCIAL TORT CLAIMS 
 [Describe nature of claim(s)-see Comment 5 to UCC Section 9-108] 
 N/A 







 Schedule V to the 
 Security Agreement 
 LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, 
 JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION 
 NUMBER 
  

											
	 Grantor
	 	Location	 	Chief Executive
Office	 	Type of
Organization	 	Jurisdiction of
Organization	 	Organizational I.D.
No.
	eDiets.com, Inc..	 	1000 Corporate Drive, Suite
600Ft. Lauderdale, FL 33334	 		 	For profit corp.	 	DE	 	56-0952883
						
	eDiets, Inc.	 	1000 Corporate Drive, Suite
600Ft. Lauderdale, FL 33334	 		 	For profit corp.	 	DE	 	65-0687110
						
	eDiets, BVI	 	1000 Corporate Drive, Suite
600Ft. Lauderdale, FL 33334	 		 	For profit corp.	 	BVI	 	N/A
						
	Nutrio.com, Inc.	 	1000 Corporate Drive, Suite
600Ft. Lauderdale, FL 33334	 		 	For profit corp.	 	DE	 	65-0885927








 Schedule VI to the 
 Security Agreement 
 LOCATION OF EQUIPMENT AND INVENTORY 
 eDiets.com, Inc. 
 Locations of Equipment: 

 COMPUTER SERVER LOCATION 
 11300 NW 25 Street 
 Miami, FL 33172 
 COMPUTER SERVER LOCATION 
 c/o Savvis Data Center 
 375 Riverside Parkway, Suite 150 
 Lithia Springs, GA 30122 
 OFFICE LOCATION 
 2225 N Commerce Parkway #7 
 Weston, FL 33326 
 OFFICE & CALL CENTER LOCATION 
 1000 Corporate Drive Suite 600

 Fort Lauderdale, FL 33334 
 Locations of
Inventory: 
 FULFILLMENT CENTER 
 3570 NW 53 Court

 Fort Lauderdale, FL 33309 
 PBD FULFILLMENT CENTER 

3280 Summit Ridge Parkway 
 Duluth, GA 30096 







 Schedule VII to the 
 Security Agreement 
 LETTERS OF CREDIT 
  

												
	 Beneficiary (Grantor)
	 	 Issuer
	 	Account
Party	 	Number	 	Maximum
Available
Amount	 	 Date

	 Radice III, LLC
 c/o Trammell Crow Company
 1801 North Military Trail
 Suite 150
 Boca Raton, FL 33431
	 	Wachovia Bank	 		 	SM220721W	 	$	544,000	 	Issued 6/29/06; renewed 6/30/08
						
	 California First Leassing Corporation
 18210 Von Karman
Avenue
 Suite 600
 Irvine, CA 92612
	 	Wachovia Bank	 		 	SM226823W	 	$	500,000	 	Issued 7/16/07 and expires 7/3/08








 Exhibit A to the 
 Security Agreement 
 FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP
Security Agreement”) dated May 30, 2008 is made by the business entities listed on the signature pages hereof (collectively, the “Grantors”) in favor of Prides Capital Fund I, L.P., as lender (the
“Purchaser”). 
 WHEREAS, the Purchaser has purchased a note dated the date hereof and may purchase a note dated
June 30, 2008 issued by the Company (said notes, as they may hereafter be amended, amended and restated, replaced, substituted, supplemented or otherwise modified from time to time, being the “Notes”) pursuant to a Note
Purchase Agreement dated May 30, 2008 between the Company and the Purchaser. 
 WHEREAS, as a condition precedent to the Purchaser
purchasing the Notes each Grantor has executed and delivered that certain Security Agreement dated as of the date hereof made by the Grantors to the Purchaser (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”). 
 WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the
Purchaser a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United
States Copyright Office and other governmental authorities. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor agrees as follows: 
 SECTION 1. Grant of Security. Each Grantor hereby
grants to the Purchaser a security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”): 
 (i) the patents and patent applications set forth in Schedule A hereto (the “Patents”); 
 (ii) the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest
shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”); 
 (iii) all copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses
set forth in Schedule C hereto (the “Copyrights”); 







 (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing
thereunder or pertaining thereto; 
 (v) any and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 
 (vi) any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and
supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing. 
 SECTION 2. Security for
Obligations. The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations of such Grantor now or hereafter existing under or in respect of the Notes, whether direct
or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the
foregoing, this IP Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and that would be owed by such Grantor to the Purchaser under the Notes but for the fact that such Secured
Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party. 
 SECTION 3. Recordation. Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security
Agreement. 
 SECTION 4. Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security
interest hereunder to, and the rights and remedies of, the Purchaser with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth
herein. 
 SECTION 6. Governing Law. This IP Security Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York. 







 IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written. 
  

			
	 EDIETS.COM, INC.

		
	 By
	 	  

	Name:	 	
	Title:	 	
	
	 Address for Notices:

	
	  

	  

	  

	
	 EDIETS, INC.

		
	 By
	 	  

	Name:	 	
	Title:	 	
	
	 Address for Notices:

	
	  

	  

	  

	
	 NUTRIO.COM, INC.

		
	 By
	 	  

	Name:	 	
	Title:	 	
	
	Address for Notices:
	
	  

	  

	  










 SCHEDULES TO INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 Schedule A - Patents 
  

													
	 Grantor
	  	Patent
Titles	  	Country	  	Patent No.	  	Application
No.	  	Filing Date	  	Issue Date
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	








 Schedule B – Trademarks, Domain Names and Trade Names 
 Trademarks and Domain Names (Grantor for all is eDiets.com, Inc.) 
  

