Exhibit
10.19


 


SECURITY
AGREEMENT


 


This
SECURITY AGREEMENT, dated as of January 22, 2021 (this “Agreement”), is between Endexx Corporation,
a Florida corporation (the “Company”), and Apollo Management SPV LLC, a Florida limited liability company,
as the holder of the Company’s 12% Senior Secured Convertible Promissory Note(s), in the original aggregate principal amount
of $1,250,000.00, subject to increase through the issuance by the Company of additional senior secured convertible promissory
notes from time to time (collectively, the “Note(s)”) and its endorsees, transferees, and assigns (collectively,
the “Secured Party”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Secured Party has agreed to extend the loan(s) to the Company evidenced by the Note(s);


 


WHEREAS,
in order to induce the Secured Party to extend the loan(s) evidenced by the Note(s), the Company has agreed to execute and deliver
to the Secured Party this Agreement and to grant the Secured Party a security interest in certain property of the Company to secure
the prompt payment, performance and discharge in full of all of the Company’s obligations under the Note(s).


 


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 Party is granted a security interest by this Agreement
and which shall include the following personal property of the Company, 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 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 Company’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, membership 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 the Company), 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;


 


(ix)
All assets of and equity interests held by the Company;


 


(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.


 


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 each Guarantor, including, without limitation, the shares of
capital stock and the other equity 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 of any other direct or indirect
subsidiary of the Company 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 that may hereafter be received,
receivable or distributed in respect of, or exchanged for, any of the foregoing and all rights arising under or in connection
with the Pledged Securities, including, but not limited to, all dividends, interest and cash.


 


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)
“Liens” means a lien, charge, pledge, security interest, encumbrance, and right of first refusal, preemptive
right, or other restriction.


 


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


 


(e)
“Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment
duly executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request.


 


(f)
“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 Company to the
Secured Party, including, without limitation, all obligations under this Agreement, the Note(s), 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 Note(s) and the loan(s) extended pursuant thereto; (ii)
any and all other fees, indemnities, costs, obligations and liabilities of the Company from time to time under or in connection
with this Agreement, the Note(s), 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 Company.


 




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


 


(h)
“Permitted Liens” means the following:


 


(i)
Liens imposed by law for taxes that are not yet due or are being contested in good faith, which in each case, have been appropriately
reserved for;


 


(ii)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or
are being contested in good faith;


 


(iii)
pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations;


 


(iv)
deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(v)
Liens under this Agreement; and


 


(vi)
Any other Liens in favor of the Secured Party.


 


(i)
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


 


(j)
“Pledged Interests” means the ownership and other equity interests in partnerships and limited liability companies
(if any) included in the Collateral.


 


(k)
“Pledged Securities” shall have the meaning ascribed to such term in Section 4(i).


 


(l)
“UCC” means the Uniform Commercial Code of the State of Florida and or any other applicable law of any state
or states that have 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 Party to extend the loan(s) as evidenced by
the Note(s) and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the
Obligations, the Company hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a perfected,
first priority security interest in 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 (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 Company shall deliver
or cause to be delivered to the Agent (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 Company are, contemporaneously with the execution hereof, delivering to Agent,
or have previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities.
Each Guarantor has, pursuant to Section 8-103(c) of the UCC, elected in its Organizational Documents that the Pledged Interests
shall be treated as securities governed by Article 8 of the UCC.


 


4.
Representations, Warranties, Covenants, and Agreements of the Company. Except as set forth under the corresponding section
of the disclosure schedules delivered to the Secured Party concurrently herewith (the “Disclosure Schedules”),
which Disclosure Schedules shall be deemed a part hereof, the Company represents and warrants to, and covenants and agrees with,
the Secured Party as follows:


 


(a)
The Company 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 the Company of this
Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company and
no further action is required by the Company. This Agreement has been duly executed by the Company. This Agreement constitutes
the legal, valid, and binding obligation of the Company, enforceable against the Company 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 Company has 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, the Company 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 Liens as set
forth on Schedule A. 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 Company is the sole owner of the Collateral (except for non-exclusive
licenses granted by the Company 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 Party 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 Company 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 Party pursuant to the terms of this Agreement).


 




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


 


(e)
The Company 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 thirty (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 Interests to create in favor of the Secured Party a valid, perfected and continuing perfected
first priority lien in the Collateral.


 


(f)
This Agreement creates in favor of the Secured Party a valid first priority 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 shall
have been duly perfected. Except for (i) the filing of the Uniform Commercial Code financing statements referred to in the immediately
following paragraph, (ii) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof)
with respect to copyrights and copyright applications in the United States Copyright Office referred to in Section 4(mm), (iii)
the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to patents and
trademarks of the Company in the United States Patent and Trademark Office referred to in Section 4(oo), (iv) 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 Company, (v) if there is any investment property or deposit account included as Collateral that can be
perfected by “control” through an account control agreement, the execution and delivery of securities account control
agreements satisfying the requirements of 9-106 of the UCC with respect to each such investment property of the Company, and (vi)
the delivery of the certificates and other instruments provided in Section 3, Section 4(aa) and Section 4(cc), no action is necessary
to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except
for the foregoing, 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 (x) the execution, delivery, and performance of this Agreement,
(y) the creation or perfection of the Security Interests created hereunder in the Collateral or (z) the enforcement of the rights
of the Agent and the Secured Party hereunder.


 


(g)
The Company hereby authorizes the Agent to file one or more 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.


 


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


 




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(i)
The capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”)
represent all of the capital stock and other equity interests of the Guarantors, and represent 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,
and 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 and other Permitted Liens as set forth on Schedule
A hereto.


 


(j)
[Intentionally Omitted.]


 


(k)
The Company 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 Party until this Agreement and the Security Interest
hereunder shall be terminated pursuant to Section 14 hereof. The Company hereby agrees to defend the same against the claims of
any and all persons and entities. The Company shall safeguard and protect all Collateral for the account of the Secured Party.
At the request of the Agent, the Company will sign and deliver to the Agent on behalf of the Secured Party 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 Company shall pay all fees,
taxes, and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and the Company 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.


 


(l)
The Company will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except
for non-exclusive licenses granted by the Company in its ordinary course of business, sales of inventory by the Company in its
ordinary course of business and the replacement of worn-out or obsolete equipment by the Company in its ordinary course of business)
without the prior written consent of a Majority in Interest.


 


(m)
The Company 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.


 




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(n)
The Company 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. The Company shall cause each insurance policy issued in connection herewith to provide,
and the insurer issuing such policy to certify to the Agent, that (a) the Agent 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 Agent and such cancellation or change shall not be effective as to the Agent
for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase
coverage under the policy; and (c) the Agent 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(s)) exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments
in each instance will be applied by the applicable The Company 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 The Company; provided, however, that payments received by the
Company after an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences
shall be paid to the Agent on behalf of the Secured Party and, if received by the Company, shall be held in trust for the Secured
Party and immediately paid over to the Agent unless otherwise directed in writing by the Agent. 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.


 


(o)
The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party 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 Party’ security interest, through the Agent, therein.


 


(p)
The Company 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 to perfect, protect or enforce the Secured Party’ security
interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement
with respect to the Company’s Intellectual Property (“Intellectual Property Security Agreement”) in which
the Secured Party 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.


 


(q)
Upon reasonable prior notice (so long as no Event of Default has occurred or continuing, which in either such event, no prior
notice is required), the Company shall permit the Agent and its representatives and agents to inspect the Collateral during normal
business hours and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent from time
to time.


 


(r)
The Company 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)
The Company 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 the Company that may materially
affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.


 




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


 


(u)
The Company 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)
The Company 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 thirty
(30) days prior written notice to the Secured Party of such change and, at the time of such written notification, the Company
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)
Except in the ordinary course of business, the Company 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.


 


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


 


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


 


(z)
(i) The actual name of the Company is the name set forth in Schedule D attached hereto; (ii) the Company has no other trade
names except as set forth on Schedule E attached hereto; (iii) the Company has not used any name other than that stated
in the preamble hereto or as set forth on Schedule E for the preceding five (5) years; and (iv) no entity has merged into
the Company or been acquired by the Company within the past five years except as set forth on Schedule E.


 


(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 The Company shall deliver
such Collateral to the Agent.


 


(bb)
The Company, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the
Pledged Interests consistent with the terms of this Agreement without the further consent of the Company as contemplated by Section
8-106 (or any successor section) of the UCC. Further, the Company 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.


 




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(cc)
The Company 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 applicable The Company
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 The Company shall cause such an account control agreement, in form and substance
in each case satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Party.


 


(ee)
To the extent that any Collateral consists of letter-of-credit rights, the applicable The Company 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 The Company shall join with the Agent
in notifying such third party of the Secured Party’ 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.


 


(gg)
If the Company shall at any time hold or acquire a commercial tort claim, the Company shall promptly notify the Secured Party
in a writing signed by the Company 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 Agent.


 


(hh)
The Company 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 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.


 


(ii)
[Reserved.]


 


(jj)
The Company shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Note(s).


 


(kk)
The Company shall register the pledge of the applicable Pledged Securities on the books of the Company. The Company 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 Agent, the applicable The
Company shall deliver to Agent 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 Securities, which acknowledgement
shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by Agent during the
continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Securities into the name of
any designee of Agent, will take such steps as may be necessary to effect the transfer, and will comply with all other instructions
of Agent regarding such Pledged Securities without the further consent of the applicable The Company.


 




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(ll)
In the event that, upon an occurrence of an Event of Default, Agent 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,
the Company shall, to the extent applicable: (i) deliver to Agent 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 Company and their direct and indirect
subsidiaries (but not including any items subject to the attorney-client privilege related to this Agreement or any of the transactions
hereunder); (ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Company
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 Agent and allow the Transferee or Agent to continue the business of the Company and
their direct and indirect subsidiaries.


 


(mm)
Without limiting the generality of the other obligations of the Company hereunder, the Company 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.


 


(nn)
The Company will from time to time, at the joint and several expense of the Company, 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 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 Company as of the date hereof. Schedule F lists all material licenses
in favor of the Company for the use of any patents, trademarks, copyrights, and domain names as of the date hereof. All material
patents and trademarks of the Company have been duly recorded at the United States Patent and Trademark Office and all material
copyrights of the Company have been duly recorded at the United States Copyright Office.


 


(pp)
Except as set forth on Schedule G attached hereto, none of the Company 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.


 


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 by The Company 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 Company is subject
or to which the Company is party.


 




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


 


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


 


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


 


(c)
The failure by the Company to observe or perform any of its obligations hereunder for five (5) days after delivery to the Company
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 the Company 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 Company, or a proceeding shall be commenced by the Company, or by any governmental authority
having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof, or the Company shall deny
that the Company 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, the Company shall, upon receipt of any revenue, income,
dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Note(s) 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 Secured Party, pro-rata
in proportion to their respective then-currently outstanding principal amount of the Note(s) for application to the satisfaction
of the Obligations (and if the Note(s) is not outstanding, pro-rata in proportion to the initial purchases of the Note(s)).


 


(b)
If the Company 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 the Company 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), the Company 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 Agent on or before the close of business on the fifth (5th) business day following the receipt
thereof by the Company, in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the
terms of this Agreement as Collateral.


 




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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 Party, acting through the Agent, shall have
the right to exercise all of the remedies conferred hereunder and under the Note(s), and the Secured Party shall have all the
rights and remedies of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Party, 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 Company
shall assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at
the Company’s premises or elsewhere, and make available to the Agent, without rent, all of the Company’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 Company by Agent, all rights of the Company to exercise the voting and other consensual rights which it would
otherwise be entitled to exercise and all rights of the Company 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 Party, 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 Company or any of its direct or indirect subsidiaries.


 


(iii)
The Agent shall have the right to operate the business of the Company 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 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 Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or
other transfer of Collateral, the Agent, for the benefit of 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 the Company, which are hereby waived and released.


 


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


 


(v)
The Agent, for the benefit of the Secured Party, 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 Party, or its designee.


 




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(vi)
The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of the Company at the
United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party 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 Company will only be credited with payments actually made by the purchaser. In addition, the Company waives (except as shall
be required by applicable statute and cannot be waived) 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 Company hereby grants to the Agent, for the benefit of the Agent and the Secured Party, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other compensation to the Company) to use, license or sublicense
following an Event of Default, any Intellectual Property now owned or hereafter acquired by the Company, 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 Party’ 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 Party (based on then-outstanding principal
amounts of the Note(s) at the time of any such determination), and to the payment of any other amounts required by applicable
law, after which the Secured Party shall pay to the applicable The Company 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 Company will be liable for the deficiency, together with interest thereon, at the rate of 2% per month (24% 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, the Company 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. The Company recognizes that Agent 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. The Company 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 Agent 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. The Company shall cooperate with Agent in its attempt to satisfy any requirements under the
Securities Laws (including, without limitation, registration thereunder if requested by Agent) applicable to the sale of the Pledged
Securities by Agent.


 




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11.
Costs and Expenses. The Company 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 Company 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 Company 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 Party, 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 Party, and 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 Note(s). Until so paid, any fees payable hereunder shall be added to the principal amount
of the Note(s) and shall bear interest at the Default Rate.


 


12.
Responsibility for Collateral. The Company 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 and except as required by applicable
law, (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 Company shall remain obligated and liable under each contract or agreement
included in the Collateral to be observed or performed by the Company 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 Company 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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13.
Security Interests Absolute. All rights of the Secured Party and all obligations of the Company hereunder, shall be absolute
and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note(s) or any agreement
entered into in connection with the foregoing, or any portion hereof or thereof, against any other The Company; (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 Note(s) or any other agreement entered into in connection with
the foregoing; (c) any exchange, release or no 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 guarantee, 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 the Company, 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 Party shall continue even if the Obligations
are barred for any reason, including, without limitation, the running of the statute of limitations. The Company 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,
the Company’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 Company waives all right to require the Secured Party to proceed against
any other person or entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to
pursue any other remedy. The Company 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 Interests shall terminate on the date on which all payments under the
Note(s) have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all
indemnities of the Company 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.


 


15.
Power of Attorney; Further Assurances.


 


(a)
The Company 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 Company’s true and lawful attorney-in-fact, with power, in the name of
the Agent or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, 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 the Company,
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 Company, 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 Note(s) all as fully and effectually
as the Company might or could do; and the Company 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 Company is
subject or to which the Company 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.


 




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(b)
On a continuing basis, the Company 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 Company hereby irrevocably appoints the Agent as the Company’s attorney-in-fact, with full authority in the place and
instead of the Company and in the name of the Company, 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, 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 the Company 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.


 


16.
Notices. All notices, requests, demands, and other communications hereunder shall be subject to the notice provision of
the Note(s).


 


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 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 Party’ rights and remedies hereunder.


 


18.
Appointment of Agent. The Secured Party hereby appoints itself to act as their agent (the “Agent”) for
purposes of exercising any and all rights and remedies of the Secured Party 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, provided that the Agent
may not be removed as Agent unless it consents thereto. The Agent shall have the rights, responsibilities and immunities set forth
in Annex B hereto.


 


19.
Miscellaneous.


 


(a)
No course of dealing between the Company 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 Note(s) 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.


