Exhibit 10.4


 


SECURITY AGREEMENT


 


SECURITY AGREEMENT, dated
as of November 18, 2021 (this “Agreement”), between Gaming Technologies, Inc., a Delaware corporation (“Gaming
Technologies” or the “Company” or the “Debtors”) and the holders of the Company’s 10% Senior Secured
Notes due November 18, 2022 in aggregate principal amount of up to $1,666,666.67 (the “Notes”), signatory hereto, its
endorsees, transferees and assigns (individually referred to as, the “Secured Party” and collectively referred to as,
the “Secured Parties”) and Puritan Partners, as Secured Party and Collateral Agent for the Secured Parties (the “Collateral
Agent”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the
Notes, the Secured Parties agreed to extend the loan to the Company evidenced by the Notes;


 


WHEREAS, in order to induce
the Secured Parties to extend the loan evidenced by the Notes, each Debtor has agreed to execute and deliver to the Secured Parties this
Agreement and to grant the Secured Parties a perfected security interest in all of the property of the Debtors to secure the prompt payment,
performance and discharge in full of all of the Debtors’ obligations under the Note and the other Transaction Documents and the
documents entered into in connection therewith;


 


NOW, THEREFORE, in consideration
of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.        Certain
Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not
otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel paper”,
“commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”,
“general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings
given such terms in Article 9 of the UCC. If only one Debtor is named above, references to “Debtors,” “each Debtor,”
“any Debtor” and similar expressions mean the Debtor.


 


(a)        “Collateral”
means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include the following
personal property of the Debtor , whether presently owned or existing or hereafter acquired or coming into existence, wherever situated,
and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof,
including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any
tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time
and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities
(as defined below):


 


(i)        All
goods, including, without limitations, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever
situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements
therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used in connection with any Debtor’s
businesses and all improvements thereto; and (B) all inventory;


 


 


 


 






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(ii)              
All contract rights and other general intangibles, including, without limitation, all partnership interests, stock or other securities,
rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other agreements,
computer software (whether “off-the-shelf”, licensed from any third party or developed by any Debtor), computer software development
rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade
styles, trade names, patents, patent applications, copyrights, Intellectual Property, and income tax refunds;


 


(iii)            
All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,
goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect
to each account, including any right of stoppage in transit;


 


(iv)             
All documents, letter-of-credit rights, instruments and chattel paper;


 


(v)               
All commercial tort claims or other litigation claims of any Debtor of any type, including against parties covered by directors’
and officers’ insurance of any Debtor;


 


(vi)             
All deposit accounts and all cash (whether or not deposited in such deposit accounts);


 


(vii)           
All investment property;


 


(viii)         
All supporting obligations;


 


(ix)             
All files, records, books of account, business papers, and computer


 


programs;


 


(x)               
All accounts receivable; and


 


(xi)             
the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(x) above.


 


Without limiting the
generality of the foregoing, the “Collateral” shall include all investment property and general intangibles respecting
ownership and/or other equity interests in the Company and each Subsidiary, including, without limitation, the shares of capital stock
and the other equity interests (including LLC interests) listed on Schedule H hereto (as the same may be modified from time to
time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests (including LLC interests) of any
other direct or indirect subsidiary of any Debtor obtained in the future, and, in each case, all certificates representing such shares
and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests (including LLC
interests) that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing (all of the
foregoing being referred to herein as the “Pledged Securities”) and all rights arising under or in connection with
the Pledged Securities, including, but not limited to, all dividends, interest and cash.


 


 


 






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Notwithstanding the
foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void
by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such
applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however,
that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent
permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.


 


(b)               
“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights
arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent of the
United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters
patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, (iii) all trademarks,
trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names
and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations
and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise,
and all common law rights related thereto, (iv) all trade secrets arising under the laws of the United States, any other country or any
political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all licenses for any
of the foregoing, and (vii) all causes of action for infringement of the foregoing.


 


(c)               
“Necessary Endorsement” shall mean undated stock powers endorsed in blank or other proper instruments of assignment
duly executed and such other instruments or documents as the Secured Parties may reasonably request.