															
	 Grantor
	 	 Domain Name/
Mark
	 	 Country
	  	Mark	  	Reg.
No.	  	Application
No.	  	Filing Date	  	Issue
Date
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	

 Trade Names 
  

			
	 Grantor
	  	 Names

		  	
		  	
		  	
		  	
		  	








 Schedule C – Copyrights 
  

															
	 Grantor
	 	 Title of
 Work
	 	 Country
	  	Title	  	Reg.
No.	  	Application
No.	  	Filing
Date	  	Issue
Date
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	
		 		 		  		  		  		  		  	








 Exhibit B to the 
 Security Agreement 
 FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT 
 This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security Agreement Supplement”) dated
                    , 200  , is made by the business entities listed on the signature page hereof (the
“Grantor”) in favor of Prides Capital Fund I, L.P., as lender (the “Purchaser”). 
 WHEREAS,
the Purchaser has purchased notes issued by the Company pursuant to a Note Purchase Agreement dated May 30, 2008 between the Company and the Purchaser (said notes, as they may hereafter be amended, amended and restated, replaced, substituted,
supplemented or otherwise modified from time to time, being the “Notes”). 
 WHEREAS, pursuant to the Notes, the
Grantor and certain other business entities have executed and delivered that certain Security Agreement dated May 30, 2008 made by the Grantor and such other parties to the Purchaser (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”) and that certain Intellectual Property Security Agreement dated May 30, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “IP Security Agreement”). 
 WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the
Purchaser a security interest in the Additional Collateral (as defined in Section 1 below) of the Grantor and has agreed as a condition thereof to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark
Office, the United States Copyright Office and other governmental authorities. 
 NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows: 
 SECTION 1. Grant of Security. Each Grantor
hereby grants to the Purchaser a security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”): 
 (i) the patents and patent applications set forth in Schedule A hereto (the “Patents”); 
 (ii) the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest
shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”); 
 (iii) the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto to the extent assignable (the “Copyrights”); 







 (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing
thereunder or pertaining thereto; 
 (v) all any and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 
 (vi) any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and
supporting obligations relating to, any and all of the foregoing or arising from any of the foregoing. 
 SECTION 2. Security for
Obligations. The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the payment of all Obligations of the Grantor now or hereafter existing under or in respect of the
Notes, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. 
 SECTION 3. Recordation. The Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for
Trademarks and any other applicable government officer to record this IP Security Agreement Supplement. 
 SECTION 4. Grants, Rights and
Remedies. This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the
rights and remedies of, the Purchaser with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. 
 SECTION 5. Governing Law. This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of
New York. 







 IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written. 
  

			
	By	 	  

	Name:	 	
	Title:	 	
	
	Address for Notices:
	  

	  

	  










 Exhibit C to the 
 Security Agreement 
 FORM OF SECURITY AGREEMENT SUPPLEMENT 
 [Date of Security Agreement Supplement] 
 Prides Capital Fund
I, L.P., as Purchaser 
 c/o Prides Capital Partners, LLC 
 200
High Street, Suite 700 
 Boston, MA 02110 
 Attn: Hank Lawlor

 eDiets.com, Inc. 
 Ladies and Gentlemen:

 Reference is made to the Security Agreement dated May 30, 2008 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of the Purchaser. Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined
in the Security Agreement. 
 SECTION 1. Grant of Security. The undersigned hereby grants to the Purchaser a security interest in all
of its right, title and interest in and to the following, in each case whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s
“Collateral”): all Equipment, Inventory, Receivables, Security Collateral (including, without limitation, the shares of capital stock set forth on Part I of Schedule I hereto and the securities and securities/deposit accounts
set forth on Schedule II hereto), Account Collateral, Intellectual Property Collateral, Commercial Tort Claims Collateral (including, without limitation, the commercial tort claims described in Schedule III hereto), all books and records (including,
without limitation, customer lists, credit files, printouts and other computer output materials and records) of the undersigned pertaining to any of the undersigned’s Collateral, and all proceeds of, collateral for, income, royalties and other
payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute
property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Purchaser is the loss payee thereof), or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. 
 SECTION 2. Security for
Obligations. The grant of a security interest in, the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Obligations of the undersigned now or hereafter existing under or
in respect of the Notes, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or 








 
otherwise. Without limiting the generality of the foregoing, this Security Agreement Supplement and the Security Agreement secures the payment of all amounts
that constitute part of the Secured Obligations and that would be owed by the undersigned to the Purchaser under the Notes but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving a Loan Party. 
 SECTION 3. Representations and Warranties. (a) The
undersigned’s exact legal name, location, chief executive office, type of organization, jurisdiction of organization and organizational identification number is set forth in Schedule V hereto. The undersigned has no trade names other than as
listed on Schedule II hereto. Within the five years preceding the date hereof, the undersigned has not changed its name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number
from those set forth in Schedule V hereto. 
 (a) All of the Equipment and Inventory of the undersigned are located at the places specified
therefor in Schedule VI hereto. 
 (b) The undersigned is not a beneficiary or assignee under any letter of credit, other than the letters of
credit described in Schedule VII hereto. 
 (c) The undersigned hereby makes each other representation and warranty set forth in
Section 6 of the Security Agreement with respect to itself and the Collateral granted by it. 
 SECTION 4. Obligations Under the
Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned
further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned, that each reference to the
“Collateral” or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a
reference to the schedules attached hereto. 
 SECTION 5. Governing Law. This Security Agreement Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York. 
  

			
	 Very truly yours,

	
	 [NAME OF ADDITIONAL GRANTOR]

		
	 By
	 	  

	Title:	 	
	
	Address for Notices: