Exhibit
10.3


 


SECURITY
AGREEMENT


 


This
SECURITY AGREEMENT, dated as of June 1, 2021 (this “Agreement”), is among LifeMD, Inc., a corporation incorporated
under the laws of the State of Delaware (the “Company” and the “Debtor”) and the holders of the
Company’s Senior Secured Redeemable Debentures due June 1, 2024, in the original aggregate principal amount of $15,000,000.00 (collectively,
the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured
Parties”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Purchase Agreement (as defined in the Debentures), the Secured Parties have severally agreed to extend the loans to the
Company evidenced by the Debentures; and


 


WHEREAS,
in order to induce the Secured Parties to extend the loans evidenced by the Debentures, the Debtor has agreed to execute and deliver
to the Secured Parties this Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through the
Agent (as defined in Section 17 hereof), a security interest in the property of the Debtor to secure the prompt payment, performance
and discharge in full of all of the Company’s obligations under the Debentures.


 


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.


 


(a)
“Collateral” means the collateral in which the Secured Parties are 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:


 


(i)
All goods, including, without limitation, (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 and useful in connection with the
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, licenses, distribution and other agreements, computer
software (whether “off-the-shelf”, licensed from any third party or developed by the Debtor), computer software development
rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, 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;


 


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


 


(vii)
All investment property;


 


(viii)
All supporting obligations; and


 


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


 


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


 


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.


 




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(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)
“Majority in Interest” means, at any time of determination, the majority in interest (based on then-outstanding principal
amounts of Debentures at the time of such determination) of the Secured Parties.


 


(d)
“Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or
several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Debtor to the Secured
Parties, including, without limitation, all obligations under this Agreement, the Debentures 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 any of
the Secured Parties 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 Debentures 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 Debentures, 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
the Debtor.


 




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(e)
“Organizational Documents” means with respect to the Debtor, the documents by which the 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
the Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).


 


(f)
“Permitted Liens” means (i) statutory liens of landlords and liens of carriers, warehousemen, bailees, mechanics,
materialmen and other like liens imposed by law, created in the ordinary course of business and securing amounts not yet due (or which
are being contested in good faith, by appropriate proceedings or other appropriate actions which are sufficient to prevent imminent foreclosure
of such liens), and with respect to which adequate reserves or other appropriate provisions are being maintained by Debtor in accordance
with generally accepted accounting principles (“GAAP”), (ii) deposits made (and the liens thereon) in the ordinary course
of business of Debtor (including, without limitation, security deposits for leases, indemnity bonds, surety bonds and appeal bonds) in
connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance
of tenders, bids, contracts (other than for the repayment or guarantee of borrowed money or purchase money obligations), statutory obligations
and other similar obligations arising as a result of progress payments under government contracts, (iii) liens for taxes not yet due
and payable or which are being contested in good faith and with respect to which adequate reserves are being maintained by Debtor in
accordance with GAAP, (iv) purchase money liens relating to the acquisition of equipment, machinery or other goods of Debtor approved
in writing by the Secured Party (which approval shall not be unreasonably withheld, conditioned or delayed), (v) liens in favor of the
Secured Parties hereunder, and (vi) liens in respect of indebtedness of the Debtor existing as of the date hereof to the extent disclosed
to the Secured Parties prior to the date hereof.


 


(g)
“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 Security Interest in Collateral. As an inducement for the Secured Parties to extend the loans as evidenced by the Debentures
and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the
Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a security interest in and to,
a lien upon and a right of set-off against all of its right, title and interest of whatsoever kind and nature in and to, the Collateral
(a “Security Interest” and, collectively, the “Security Interests”).


 




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3.
Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, the Debtor shall deliver or cause
to be delivered to the Agent any and all certificates and other instruments or documents representing any of the other Collateral.


 


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


 


(a)
The Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder.
The execution, delivery and performance by the Debtor of this Agreement and the filings contemplated therein have been duly authorized
by all necessary action on the part of the Debtor and no further action is required by the Debtor. This Agreement has been duly executed
by the Debtor. This Agreement constitutes the legal, valid and binding obligation of the Debtor, enforceable against the 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.


 


(b)
The Debtor has no place of business or offices where its 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, the 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 for Permitted Liens. Except as disclosed on Schedule
A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.


 


(c)
Except for Permitted Liens and except as set forth on Schedule B attached hereto, the Debtor is the sole owner of the Collateral
(except for non-exclusive licenses granted by the Debtor in the ordinary course of business), free and clear of any liens, security interests,
encumbrances, rights or claims, and are fully authorized to grant the Security Interests. Except as set forth on Schedule C attached
hereto, 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
Parties pursuant to this Agreement) covering or affecting any of the Collateral. Except as set forth on Schedule C attached hereto
and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly
permit to be on file in any such office or agency any other financing statement or other document or instrument (except to the extent
filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement).