 


(d)            
“Obligations” means all of the Debtors’ obligations under this Agreement, the other Transaction Documents and
any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether
now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether
or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred,
and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or
recovered directly or indirectly from the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be
amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term
“Obligations” shall include, without limitation: (i) principal of, and interest on the Notes and the loans extended pursuant
thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtor from time to time under or in connection
with this Agreement, the other Transaction Documents and any other instruments, agreements or other documents executed and/or delivered
in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing
that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving any Debtor.


 


 


 


 






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(e)            
“Organizational Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such
as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation,
any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of
such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members’ agreement).


 


(f)             
“UCC” means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states
which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of
the parties that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be
construed in its broadest sense. Accordingly, if there are, from time to time, changes to defined terms in the UCC that broaden the definitions,
they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones shall
be controlling.


 


2.                  
Grant of Perfected Security Interest. As an inducement for the Secured Party to extend the loan as evidenced by the Note and to
secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Debtor
hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a continuing and perfected first priority
security interest in (in certain of the Collateral) and to, a lien upon and a right of set-off against all of their respective right,
title and interest of whatsoever kind and nature in and to, the Collateral (the “Security Interest”).


 


3.                  
Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause
to be delivered to the Secured Party (a) any and all certificates and other instruments representing or evidencing the Pledged Securities,
and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with
all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to the Secured Party, or have previously
delivered to the Secured Party a true and correct copy of each Organizational Document governing any of the Pledged Securities


 


4.                  
Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and
agrees with, the Secured Party as follows:


 


(a)               
Each Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement and the
filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required
by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal, valid and binding obligation
of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors
and by general principles of equity.


 


 


 


 






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(b)        The
Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the
offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached
hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such Collateral
is located, and there exist no mortgages or other liens on any such real property. Except as disclosed on Schedule A, none of such
Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.


 


(c)               
Except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral, free and clear of any liens,
security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest. Except as set forth on Schedule
B, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security
agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party
pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Debtors shall
not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or
instrument (except to the extent filed or recorded as of the date hereof or in favor of the Secured Party pursuant to the terms of this
Agreement).


 


(d)               
No written claim has been received that any Collateral or Debtor's use of any Collateral violates the rights of any third party. There
has been no adverse decision to any Debtor's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction
or to any Debtor's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights
pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator
or other governmental authority.


 


(e)               
Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records
or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation
and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the
UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create
in favor of the Secured Party a valid, perfected and continuing perfected lien in the Collateral.


 


(f)                
This Agreement creates in favor of the Secured Party a valid, first security interest in the Collateral, securing the payment and performance
of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder
in any Collateral which may be perfected by filing Uniform Commercial Code financing statements and requisite Intellectual Property filings
shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately
following paragraph and the making of the requisite Intellectual Property filings, no action is necessary to create, perfect or protect
the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements
and Intellectual Property filings, no consent of any third parties and no authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement,
(ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of
the Secured Parties hereunder.


 


(g)               
Each Debtor hereby authorizes the Secured Parties, or any of them, to file one or more financing statements under the UCC, with respect
to the Security Interest and to make the requisite Intellectual Property filings with the proper filing and recording agencies in any
jurisdiction deemed proper by them.


 


 






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(h)               
The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule
or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor's debt or otherwise)
or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or affected[1].
No consent (including, without limitation, from stockholders[2] or creditors of any Debtor) is required for any Debtor to enter
into and perform its obligations hereunder.


 


(i)                
The capital stock and other equity interests or member interests listed on Schedule H hereto represent all of the capital stock
and other equity of the Company and its Subsidiaries, and represents all capital stock and other equity interests owned, directly or indirectly,
by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, the Company is the legal and beneficial
owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests
created by this Agreement.


 


(j)                
The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held
in a securities account or by any financial intermediary.