 




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(b)
All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Note(s)
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 Company and the Secured Party 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.


 


(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
and the Guarantors 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
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 Party.”


 


(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.


 




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(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 Florida, 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 Company agrees that all proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and the Note(s) (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 Miami-Dade County Florida. Except to the
extent mandatorily governed by the jurisdiction or situs where the Collateral is located, the Company hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting Miami Dade County Florida 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.


 


(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 company shall jointly and severally be liable for the obligations of the Company to the Secured Party hereunder.


 


(k)
The Company shall indemnify, reimburse and hold harmless the Agent and the Secured Party 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, 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 Note(s), 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 Agent or any Secured Party to liability as a partner in the Company or
any if its direct or indirect subsidiaries that is a partnership or as a member in the Company 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 Company 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 Company
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 the Company or any direct or indirect subsidiary of the Company
or compliance with any provisions of any of the Organizational Documents, the Company hereby represent that all such consents
and approvals have been obtained.


 


[SIGNATURE
PAGE OF THE COMPANY FOLLOWS]


 




    	19



    	 



    

 


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


 


	ENDEXX
    CORPORATION  	 
	 	 
	By:
    	                  	 
	Name:	 	 
	Title:	 	 


 


[SIGNATURE
PAGE OF SECURED PARTY FOLLOWS]


 




    	20



    	 



    

 


[SIGNATURE
PAGE OF SECURED PARTY TO SECURITY AGREEMENT]


 


Name
of Investing Entity: Apollo Management SPV LLC


 


Signature
of Authorized Signatory of Investing Entity: _________________________


 


Name
of Authorized Signatory: _________________________


 


Title
of Authorized Signatory: __________________________


 




    	21



    	 



    

 


DISCLOSURE
SCHEDULES


 


Security
Agreement


 


The
following are the Disclosure Schedules (the “Disclosure Schedules”) referred to in that certain Security Agreement,
dated as of January 22, 2021 (the “Agreement”), by and between Endexx Corporation, a Nevada corporation (the
“Company”), and Apollo Management SPV LLC, a Florida limited liability company, as the holder of the Company’s
12% Senior Secured Convertible Promissory Note(s), in the original aggregate principal amount of $1,250,000.00, subject to increase
through the issuance by the Company of additional senior secured convertible promissory notes from time to time (the “Note(s)”)
and its endorsees, transferees, and assigns (the “Secured Party”).


 


Schedule
A


Principal
Place of Business of the Company;


Locations
Where Collateral is Located or Stored;


Permitted
Liens


 


Schedule
B


Ownership
Interest to Collateral


 


Schedule
C


Filing
Jurisdictions


 


Schedule
D


Legal
Names and Organizational Identification Numbers


 


Schedule
E


Names;
Mergers and Acquisitions


 


Schedule
F


Intellectual
Property


 


Schedule
G


The
Company


 


Schedule
H


Pledged
Securities


 




    	22



    	 



    

 


ANNEX
B


to


SECURITY
AGREEMENT


THE
AGENT


 


1.
Appointment. The Secured Party (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 _______________ (the “Agent”) as the Agent to act as specified
herein and in the Agreement. The Secured Party shall be deemed irrevocably to authorize the Agent to take such action on its behalf
under the provisions of the Agreement and the Note(s) 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 Company 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 Company, 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 Company
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 Company 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 Company, 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 Note(s)s 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 Party. To the extent practical, the Agent shall request instructions from the Secured Party 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 Party 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 Company 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 facsimile, 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 Company 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 Company, the Secured Party
will jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal
amounts of Note(s)s, 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 thirty (30) days’ prior written notice (as provided in the Agreement) to the Company and the Secured
Party. 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 Party, 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 Party 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 Company and the Secured Party 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 Company
on demand.


 


8.
Rights with respect to Collateral. Each Secured Party agrees with all other Secured Party 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 Party 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.