 




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(d)
No written claim has been received that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party.
There has been no adverse decision to the Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any
jurisdiction or to the 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 the Debtor, threatened before any court, judicial body, administrative or
regulatory agency, arbitrator or other governmental authority.


 


(e)
The 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 Parties at least 10 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 Interests
to create in favor of the Secured Parties a valid, perfected and continuing perfected lien in the Collateral.


 


(f)
This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, subject only to Permitted Liens 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 UCC financing statements shall have been duly perfected.
Except for the filing of the UCC financing statements referred to in the immediately following paragraph, the recordation of the Intellectual
Property Security Agreement (as defined in Section 4(n) hereof) with respect to copyrights and copyright applications in the United States
Copyright Office, the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2)
of the UCC with respect to each deposit account of the Debtor, and the delivery of the certificates and other instruments provided in
Section 3, 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, the recordation of said Intellectual Property Security Agreement,
and the execution and delivery of said deposit account control agreements, 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 Agent and the Secured Parties hereunder.


 


(g)
The Debtor hereby authorizes the Agent to file one or more “all assets” financing statements under the UCC, with respect
to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it.


 




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(h)
The execution, delivery and performance of this Agreement by the Debtor does not (i) violate any of the provisions of any Organizational
Documents of the Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law,
rule or regulation applicable to the Debtor or (ii) except as set forth on Schedule B, 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 the Debtor’s debt or otherwise) or other understanding to which the Debtor is a party or by which any property or asset
of the Debtor is bound or affected. If any, all required consents (including, without limitation, from stockholders or creditors of the
Debtor) necessary for the Debtor to enter into and perform its obligations hereunder have been obtained.


 


(i)
Except for Permitted Liens (as defined in the Purchase Agreement), the Debtor shall at all times maintain the liens and Security Interests
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 13 hereof. The Debtor hereby agrees
to defend the same against the claims of any and all persons and entities. The Debtor shall safeguard and protect all Collateral for
the account of the Secured Parties. At the request of the Agent, the Debtor will sign and deliver to the Agent on behalf of the Secured
Parties at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the
Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Agent to be, necessary or
desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall
pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and the Debtor shall
obtain and furnish to the Agent 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 Security Interests hereunder.


 


(j)
Except as set forth on Schedule B, the Debtor will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose
of any of the Collateral (except for non-exclusive licenses granted by the Debtor in its ordinary course of business and sales of inventory
by the Debtor in its ordinary course of business) without the prior written consent of a Majority in Interest.


 


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


 


(l)
The Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral
hereafter acquired, 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. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional
insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.


 




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(m)
The Debtor shall, within five (5) days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail, of
any material adverse 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 Parties’ security interest, through the Agent, therein.


 


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


 


(o)
The Debtor shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and upon
reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent from
time to time.


 


(p)
The 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.


 


(q)
The Debtor shall promptly notify the Secured Parties 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 the Debtor that may materially affect the
value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.


 


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


 


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


 


(t)
The Debtor will not 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, the Debtor provides any financing statements
or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 




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(u)
Except in the ordinary course of business, the Debtor may not 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 the Agent which shall not be unreasonably
withheld.


 


(v)
The Debtor may not relocate its chief executive office to a new location without providing 30 days prior written notification thereof
to the Secured Parties and so long as, at the time of such written notification, the Debtor provides any financing statements or fixture
filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(w)
The Debtor was organized and remains organized solely under the laws of the state set forth next to the Debtor’s name in Schedule
D attached hereto, which Schedule D sets forth the Debtor’s organizational identification number or, if the Debtor does
not have one, states that one does not exist.


 


(x)
(i) The actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor does not have any trade
names except as set forth on Schedule E attached hereto; (iii) the Debtor has not 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 the Debtor or been
acquired by the Debtor within the past five years except as set forth on Schedule E.


 


(y)
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 Debtor shall deliver such Collateral to the
Agent.


 


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


 


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


 




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(bb)
To the extent that any Collateral is in the possession of any third party, the Debtor shall join with the Agent in notifying such third
party of the Secured Parties’ 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 Agent.


 


(cc)
If the Debtor shall at any time hold or acquire a commercial tort claim, the Debtor shall promptly notify the Secured Parties in a writing
signed by the Debtor of the particulars thereof and grant to the Secured Parties 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 Agent.


 


(dd)
The Debtor shall immediately provide written notice to the Secured Parties 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 Interests in such
accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and cooperate with the
Agent in taking any other steps required, in its 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 Interests in such accounts and proceeds thereof.