 


(k)               
Each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens
and security interests in the Collateral in favor of the Secured Parties until this Agreement and the Security Interest hereunder shall
be terminated pursuant to Section 11 hereof. Each Debtor hereby agrees to defend the same against the claims of any and all persons and
entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party,
each Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the
UCC and the requisite Intellectual Property filings in form reasonably satisfactory to the Secured Party and will pay the cost of filing
the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights
and obligations provided for herein. Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and other
amounts necessary to maintain the Collateral and the Security Interest hereunder, and each Debtor shall obtain and furnish to the Secured
Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority
of the applicable Security Interest hereunder.


 


(l)                
No Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior
written consent of the Secured Party.


 


(m)             
Each Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order (ordinary
wear and tear excepted) and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded
from insurance coverage.


 


(n)               
Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage
of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly
situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent
for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall cause
each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Secured Party that
(a) the Secured Party will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance
be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Secured Party and such
cancellation or change shall not be effective as to the Secured Party for at least thirty (30) days after receipt by the Secured Party
of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Secured Party will have
the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from
the insurer of such default. If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim or series
of related claims do not exceed $50,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or
replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance
thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor, provided, however, that payments received
by any Debtor after an Event of Default occurs and is continuing or in excess of $50,000 for any occurrence or series of related occurrences
shall be paid to the Secured Party and, if received by such Debtor, shall be held in trust for and immediately paid over to the Secured
Party unless otherwise directed in writing by the Secured Party. Copies of such policies or the related certificates, in each case, naming
the Secured Party as lender loss payee and additional insured shall be delivered to the Secured Party at least annually and at the time
any new policy of insurance is issued.


 


 






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(o)               
Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party in sufficient detail, of any material
change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral
or on the Secured Party’s security interest therein.


 


(p)               
Each Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take such further action as the Secured Parties may from time
to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including,
without limitation, if applicable, the execution and delivery of a separate security agreement with respect to (i) each Debtor’s
Intellectual Property (“Intellectual Property Security Agreement”) and (ii) Accounts (“Account Control Agreement”),
in which the Secured Party have been granted a security interest hereunder, substantially in a form acceptable to the Secured Parties,
which Intellectual Property Security Agreement and Account Control Agreement, other than as stated therein, shall be subject to all of
the terms and conditions hereof.


 


(q)               
Each Debtor shall permit the Secured Party and their representatives and agents to, inspect the Collateral at any time during normal business
hours and upon reasonable notice, and to make copies of records pertaining to the Collateral as may be requested by a Secured Party from
time to time; .


 


(r)                
Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.


 


(s)                
Each Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect the
value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.


 


(t)                
All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of any Debtor with respect to the Collateral
is accurate and complete in all material respects as of the date furnished.


 


(u)               
The Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights
and franchises material to its business.


 


(v)               
No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one),
legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to
the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture
filings necessary to perfect and continue perfected the perfected security Interest granted and evidenced by this Agreement.


 


(w)             
No Debtor may consign any of its Inventory or sell any of its Inventory on bill and hold, sale or return, sale on approval, or other conditional
terms of sale without the consent of a Majority in Interest which shall not be unreasonably withheld, except to the extent such consignment
or sale does not exceed 15% of the total value of all of the Debtor’s finished goods in Inventory.


 


(x)               
No Debtor may relocate its chief executive office to a new location without providing 30 days’ prior written notification thereof
to the Secured Party and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture
filings necessary to perfect and continue perfected the perfected security Interest granted and evidenced by this Agreement.


 


(y)        Each
Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in the first
paragraph of this Agreement. Schedule D attached hereto sets forth each Debtor’s organizational identification number or,
if any Debtor does not have one, states that one does not exist.


 


(z)               
(i) The actual name of each Debtor is the name set forth in the preamble above; (ii) no Debtor has any trade names except as set forth
on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or as set forth on Schedule
E for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by any Debtor within the past five years
except as set forth on Schedule E.


 


 






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(aa) At any time and from time to time that any
Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect
the security interest created hereby, the applicable Debtor shall deliver such Collateral to the Collateral Agent.


 


(bb) Each Debtor, in its capacity as issuer, hereby
agrees to comply with any and all orders and instructions of the Secured Party regarding the Pledged Interests consistent with the terms
of this Agreement without the further consent of any Debtor as contemplated by Section 8-106 (or any successor section) of the UCC. Further,
each Debtor agrees that it shall not enter into a similar agreement (or one that would confer “control” within the meaning
of Article 8 of the UCC) with any other person or entity.


