Exhibit 10.2


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT
(this “Agreement”) is made on May 10, 2017, between LAKELAND INDUSTRIES, INC., a Delaware corporation
(“Borrower”) and SUNTRUST BANK, a Georgia banking corporation (together with its successors or
assigns, “Lender”).


 


Recitals:


 


Lender and Borrower
are parties to a certain Loan Agreement dated of even date herewith (as at any time amended, restated, supplemented or otherwise
modified, the “Loan Agreement”), pursuant to which Lender has made, or may from time to time hereafter make,
loans and other financial accommodations available to Borrower. A condition to the provision of financing by Lender to Borrower
under the Loan Agreement is Borrower’s execution of this Agreement.


 


NOW, THEREFORE, for
Ten Dollars ($10.00) and other valuable consideration, receipt whereof is hereby acknowledged, Lender and Borrower hereby agree
as follows:


 


1.           Definitions;
Rules of Construction. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed
to such terms in the Loan Agreement or, if not otherwise defined in the Loan Agreement, the UCC to the extent the same are used
or defined therein. The word “including” shall mean “including, without limitation,” and the words “herein,”
“hereof,” and “hereunder” shall have reference to this Agreement taken as a whole and not to any particular
provision hereof.


 


2.           Grant
of Security Interest. To secure the prompt payment and performance of all of the Obligations, Borrower hereby grants to
Lender a continuing security interest in and Lien upon all personal property of Borrower, including all of Borrower’s right,
title and interest in and to the following property, whether now owned or existing or hereafter created, acquired or arising and
wheresoever located: all Accounts; all Goods (including all Inventory and Equipment (including Fixtures)); all Instruments; all
Chattel Paper (including Electronic Chattel Paper); all Documents; all General Intangibles (including Payment Intangibles and Software);
all Deposit Accounts; all Investment Property (including all Securities and Securities Accounts but excluding any Securities that
constitute Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) unless otherwise expressly
provided in a Security Document and, in the case of Securities of a Foreign Subsidiary, limited to 65% of such Securities); all
Letter-of-Credit Rights; all Commercial Tort Claims (including Commercial Tort Claims, if any, listed in the Information Certificate);
all monies now or at any time or times hereafter in the possession or under the control of Lender; all accessions to, substitutions
for and all replacements, products and cash and non-cash proceeds of any of the foregoing, including proceeds of and unearned premiums
with respect to insurance policies insuring any of the Collateral and claims against any Person for loss of, damage to or destruction
of any of the Collateral; and all of Borrower’s Books. Borrower represents that the foregoing security interest is a first
priority security interest in Borrower’s Collateral and that there shall be no other Liens on the Collateral except in each
case for the Permitted Liens and third party liens on Inventory that is not Eligible Inventory solely on account of a lien waiver/subordination
not being received from the consignee/warehouseman in possession thereof.


 




     


     


    

 


Notwithstanding anything
contained in this Agreement to the contrary, Lender shall not have a security interest in voting Equity Interests of any controlled
foreign corporation (as that term is defined in the Internal Revenue Code (a “CFC”)), solely to the extent that (a)
such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (b) pledging or hypothecating
more than 65% of the total outstanding voting Equity Interests of such CFC would result in material adverse tax consequences; provided,
that, the foregoing exclusion shall in no way be construed to limit, impair, or otherwise affect any of Lender’s continuing
security interests in and liens upon any rights or interests of Borrower in or to (i) monies due or to become due under or in connection
with any described contract, lease, permit, license, license agreement, or Equity Interest (including any Accounts or Equity Interests),
or (ii) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license
agreement, or Equity Interest).


 


3.           Setoff.
All sums at any time standing to Borrower’s credit on Lender’s books and all of Borrower’s property at any time
in Lender’s possession, or upon or in which Lender has a Lien shall be security for the Obligations. In addition to and not
in limitation of the above, with respect to any deposits of property of Borrower in Lender’s possession or control, now or
in the future, to the extent consistent with the terms of the Loan Agreement, Lender shall have the right to setoff all or any
portion thereof, at any time, against any Obligations, even though unmatured, without prior notice or demand to Borrower.


 


4.           Location
of Collateral. All tangible items of Collateral, other than Inventory in transit and Inventory located outside the United
States for processing and fabrication, shall at all times be kept at one or more of the business locations of Borrower or other
third party locations set forth in the Information Certificate and shall not be moved therefrom, without the prior written approval
of Lender, not to be unreasonably withheld, except that, in the absence of an Event of Default and acceleration of the maturity
of the Obligations in consequence thereof, Borrower may (i) make sales or other dispositions of any Collateral to the extent
not prohibited by the Loan Agreement and (ii) move Inventory or Equipment or any record relating to any Collateral to a location
in the United States other than those shown on the Information Certificate so long as Borrower has given Lender at least 30 days
prior written notice of such new location, provided that Borrower shall not maintain any Collateral having a value in excess of
$50,000 at any location unless (i) Borrower is the owner of such location, (ii) Borrower has obtained a Lien Waiver from the owner
and each other Person in possession or control of any Collateral at such location (or Lender has expressly waived the requirement
for the delivery of a Lien Waiver with respect to such location), or (iii) the Collateral consists of Inventory placed with a warehouseman,
bailee or processor and Lender has received from such warehouseman, bailee or processor an acceptable Lien Waiver/Access Agreement
(or Lender has expressly waived the requirement for the delivery of a Lien Waiver/Access Agreement with respect to such location).


 




     


     


    

 


5.           Insurance.
Borrower shall maintain and pay for insurance upon all Collateral covering such risks in such amounts on such conditions and with
such insurance companies as are reasonably satisfactory to Lender. All proceeds payable under each such policy shall be payable
to Lender for application to the Obligations. Borrower shall deliver a certificate of insurance (and, upon Lender’s request
the originals or certified copies of such policies) to Lender with satisfactory lender’s loss payable endorsements reasonably
satisfactory to Lender, naming Lender as loss payee, assignee or additional insured, as appropriate. Unless Lender has otherwise
agreed, each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days (or
ten (10) days in the case of non-payment of premium) prior written notice to Lender in the event of cancellation of the policy
for any reason whatsoever and a clause specifying that the interest of Lender shall not be impaired or invalidated by any act or
neglect of Borrower or the owner of the Property or by the occupation of the premises for purposes more hazardous than are permitted
by said policy. If Borrower fails to provide and pay for such insurance, Lender may, at its option, but shall not be required
to, procure the same and charge Borrower therefor. At any time that an Event of Default exists and is continuing, Lender alone
shall be authorized to settle, adjust and compromise all insurance claims and Lender shall have all rights and remedies with respect
to such policies of insurance as are provided in the Loan Documents.


 


6.           Expenses;
Safeguarding Collateral. All reasonable expenses of protecting, storing, warehousing, insuring, handling, maintaining and
shipping any Collateral, all Taxes imposed under any applicable law on any of the Collateral or in respect of the sale thereof,
and all other payments required to be made by Lender to any Person to realize upon any Collateral shall be borne and paid by Borrower.
Lender shall not be responsible in any way for the safeguarding of any Collateral not in its possession or control and the same
shall be at Borrower’s sole risk.


 


7.           Accounts.
Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with
respect to any Account. Unless otherwise indicated in writing to Lender or excluded by Borrower in its calculation of the Borrowing
Base in any Borrowing Base Certificate, with respect to each Eligible Account, the Borrower warrants that:


 


(a)          It
is genuine and in all respects what it purports to be, and it is not evidenced by a judgment;


 


(b)          It
arises out of a bona fide sale and delivery of goods by Borrower in the Ordinary Course of Business and substantially in accordance
with the terms and conditions of all purchase orders, contracts or other documents relating thereto;


 


(c)          It
is for a sum certain maturing as stated in the duplicate invoice covering such sale, a copy of which has been furnished or is available
to Lender on request;


 


(d)          It
is not, and, to the best of Borrower’s knowledge, will not (by voluntary act or omission of Borrower) be in the future, subject
to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except as arising in the Ordinary
Course of Business and for disputes resulting in returned goods where the amount in controversy is immaterial, and each such Account
is absolutely owing to Borrower and is not contingent in any respect or for any reason;


 


(e)          Borrower
has not made any agreement with any Account Debtor thereunder for any extension, compromise, settlement or modification of any
such Account or any deduction therefrom, except discounts or allowances which are granted by Borrower in the Ordinary Course of
Business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto
and are reflected in the Schedules of Accounts submitted to Lender pursuant to Section 8 hereof or which are otherwise disclosed
to Lender in writing;


 




     


     


    

 


(f)          To
the best of the Borrower’s knowledge, there are no facts, events or occurrences which are reasonably likely to impair the
validity or enforceability of such Account or reduce in any material respect the amount payable thereunder from the face amount
of the invoice and statements delivered to Lender with respect thereto, except as otherwise disclosed to Lender in writing; and


 


(g)          To
the best of the Borrower’s knowledge, except as otherwise disclosed to Lender in writing, the Account Debtor thereunder (1) had
the capacity to contract at the time any contract or other document giving rise to the Account was executed and (2) is Solvent.


 


8.           Administration
of Accounts. 


 


(a)          Borrower
shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on
such periodic basis as Lender shall reasonably request in writing a sales and collections report for the preceding period, in form
reasonably satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $75,000 cease to
be Eligible Accounts in whole or in part, Borrower shall notify Lender of such occurrence promptly (and in any event within 15
days of each month end) after Borrower’s having obtained knowledge of such occurrence and the Borrowing Base shall thereupon
be adjusted to reflect such occurrence.


 


(b)          If
Borrower grants any discounts, allowances or credits that are not shown on the face of the invoice for the Account involved, Borrower
shall report such discounts, allowances or credits, as the case may be, to Lender as part of the next required Schedule of Accounts.
If any amounts due and owing in excess of $50,000 are in dispute between Borrower and any Account Debtor, or if any returns are
made in excess of $50,000 with respect to any Accounts owing from an Account Debtor, Borrower shall provide Lender with written
notice thereof at the time of submission of the next Schedule of Accounts, explaining in reasonable detail the reason for the dispute
or return, all claims related thereto and the amount in controversy. At any time an Event of Default exists, Lender shall have
the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the
time for payment of any Accounts comprising a part of the Collateral upon such terms and conditions as Lender may deem advisable,
and to charge the deficiencies, and reasonable costs and expenses thereof, including reasonable attorneys’ fees, to Borrower.


 


(c)          If
an Account of Borrower includes a charge for any Taxes payable to any governmental authority, and unless the payment of such
Taxes is being Properly Contested, Lender is authorized, in its sole discretion, upon notice to Borrower and after Borrower’s
failure or inability to pay such Tax, to pay such Tax (without duplication of other payments made with respect to any such Tax)
to the proper taxing authority for the account of Borrower and to charge Borrower therefor; provided, however, that Lender
shall not be liable for any Taxes that may be due by Borrower.


 




     


     


    

 


(d)          Whether
or not a Default or an Event of Default exists, Lender shall have the right at any time, in the name of Lender, any designee
of Lender or Borrower to verify the validity, amount or any other matter relating to any Accounts of Borrower by mail, telephone,
telegraph or otherwise.


 


(e)          Borrower
shall maintain a Dominion Account at Lender pursuant to arrangements acceptable to Lender (including, without limitation, lockbox
arrangements and lockbox accounts). Borrower shall issue to Lender an irrevocable letter of instruction effective during the Term
directing the remittance of all Payment Items or other remittances received by Lender or such other bank in the Dominion Account
to Lender for application to the Obligations. All funds deposited in the Dominion Account shall be subject to Lender’s Lien.
Borrower shall obtain the agreement (in favor of and in form and content satisfactory to Lender) by each bank at which a Dominion
Account is maintained to waive any offset rights against the funds deposited into such Dominion Account, except offset rights in
respect of charges incurred in the administration of such Dominion Account. Lender assumes no responsibility to Borrower for
such Dominion Account, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank
thereunder.


 


(f)          Borrower
shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to
the Dominion Account (or other collection arrangements related to the Dominion Account), and deposit and cause its Subsidiaries
to deposit or cause to be deposited promptly, all cash, checks, drafts or other Payment Items relating to or constituting payments
made in respect of any and all Collateral (whether or not otherwise delivered to pursuant to such collection arrangements) into
the Dominion Account. Borrower shall issue to each bank servicing such collection arrangements an irrevocable letter of instruction
effective during the Term directing such bank to deposit all payments or other remittances received by it to the Dominion Account.
All Payment Items received by Borrower in respect of its Accounts, together with the proceeds of any other Collateral,
shall be held by Borrower as trustee of an express trust for Lender’s benefit; Borrower shall promptly deposit same in kind
in the Dominion Account.


 


(g)          If,
as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrower and shall
be made available to Borrower for withdrawal as long as no Default or Event of Default exists. Borrower irrevocably waives the
right to direct the application of any payments or Collateral proceeds, and agrees that Lender shall have the continuing, exclusive
right to apply and reapply same against the Obligations, in the manner set forth herein.


 


(h)          Lender
retains the right at all times after an Event of Default has occurred and is continuing to notify Account Debtors of
Borrower that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge to Borrower
the reasonable collection costs and expenses actually incurred by Lender, including reasonable attorneys’ fees.


 




     


     


    

 


(i)          Except
as otherwise disclosed in the Loan Agreement, Borrower and its Subsidiaries shall not open any other deposit account unless Lender
shall have consented thereto, such consent to not be unreasonably withheld, and the depository bank for such deposit account shall
have entered into an Account Control Agreement reasonably acceptable to Lender. As of the Closing Date, all bank accounts of any
nature of Borrower and its Subsidiaries are listed on Schedule 8 to the Information Certificate, which Schedule shall
designate the depository accounts.         


 


9.           Administration
of Inventory. 


 


(a)          Borrower
shall keep accurate and complete records of its Inventory. Borrower shall furnish Lender inventory reports respecting such Inventory
(including in-transit inventory) in form and detail satisfactory to Lender at such times as Lender may reasonably request, but
in any event on or before the 15th day of such month. Borrower shall, at its own expense, conduct periodic physical and cycle counts
consistent with Borrower’s historical practices and shall provide to Lender a report based on each such physical and cycle
count promptly after completion thereof, together with such supporting information as Lender shall request. Lender may participate
in and observe each physical or cycle count of inventory, which participation shall be at Borrowers' expense at any time that an
Event of Default exists.


 


(b)          Borrower
shall not acquire or accept any Inventory on consignment or approval having a market value of more than $25,000 in the aggregate
without Lender's prior written consent, which may not be unreasonably withheld, and Borrower will use its commercially reasonable
efforts to insure that all Inventory that is produced in the United States of America will be produced in material compliance
with the Fair Labor Standards Act; shall produce, use, store and maintain all Inventory with reasonable care in accordance with
applicable standards of its insurance policies and in material conformity with applicable law; and shall maintain current rent
payments (within applicable grace periods provided for in leases) at all locations at which any Inventory is maintained or stored
(other than consigned locations).


 


10.         Administration
of Equipment. 


 


(a)          Borrower
shall keep accurate records itemizing and describing the material items and cost of Equipment and all dispositions made in accordance
with Section 10(b) below (all of which records shall be available to Lender upon demand for inspection and copying
at any reasonable time), and, on Lender’s request, shall furnish Lender with a current schedule containing such information.
Promptly after Lender’s request, Borrower shall deliver to Lender evidence of ownership of the Equipment.


 




     


     


    

 


(b)          Borrower
shall not sell, lease or otherwise dispose of or transfer any Equipment without the prior written consent of Lender, which may
not be unreasonably withheld, other than in accordance with the terms of the Loan Agreement or (i) a disposition of Equipment that
is no longer useful in Borrower’s business so long as the aggregate fair market value or book value (whichever is greater)
of all such dispositions by Borrower during any one year during the Term does not exceed $300,000, no Default or Event of Default
exists at the time of such disposition and all proceeds thereof are remitted to Lender for application to the Obligations, (ii)
a replacement of Equipment that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided
that the replacement Equipment shall be acquired within 30 days after any disposition of the Equipment that is to be replaced,
the replacement Equipment shall be free and clear of Liens other than Permitted Liens, and Borrower shall have given Lender at
least 10 days prior written notice of such disposition, or (iii) a disposition of a Subsidiary or operation of Borrower with the
consent of Lender, which may not be unreasonably withheld.


 


11.         Perfection
of Liens; Further Assurances. Borrower shall execute all documents and take whatever actions are requested by Lender
to perfect and continue the perfection of Lender’s Liens in Borrower’s Collateral. Promptly after Lender’s request
therefor, Borrower shall execute or cause to be executed and delivered to Lender such instruments, assignments, title certificates
or other documents as are necessary under the UCC or other applicable law (including any necessary motor vehicle certificates of
title act) to perfect (or continue the perfection of) Lender’s Liens upon Borrower’s Collateral and shall take such
other action as may be requested by Lender to give effect to or carry out the intent and purposes of the Loan Agreement and the
other Loan Documents. Upon reasonable request of Lender, Borrower shall deliver to Lender any and all of the documents evidencing
or constituting Borrower’s Collateral, and Borrower shall note Lender’s interest upon any and all chattel paper and
instruments if not delivered to Lender for possession by Lender. Unless prohibited by applicable law and except as provided in,
and consistent with, any Loan Document, Borrower hereby irrevocably authorizes Lender to execute (if necessary) and file in any
jurisdiction any financing statement or amendment thereto on Borrower’s behalf, including UCC financing statements that indicate
Borrower’s Collateral (i) as “all assets” or “all personal property” of Borrower or words to
similar effect. Borrower hereby appoints Lender as Borrower’s irrevocable attorney in fact for the purpose of executing any
documents necessary to perfect of continue the perfection of any Liens. Borrower shall reimburse Lender for all reasonable out-of-pocket
expenses actually incurred for the perfection, termination, and continuing of the perfection of Lender’s Liens in the Collateral.


 


12.         Events
of Default. The occurrence or existence of any one or more of the following events or conditions shall constitute
an event of default under this Agreement: (a) any representation or other statement made by Borrower herein proves to have
been false or misleading in any material respect when made; (b)  Borrower fails to perform or discharge in any material respect
any of its covenants or obligations under this Agreement contained in Sections 5, 8(a), 8(b), 8(f)
and 11 if the breach of any such covenant is not cured to Lender’s satisfaction within 5 Business Days of any Senior
Officer’s receipt of written notice of such breach from Lender, provided that such notice and opportunity to cure shall not
apply in the case of any failure to perform, keep or observe any covenant that is not capable of being cured at all; (c) Borrower
fails to perform or discharge in any material respect any other covenant contained in this Agreement if the breach of such other
covenant is not cured to Lender’s satisfaction within 30 days after any Senior Officer’s receipt of written notice
of such breach from Lender, provided that such written notice and opportunity to cure shall not apply in the case of any failure
to perform, keep or observe any covenant that is not capable of being cured at all; or (d) an Event of Default under (and
as defined in) the Loan Agreement shall occur or exist.


 




     


     


    

 


13.         Rights
and Remedies Upon Default.


 


(a)          Upon
or after the occurrence of any event of default referenced in Section 12 above and during the continuance thereof,
all of the Obligations shall, at the option of Lender and upon written notice to Borrower, become immediately due and payable,
and Lender shall thereupon have and may exercise from time to time any and all rights and remedies afforded to a secured party
under the UCC, together with every right and remedy available to Lender under any other applicable law. In addition to, and without
limiting the generality of the foregoing, Lender shall have the right: (i) to enforce the remedies described in the Loan Agreement,
(ii) to bid and be the purchaser at any sale of Collateral if permitted by law; (iii) to incur reasonable attorney’s
fees and expenses in exercising any of the rights, remedies, powers or privileges provided hereunder, and to pay, satisfy and discharge,
or to bond, deposit or indemnify against, any tax or other Lien which in the reasonable opinion of Lender or its counsel may in
any manner or to any extent be a Lien upon any of the Collateral, all of which fees, payments and expenses shall become part of
Lender’s expenses of retaking, holding, preparing for sale and the like, and shall be added to and become a part of the principal
amount of the Obligations; and (iv) to apply the proceeds realized from any collection, sale, lease or other disposition of
the Collateral first to the reasonable costs, expenses and attorney’s fees actually incurred by Lender for collection
and for acquisition, protection, removal, storage, sale and delivery of the Collateral, second, to interest due upon the
principal amount of the Obligations, and third, to the principal amount of the Obligations. If any deficiency shall arise,
Borrower shall remain bound and liable to Lender therefor.


 


(b)          Lender
shall not be liable or responsible to Borrower in any way for the safeguarding of any of the Collateral, for any loss or damage
thereto, for any diminution in the value thereof, or for any act or default of any carrier, warehouseman, forwarding agency, or
other Person whomsoever, but the same shall be at all times at Borrower’s risk, except to the extent that any loss or damage
to such Collateral shall have been caused by the gross negligence or willful misconduct of Lender. All rights, remedies, powers,
and privileges of Lender hereunder are cumulative and not alternative, and may be exercised concurrently or seriatim, and, so long
as not inconsistent herewith, are in addition to and not in lieu of any other rights of Lender at law, in equity, under statute
or under any other agreement with Borrower.


 


14.         Indulgences
Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege
hereunder shall operate as a waiver thereof or give rise to any estoppel, nor be construed as an agreement to modify the terms
of this Agreement, nor shall any single or partial exercise by a party of any right, remedy, power or privilege preclude any other
or further exercise by a party of the same or of any other right, remedy, power, or privilege; nor shall any waiver by a party
of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver by a party hereunder shall be effective unless it is in writing and signed
by the party making such waiver, and then only to the extent specifically stated in such writing.


 




     


     


    

 


15.         Notices.
All notices, requests and demands to or upon a party hereto shall be in writing and sent in accordance with the Loan Agreement.
Notice sent at least 10 Business Days before the date of any intended public sale or the date after which any private sale or other
intended disposition of the Collateral is to be made by Lender shall be deemed to be reasonable notice of such sale or other disposition,
provided that notice is hereby waived with respect to any of the Collateral which threatens to decline speedily in value or is
of a type customarily sold on a recognized market.


 


16.         Entire
Agreement; Amendments; Counterparts. This Agreement, along with the Loan Agreement, constitute and express the entire understanding
between the parties hereto with respect to the subject matter hereof; this Agreement may not be changed, altered, waived, modified,
supplemented, discharged, canceled, terminated, or amended orally or in any manner other than by an agreement in writing signed
by the parties hereto; and may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered (including by facsimile or electronic mail) shall be deemed to be an original and
all of which counterparts taken together shall constitute but one and the same instrument.


 


17.         Section
Headings; Severability. The section headings in this Agreement are for convenience of reference only; they form no part
of this Agreement and shall not affect its interpretation. The provisions of this Agreement are independent of and separable from
each other. If any provision hereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or enforceability of any other provision hereof, but this Agreement shall be construed as if such
invalid or unenforceable provision had never been contained herein.


 


18.         Successors
and Assigns. The rights, remedies, powers, and privileges of the parties hereunder shall inure to the benefit of the respective
successors and assigns of each such parties, and the duties and obligations of the parties hereunder shall bind the respective
successors and assigns of each such parties; provided, that Borrower may not assign this Agreement or any rights or obligations
hereunder without Lender’s prior written consent and any prohibited assignment shall be absolutely void.


 


19.         Term
of Agreement. This Agreement shall continue in full force and effect until the sooner to occur of (a) the date on
which Lender and Borrower, in writing, mutually agree to terminate this Agreement or (b) the date on which all of the Obligations
have been paid in full (other than indemnities and similar contingent Obligations not then due and payable) and the commitments
under the Loan Agreement have been terminated in accordance with the terms thereof.


 




     


     


    

 


20.         Governing
Law; Forum Selection. This Agreement shall be governed in all respect by, and construed in accordance with, the laws of
the State of New York, including the UCC (except, when the laws of any other state govern the method or manner of the perfection
or enforcement of any security interest in any of the Collateral, the laws of such other state shall govern as to such matters).
Borrower hereby consents to the non-exclusive jurisdiction of any United States federal court sitting in or with direct or indirect
jurisdiction over the Southern District of New York or any state or superior court sitting in New York County, New York, in any
action, suit or other proceeding arising out of or relating to this Agreement or any of the other Loan Documents; and Borrower
irrevocably agrees that all claims and demands in respect of any such action, suit or proceeding may be heard and determined in
any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding
brought in any such court or that such court is an inconvenient forum. Lender reserves the right to bring proceedings against any
Obligor in the courts of any other competent jurisdiction which has subject matter jurisdiction. Nothing in this Agreement shall
be deemed or operate to affect the right of Lender to serve legal process in any other manner permitted by law or to preclude the
enforcement by Lender of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce
same in any other appropriate forum or jurisdiction.


 


21.         Waivers.
To the fullest extent permitted by applicable law, Borrower waives notice of Lender’s acceptance of this Agreement and notice
of any hearing in connection with, and the requirement to post bond as a condition to, the issuance of an immediate writ of possession
with respect to any of the Collateral. Borrower and Lender each hereby waives the right to trial by jury in any action, suit, proceeding
or counterclaim concerning this Agreement or any of the Obligations. 


 


IN WITNESS WHEREOF,
Borrower has caused this Agreement to be signed, sealed and delivered on the day and year first written above.


 


	 	BORROWER:
	 	 
	 	LAKELAND INDUSTRIES, INC.
	 	 	 
	 	By:	/s/ Christopher J. Ryan
	 	Name:	Christopher J. Ryan
	 	Title:	CEO & President


 


[Signatures continued on following page]


 




     


     


    

 


	 	Accepted by Lender in Atlanta, Georgia:
	 	 
	 	SUNTRUST BANK
	 	 	 
	 	By:	/s/ William M. Sykstus
	 	Name:	 William M. Sykstus
	 	Title:	Director