 


(ee)
Without limiting the generality of the other obligations of the Debtor hereunder, the 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 Agent notice whenever it acquires (whether absolutely or by license) or creates
any additional material Intellectual Property.


 


(ff)
The Debtor will from time to time, at the expense of the Debtor, 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 Agent may reasonably request, in order to perfect and protect
any security interest granted or purported to be granted hereby or to enable the Secured Parties 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.


 


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


 


(hh)
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.


 




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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 Agent’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 the Debtor is subject or to which the 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 Debentures) under the Debentures;


 


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


 


(c)
The failure by the Debtor to observe or perform any of its obligations hereunder for five (5) Business Days unless such default is capable
of cure but cannot be cured within such time frame and the 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 the Debtor, or a proceeding shall be commenced by the Debtor, or by any governmental authority having jurisdiction
over the Debtor, seeking to establish the invalidity or unenforceability thereof, or the Debtor shall deny that the Debtor has any liability
or obligation purported to be created under this Agreement.


 


7.
Duty To Hold In Trust.


 


Upon
the occurrence of any Event of Default and at any time thereafter, the Debtor shall, upon receipt of any revenue, income, dividend, interest
or other sums subject to the Security Interests, whether payable pursuant to the Debentures 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 Parties and
shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties, pro-rata in proportion to their respective
then-currently outstanding principal amount of Debentures for application to the satisfaction of the Obligations (and if any Debenture
is not outstanding, pro-rata in proportion to the initial purchases of the remaining Debentures).


 




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8.
Rights and Remedies Upon Default.


 


(a)
Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties, acting through the Agent, shall have the
right to exercise all of the remedies conferred hereunder and under the Debentures, and the Secured Parties shall have all the rights
and remedies of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Parties, shall have the
following rights and powers:


 


(i)
The Agent 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 the Debtor shall assemble
the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at the Debtor’s premises
or elsewhere, and make available to the Agent, without rent, all of the Debtor’s respective premises and facilities for the purpose
of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form.


 


(ii)
Upon notice to the Debtor by Agent, all rights of the Debtor to exercise the voting and other consensual rights which it would otherwise
be entitled to exercise and all rights of the Debtor to receive the dividends and interest which it would otherwise be authorized to
receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Parties, any
interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion
all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation)
to exercise all rights with respect to the Collateral as it were the sole and absolute owner 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 the Debtor or any of its direct or indirect subsidiaries.


 


(iii)
The Agent 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 Agent 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 the Debtor or right of redemption of the Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment
or other transfer of Collateral, the Agent, for the benefit of the Secured Parties, 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 the Debtor, which are hereby waived and released.


 


(iv)
The Agent 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 Agent, on behalf of the Secured Parties, and to enforce the Debtor’s rights against such account
debtors and obligors.


 




    	12



     


    

 


(v)
The Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other person
or entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties, or its designee.


 


(vi)
The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of the 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 Agent shall 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 Agent may sell the Collateral without giving any
warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtor will only be
credited with payments actually made by the purchaser. In addition, the Debtor waives any and all rights that it may have to a judicial
hearing in advance of the enforcement of any of the Agent’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 Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement
or applicable law, the Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable, nonexclusive
license (exercisable without payment of royalty or other compensation to the Debtor) to use, license or sublicense following an Event
of Default, any Intellectual Property now owned or hereafter acquired by the 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.


 


9.
Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments
made on account of any insurance policy insuring any portion of the Collateral 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 Agent in enforcing the
Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction
of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Debentures at the time of any such
determination), and to the payment of any other amounts required by applicable law, after which the Secured Parties 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 Parties are legally entitled, the Debtor will be liable for the deficiency, together with interest
thereon, at the rate of 15% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the
reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law,
the Debtor waives all claims, damages and demands against the Secured Parties 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 Parties as determined by a final
judgment (not subject to further appeal) of a court of competent jurisdiction.


 




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10.
Costs and Expenses. The 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 Agent. The Debtor shall
also pay all other claims and charges which in the reasonable opinion of the Agent is reasonably likely to prejudice, imperil or otherwise
affect the Collateral or the Security Interests therein. The Debtor will also, upon demand, pay to the Agent 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 Agent, for the
benefit of the Secured Parties, may incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection
or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement
and pay to the Agent 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 Agent, for the benefit of the Secured Parties, and the Secured Parties 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 Parties under the Debentures. Until so
paid, any fees payable hereunder shall be added to the principal amount of the Debentures and shall bear interest at the Default Rate.


 


11.
Responsibility for Collateral. The Debtor assumes 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) neither the Agent nor any 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) the Debtor shall
remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by the Debtor thereunder.
Neither the Agent nor any 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 the Agent or any Secured Party of any payment relating to any of the Collateral, nor shall the
Agent or any Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract
or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or 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 the Agent
or to which the Agent or any Secured Party may be entitled at any time or times.


 




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12.
Security Interests Absolute. All rights of the Secured Parties and all obligations of the Debtor hereunder, shall be absolute
and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures 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 Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any
of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee,
or any other security, for all or any of the Obligations; (d) any action by the Secured Parties 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 the Debtor, or a discharge of all or any part of the Security
Interests 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.
The 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 Parties 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 Parties, then, in any such event,
the 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. The Debtor waives all right to require the Secured Parties 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.
The Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.


 


13.
Term of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Debentures
have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of
the Debtor contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and in full
force and effect regardless of the termination of this Agreement.


 




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14.
Power of Attorney; Further Assurances.


 


(a)
The Debtor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents, successors or assigns
with full power of substitution, as the Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent or the
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 Agent; (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 Agent, and at the expense of the Debtor, 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 Agent deems necessary to protect, preserve
and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Debentures
all as fully and effectually as the Debtor might or could do; and the 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 the Debtor is
subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance
of an Event of Default, each 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.


 


(b)
On a continuing basis, the 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 Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement,
or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under the
UCC.


 


(c)
The Debtor hereby irrevocably appoints the Agent as the Debtor’s attorney-in-fact, with full authority in the place and instead
of the Debtor and in the name of the Debtor, from time to time in the Agent’s discretion, to take any action and to execute any
instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, pertaining to 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 the 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 Agent. 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.


 




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15.
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 Debentures).


 


16.
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 Agent 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 Parties’ rights and remedies hereunder.


 


17.
Appointment of Agent. The Secured Parties hereby appoint [ ], a Delaware limited liability company, to act as their agent (“Agent”)
for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment shall continue until revoked
in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent. The Agent shall have the rights,
responsibilities and immunities set forth in Annex B hereto.


 


18.
Miscellaneous.


 


(a)
No course of dealing between the Debtor and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the part
of the Secured Parties, any right, power or privilege hereunder or under the Debentures 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 Parties with respect to the Collateral, whether established hereby or by the Debentures
or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 


(c)
This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the
parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement may be
waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtor and the Secured
Parties holding 67% or more of the principal amount of Debentures then outstanding, or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought.


 


(d)
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 




    	17



     


    

 


(e)
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


(f)
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company
may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured Party (other than
by merger). Any Secured Party may assign any or all of its rights under this Agreement to any Person (as defined in the Purchase Agreement)
to whom such Secured Party assigns or transfers any Obligations, provided such transferee agrees in writing to be bound, with respect
to the transferred Obligations, by the provisions of this Agreement that apply to the “Secured Parties.”


 


(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)
Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, 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. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, the Debtor agrees that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and the Debentures (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. Except to the extent mandatorily governed by the
jurisdiction or situs where the Collateral is located, the 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.


 




    	18



     


    

 


(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)
The Debtor shall indemnify, reimburse and hold harmless the Agent and the Secured Parties and their respective partners, members, shareholders,
officers, directors, employees and agents (and any other persons with other titles that have similar functions) (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, nonappealable 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 Debentures, the Purchase Agreement (as such term is defined in the Debentures)
or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.


 


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


 


(l)
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 the Debtor or any direct or indirect subsidiary of the Debtor or compliance
with any provisions of any of the Organizational Documents, the Debtor hereby grants such consent and approval and waive any such noncompliance
with the terms of said documents.


 


[SIGNATURE
PAGES FOLLOW]


 




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


 


LIFEMD,
Inc.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	20



     


    

 


	 	AGENT:
	 	 	 
	 	[                        ]
	 	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Notice
    Address:


 




    	21



     


    

 


[SIGNATURE
PAGE OF SECURED PARTIES TO THE SECURITY AGREEMENT]


 


Name
of Investing Entity: [                    ]


Signature
of Authorized Signatory of Investing entity: _________________________


Name
of Authorized Signatory: _________________________


Title
of Authorized Signatory: __________________________


Notice
Address: ____________________________________________


Email:
_____________________________________________________


 






    	1



     


    

 


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 [                ], a Delaware limited liability company (the “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 the 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 Debtor, 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 Debtor 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, collectibility, priority or sufficiency of the Agreement or any other
Transaction Document, or for the financial condition of the Debtor 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 Debtor, 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 Debentures or any of the other Transaction Documents.


 




    	 



     


    

 


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 Debtor 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 Debtor 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 Debtor, the Secured Parties will
jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Debentures,
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 Debtor 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.


 


(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 Debtor
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 Debtor 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.