 


(cc) Each Debtor shall cause all tangible chattel
paper constituting Collateral to be delivered to the Collateral Agent, or, if such delivery is not possible, then to cause such tangible
chattel paper to contain a legend noting that it is to the security interest created by this Agreement. To the extent that any Collateral
consists of electronic chattel paper, the applicable Debtor shall cause the underlying chattel paper to be “marked” within
the meaning of Section 9-105 of the UCC (or successor section thereto).


 


(dd) If there is any investment property or deposit
account included as Collateral that can be perfected by “control” through an account control agreement, the applicable Debtor
shall cause such an account control agreement, in form and substance in each case satisfactory to the Secured Party, to be entered into
and delivered to the Secured Party.


 


(ee) To the extent that any Collateral consists
of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying letter of credit to consent to an assignment
of the proceeds thereof to the Secured Party.


 


(ff) To the extent that any Collateral is in the
possession of any third party, the applicable Debtor shall join with the Secured Party in notifying such third party of the Secured Party’s
security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with
respect to the Collateral, in form and substance reasonably satisfactory to the Secured Party.


 


(gg) If any Debtor shall at any time hold or acquire
a commercial tort or other claim, such Debtor shall promptly notify the Secured Party in a writing signed by such Debtor of the particulars
thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance satisfactory to the Secured Party.


 


(hh) Each Debtor shall immediately provide written
notice to the Secured Party of any and all accounts which arise out of contracts with any governmental authority and, to the extent necessary
to perfect or continue the perfected status of the Security Interest in such accounts and proceeds thereof, shall execute and deliver
to the Secured Party an assignment of claims for such accounts and cooperate with the Secured Party in taking any other steps required,
in their judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute or rule to perfect or continue
the perfected status of the Security Interest in such accounts and proceeds thereof.


 


(ii)        Each
Debtor shall cause each subsidiary of such Debtor to immediately become a party hereto (an “Additional Debtor”), by
executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions
hereof applicable to the Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements
to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements
shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions,
good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation
as the Secured Party may reasonably request. Upon delivery of the foregoing to the Secured Party, the Additional Debtor shall be and become
a party to this Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same extent
as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein
as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtors” shall
be deemed to include each Additional Debtor.


 


 






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(jj)              
Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Notes.


 


(kk)           
Each Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each
issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Party on the books
of such issuer. Further, except with respect to certificated securities delivered to the Secured Party, the applicable Debtor shall deliver
to the Secured Party an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with
respect to perfection by registration) signed by the issuer of the applicable Pledged Security, which acknowledgement shall confirm that:
(a) it has registered the pledge on its books and records; and (b) at any time directed by the Secured Party during the continuation of
an Event of Default, such issuer will transfer the record ownership of such Pledged Security into the name of any designee of the Secured
Party, will take such steps as may be necessary to effect the transfer, and will comply with all other instructions of the Secured Party
regarding such Pledged Securities without the further consent of the applicable Debtor.


 


(ll)              
In the event that, upon an occurrence of an Event of Default, the Secured Party shall sell all or any of the Pledged Securities to another
party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities,
each Debtor shall, to the extent applicable: (i) deliver to the Secured Party or the Transferee, as the case may be, the articles of incorporation,
bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books
of account, financial records and all other Organizational Documents and records of the Debtors and their direct and indirect subsidiaries;
(ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtors and their direct
and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental
or regulatory body in order to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged
Securities by the Secured Party and allow the Transferee or the Secured Party to continue the business of the Debtors and their direct
and indirect subsidiaries.


 


(mm)       
Without limiting the generality of the other obligations of the Debtors hereunder, each Debtor shall promptly (i) cause to be registered
at the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect
to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be duly
recorded at the applicable office, and (iii) give the Secured Parties notice whenever it acquires (whether absolutely or by license) or
creates any additional material Intellectual Property.


 


(nn) Each Debtor
will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments and
documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order
to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and
enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.


 


(oo)           
Schedule F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights,
and domain names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any Debtor
for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks of the
Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors have been
duly recorded at the United States Copyright Office.


 


(pp)           
Except as set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of
the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute
or rule in respect of such Collateral.


 


 






    	 	9	 



     


    

 


5.                  
Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership
interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon
the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the issuer),
it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of the Secured
Party’s rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding
any provisions in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.


 


6.                  
Defaults. The following events shall be “Events of Default”:


 


(a)               
The occurrence of an Event of Default (as defined in the Notes) under the Notes;


 


(b)               
Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;


 


(c)               
The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of notice
of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and
such Debtor is using best efforts to cure same in a timely fashion; or


 


(d)               
If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having jurisdiction
over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any Debtor has any liability
or obligation purported to be created under this Agreement.


 


7.                  
Duty To Hold In Trust.


 


(a)               
Upon the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income, dividend,
interest or other sums subject to the Security Interest, whether payable pursuant to the Notes or otherwise, or of any check, draft, note,
trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall
forthwith endorse and transfer any such sums or instruments, or both, to the Collateral Agent.


 


(b)               
If any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants, rights
or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification
or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect subsidiaries)
in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such Pledged Securities or otherwise),
such Debtor agrees to (i) accept the same as the agent of the Secured Party; (ii) hold the same in trust on behalf of and for the benefit
of the Secured Party; and (iii) to deliver any and all certificates or instruments evidencing the same to the Collateral Agent y[3]
on or before the close of business on the fifth business day following the receipt thereof by such Debtor, in the exact form received
together with the Necessary Endorsements, to be held by the Collateral Agent subject to the terms of this Agreement as Collateral.


 


8.                  
Rights and Remedies Upon Default.


 


(a)               
Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party, acting through any agent appointed by them
for such purpose, shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party
shall have all the rights and remedies of a secured party under the UCC. Without limitation, the Secured Party shall have the following
rights and powers:


 


 






    	 	10	 



     


    

 


(i)                
The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance
of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall
assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether
at such Debtor's premises or elsewhere, and make available to the Secured Party, without rent, all of such Debtor’s respective premises
and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable
form.


 


(ii)              
Upon notice to the Debtors by the Secured Party, all rights of each Debtor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be
authorized to receive and retain, shall cease. Upon such notice, the Secured Party shall have the right to receive any interest, cash
dividends or other payments on the Collateral and, at the option oft, to exercise in such the Secured Party’s discretion all voting
rights pertaining thereto. Without limiting the generality of the foregoing, the Secured Party shall have the right (but not the obligation)
to exercise all rights with respect to the Collateral as it were the sole and absolute owners thereof, including, without limitation,
to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation,
recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.


 


(iii)            
The Secured Party shall have the right to operate the business of each Debtor using the Collateral and shall have the right to assign,
sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with
or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time
or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without
(except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any Debtor or right
of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral,
the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold,
free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released.


 


(iv)             
The Secured Party shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts
to make payments directly to the Secured Party and to enforce the Debtors’ rights against such account debtors and obligors.


 


(v)               
The Secured Party may (but are not obligated to) direct any financial intermediary or any other person or entity holding any investment
property to transfer the same to the Secured Party or their designee.


 


(vi)             
The Secured Party may (but are not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the
United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or any purchaser
of any Collateral.


 


(b)               
The Secured Party may comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered
adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Party may sell the Collateral without giving
any warranties and may specifically disclaim such warranties. If the Secured Party sells any of the Collateral on credit, the Debtors
will only be credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights that it may have
to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including, without
limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies
with respect thereto.


 


(c)               
For the purpose of enabling the Secured Party to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement
or applicable law, each Debtor hereby grants to the Secured Party an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to such Debtor) to use, license or sublicense following an Event of Default, any Intellectual Property now
owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license access to all media in
which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout
thereof.


 


 






    	 	11	 



     


    

 


9.        Applications
of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the
expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes,
fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred
by the Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and
then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party
shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds
thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtors will be liable for the deficiency,
together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”),
and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable
law, each Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention
or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final
judgment (not subject to further appeal) of a court of competent jurisdiction.


 


10.        Securities
Law Provision. Each Debtor recognizes that the Secured Party may be limited in its ability to effect a sale to the public of all or
part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or state
securities laws


 


(collectively, the “Securities Laws”),
and may be compelled to resort to one or more sales to a restricted group of purchasers who may be required to agree to acquire the Pledged
Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Debtor agrees that sales
so made may be at prices and on terms less favorable than if the Pledged Securities were sold to the public, and that the Secured Party
has no obligation to delay the sale of any Pledged Securities for the period of time necessary to register the Pledged Securities for
sale to the public under the Securities Laws. Each Debtor shall cooperate with the Secured Party in its attempt to satisfy any requirements
under the Securities Laws (including, without limitation, registration thereunder if requested by the Secured Parties) applicable to the
sale of the Pledged Securities by the Secured Party.


 


11.        Costs
and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing
required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases
and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The Debtors shall
also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice, imperil or otherwise affect
the Collateral or the Security Interest therein. The Debtors will also, upon demand, pay to the Secured Party the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party
may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under
the Notes, the other Transaction Documents and the other documents entered into in connection therewith. Until so paid, any fees payable
hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default Rate.


 


12.        Responsibility
for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall
in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability
for any reason. Without limiting the generality of the foregoing, (a) no Secured Party (i) has any duty (either before or after an Event
of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any
obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable under each
contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. No Secured Party shall have any
obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by any Secured
Party of any payment relating to any of the Collateral, nor shall the any Secured Party be obligated in any manner to perform any of the
obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any
payment received by any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any
such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any
amounts which may have been assigned to any Secured Party may be entitled at any time or times.


 


 






    	 	12	 



     


    

 


13.        Security
Interest Absolute. All rights of the Secured Party and all obligations of the Debtors hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered into in connection with
the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes or any other
agreement entered into in connection with the foregoing; (c) any exchange, release or non-perfection of any of the Collateral, or any
release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all
or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance
claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any
legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the
Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred
for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment,
protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any
Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction
to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be
deemed to be otherwise due to any party other than the Secured Party, then, in any such event, each Debtor’s obligations hereunder
shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation
of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each
Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Collateral which the
Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason
of the application of the statute of limitations to any obligation secured hereby.


 


14.        Term
of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under the Notes have been
indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the Debtors
contained in this Agreement shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.


 


15.              
Power of Attorney; Further Assurances.


 


(a)               
Each Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party and its respective officers,
agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in
the name of the various Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i)
endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any
policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any financing
statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge
taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand,
collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property
or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Secured Party, and at the expense of
the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things
which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein
in order to effect the intent of this Agreement and the Notes and the other Transaction Documents all as fully and effectually as the
Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof.
This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any
of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision
in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without
limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is
specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks,
copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.


 


 






    	 	13	 



     


    

 


(b)               
On a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing
and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached hereto,
all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured
Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for
assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the Collateral under the
UCC.


 


(c)               
Each Debtor hereby irrevocably appoints the Secured Party as such Debtor’s attorney-in-fact, with full authority in the place and
instead of such Debtor and in the name of such Debtor, from time to time in the Secured Party’s discretion, to take any action and
to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including
the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the
Collateral without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral
as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the
Secured Party. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter
as long as any of the Obligations shall be outstanding.


 


16.              
Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase
Agreement (as such term is defined in the Note).


 


17.              
Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the
guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right,
in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying
or affecting any of the Secured Party’s rights and remedies hereunder.


 


18.              
RESERVED.


 


 


19.              
Miscellaneous.


 


(a)               
No course of dealing between the Debtors and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part
of the Secured Party, any right, power or privilege hereunder or under the Notes shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.


 


(b)               
All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Note or by any
other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 


(c)               
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede
all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement, no provision
of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement and signed by the
Debtor and the Majority Purchasers (as defined in the Notes).


 


(d)               
In the event any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, unless
such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such invalid, prohibited
or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the
foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as
to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating the
remaining portion of such provision or the other provisions of this Agreement and without affecting the validity or enforceability of
such provision or the other provisions of this Agreement in any other jurisdiction.


 


 






    	 	14	 



     


    

 


(e)               
No waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the party
giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or similar
nature or otherwise.


 


(f)                
This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.


 


(g)               
Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to
carry out the provisions and purposes of this Agreement.


 


(h)               
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
Each Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this
Agreement and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,
members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough
of Manhattan. Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby. If any party shall commence a proceeding to enforce any provisions of this Agreement, then the
prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such proceeding.


 


(i)                
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. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were the original thereof.


 


(j)                
All Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Party hereunder.


 


(k)               
Each Debtor shall indemnify, reimburse and hold harmless the Secured Party and their respective partners, members, shareholders, officers,
directors, employees and agents


 


(collectively, “Indemnitees”)
from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including
fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee
in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities,
damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined
by a final, non-appealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in
limitation of, any other indemnification provision in the Notes, the Purchase Agreement (as such term is defined in the Notes) or any
other agreement, instrument or other document executed or delivered in connection herewith or therewith.


 


(l)                
Nothing in this Agreement shall be construed to subject any Secured Party to liability as a partner in any Debtor or any if its direct
or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that is a limited
liability company, nor any Secured Party be deemed to have assumed any obligations under any partnership agreement or limited liability
company agreement, as applicable, of any such Debtor or any if its direct or indirect subsidiaries or otherwise, unless and until any
such Secured Party exercises its right to be substituted for such Debtor as a partner or member, as applicable, pursuant hereto.


 


(m)             
To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval
or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance with
any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive any such noncompliance
with the terms of said documents.


 


[SIGNATURE PAGES FOLLOW]


 






    	 	15	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Security Agreement to be duly executed on the day and year first above written.


 


 


Gaming Technologies, Inc.


 


 


By:_________________________________


Name: Jason Drummond


Title: Chief Executive Officer


 


 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 


 


 



    	 	16	 



     


    




 





[SIGNATURE PAGE OF HOLDER]


 


Name of Investing Entity: __________________________


Signature of Authorized Signatory of Investing entity: _________________________


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


 






    	 	17	 



     


    

 


 


SCHEDULE A


 


LOCATION OF COLLATERAL


 


 


 


Principal Places of Business of Debtors:


 


Two Summerlin


Las Vegas, NV 89135, USA


 






    	 	18	 



     


    

 


 


SCHEDULE B


 


EXISTING LIENS ON COLLATERAL


 


None


 


 


 


 


 



    	 	19	 



     


    

 


 


SCHEDULE C


 


JURISDICTIONS IN WHICH DEBTOR LOCATED


 


 


Delaware


Nevada


 


 


 


 


 


 



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SCHEDULE D


 


ORGANIZATIONAL IDENTIFICATION NUMBERS


 


	Gaming Technologies, Inc.	 Delaware 	7527556




 


 


 



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SCHEDULE E


 


NAMES; MERGERS AND ACQUISITIONS


 


Trade Names 


 


Gametech


 


 


Prior Names


 


Dito, Inc.


 


 


 


 


 


 


 






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SCHEDULE F


 


INTELLECTUAL PROPERTY


 


 


Patents


 


None


 


 


Patent Applications


 


None


 


 


Trademarks


 


None 



 


 


Trademark Applications


 


None


 


 


Registered Copyrights


 


None


 


 


Domain Names 


 


None


 


 


 









    	 	23	 



     


    

 




SCHEDULE G


 


ACCOUNT DEBTORS


 


 


None


 


 


 


 


 


 






    	 	24	 



     


    

 


 


SCHEDULE H


 


PLEDGED SECURITIES


 


 


979,733 ordinary shares of £0.01 in Gaming
Technologies Limited


 


 


 


 


 






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ANNEX A to


 


SECURITY


AGREEMENT


 


FORM OF ADDITIONAL DEBTOR JOINDER


 


Security Agreement dated as of November 18, 2021 made by Gaming
Technologies, Inc. (“Gaming Technologies”), Gaming Technologies UK and Gaming Technologies’ party thereto from time
to time, as Debtors to and in favor of the Secured Parties identified therein (the “Security Agreement”)


 


Reference is made to the Security
Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms
in, or by reference in, the Security Agreement.


 


The undersigned hereby agrees
that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned shall (a) be an Additional
Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security Agreement as fully and
to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties
set forth therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY
AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.


 


Attached hereto are supplemental
and/or replacement Schedules to the Security Agreement, as applicable.


 


An executed copy of this Joinder
shall be delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth herein on or after the date hereof.
This Joinder shall not be modified, amended or terminated without the prior written consent of the Additional Debtor and the Secured Parties.


 


 


 


 






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IN WITNESS WHEREOF, the undersigned has caused
this Joinder to be executed in the name and on behalf of the undersigned.


 


[Name of Additional Debtor]


 


By:


 


Name: 


Title:


 


Address:


 


 


 


 


 


 


Dated:


 


 


 


 



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ANNEX B


to


SECURITY


AGREEMENT


 


THE AGENT


 


               
1. Appointment. The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective
meanings provided in the Security Agreement to which this Annex B is attached (the "Agreement")), by their acceptance
of the benefits of the Agreement, hereby designate Puritan Partners, LLC (“Puritan” or “Agent”)
as the Agent to act as specified herein and in the Agreement. Each Secured Party shall be deemed irrevocably to authorize the Agent to
take such action on its behalf under the provisions of the Agreement and any other Transaction Document (as such term is defined in the
Purchase Agreement) and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or
required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent may perform
any of its duties hereunder by or through its agents or employees.


 


               
2. Nature of Duties. The Agent shall have no duties or responsibilities except those expressly set forth in the
Agreement. Neither the Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable
for any action taken or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible
for the consequence of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence
or willful misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties
of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of the Agreement or any other Transaction
Document a fiduciary relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction
Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of the
Agreement or any other Transaction Document except as expressly set forth herein and therein.


 


               
3. Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Secured Party, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Company
and its subsidiaries in connection with such Secured Party’s investment in the Debtors, the creation and continuance of the Obligations,
the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii)
its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and
the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit,
market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time
or times thereafter. The Agent shall not be responsible to the Debtors or any Secured Party for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other writing delivered in connection herewith, or for the execution,
effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of the Agreement or any other
Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any
inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction
Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence of
any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.


 


 






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4. Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Collateral, on behalf
of all of the Secured Parties. To the extent practical, the Agent shall request instructions from the Secured Parties with respect to
any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be
entitled to act or refrain from acting in accordance with the instructions of a Majority in Interest; if such instructions are not provided
despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action
is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and
the Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured
Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder
in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge
the authority of, or the instructions given to, the Agent pursuant to the foregoing and (b) the Agent shall not be required to take any
action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement,
the Transaction Documents or applicable law.


 


               
5. Reliance. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message
signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to the Agreement and the other
Transaction Documents and its duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement
and the other Transaction Documents and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding,
the Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors or
is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully
created, perfected, or enforced or are entitled to any particular priority.


 


               
6. Indemnification. To the extent that the Agent is not reimbursed and indemnified by the Debtors, the Secured
Parties will jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal
amounts of Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing
its duties hereunder or under the Agreement or any other Transaction Document, or in any way relating to or arising out of the Agreement
or any other Transaction Document except for those determined by a final judgment (not subject to further appeal) of a court of competent
jurisdiction to have resulted solely from the Agent's own gross negligence or willful misconduct. Prior to taking any action hereunder
as Agent, the Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect
the Agent for costs and expenses associated with taking such action.


 


               
7.  Resignation by the Agent.  


 


(a) The Agent may resign from the performance of all its functions
and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in
the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent
pursuant to clauses (b) and (c) below.


 


(b) Upon any such notice of resignation, the Secured Parties,
acting by a Majority in Interest, shall appoint a successor Agent hereunder.


 


 






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(c) If a successor Agent shall not have been so appointed within said
30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties
appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may
petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for the appointment
of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses
associated therewith, shall be payable by the Debtors on demand.


 


               
8. Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Agent (i) that
it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant
to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any
of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach
of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this
Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring
Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal
hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent.


 


 


 


 






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