Exhibit 10.6


 


SECURITY
AGREEMENT


 


This SECURITY AGREEMENT,
dated as of February 26, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance
with the provisions hereof, this “Agreement”) made by and among SCG Holding, LLC, a Colorado limited
liability company, PBS HoldCo LLC, a Colorado limited liability company, Mesa Organics Ltd., a Colorado limited liability company,
Mesa Organics II Ltd, a Colorado limited liability company, Mesa Organics III Ltd, a Colorado limited liability company, and Mesa
Organics IV Ltd, a Colorado limited liability company, as grantors, pledgors, assignors and debtors (together with any successors
in such capacities, the “Grantors”, and each, a “Grantor”), in favor of GGG
Partners, LLC, a Georgia limited liability company, in its capacity as collateral agent pursuant to the Loan Agreement (as hereinafter
defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral
Agent”).


 


RECITALS


 


A.       The
Grantors, the Collateral Agent and SHWZ Altmore, LLC, a Delaware limited liability company (the “Lender”),
have, in connection with the execution and delivery of this Agreement, entered into that certain Loan Agreement, dated as of the
date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”);
capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.


 


B.       Each
Grantor will receive substantial direct and indirect benefits from the execution, delivery and performance of the obligations under
the Loan Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.


 


C.       This
Agreement is given by each Grantor in favor of the Collateral Agent for the ratable benefit of the Secured Parties (as hereinafter
defined) to secure the payment and performance of all of the Secured Obligations.


 


D.       It
is a condition to the obligations of the Lender to make the Loans under the Loan Agreement, that each Grantor execute and deliver
the applicable Loan Documents, including this Agreement.


 


NOW THEREFORE,
in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor and the Collateral Agent hereby agree as follows:


 


ARTICLE I

DEFINITIONS AND INTERPRETATION


 


Section 1.01      
Definitions. Unless
otherwise defined herein or in the Loan Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings
assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC,
the term has the meaning specified in Article 9. The following terms shall have the following meanings:


 


“Agreement”
has the meaning set forth in the Preamble hereof.


 


 


 


 






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“Claims”
means any and all property and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed
upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’,
materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all
or any portion of the Collateral.


 


“Collateral”
has the meaning set forth in Section 2.01.


 


“Collateral
Agent” has the meaning set forth in the Preamble hereof.


 


“Collateral
Support” means all Property assigned, hypothecated or otherwise securing any Collateral and shall include any security
agreement or other agreement granting a Lien or security interest in such Property.


 


“Contested
Liens” means, collectively, any Liens incurred in respect of any Claims to the extent that the amounts owing in respect
thereof are not yet delinquent or are being contested in good faith and with proper reserves established with respect thereto in
accordance with GAAP and otherwise comply with the provisions of Section 4.13; provided, however, that such Liens shall in all
respects be subject and subordinate in priority to the Lien and security interest created by this Agreement, except if and to the
extent that the law or regulation creating, permitting or authorizing such Lien provides that such Lien must be superior to the
Lien and security interest created and evidenced hereby.


 


“Contracts”
means, collectively, with respect to each Grantor, the Intellectual Property Licenses, all sale, service, performance, equipment
or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written
or oral, or third party or intercompany), between such Grantor and any third party, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof.


 


“Control”
means (i) with respect to any Deposit Account, “control,” within the meaning of Section 9-104 of the
UCC, (ii) with respect to any Securities Account or Security Entitlement, control within the meaning of Section 9-106 of the UCC,
(iii) with respect to any Uncertificated Security, control within the meaning of Section 8-106(c) of the UCC, (iv) with respect
to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (v) with respect to any Electronic
Chattel Paper, control within the meaning of Section 9-105 of the UCC, (vi) with respect to Letter-of-Credit Rights, control within
the meaning of Section 9-107 of the UCC, and (vii) with respect to any “transferable record” (as that
term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the
Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), control within the meaning of Section 201 of the
Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as
in effect in the jurisdiction relevant to such transferable record.


 


“Copyrights”
means, collectively, with respect to each Grantor, all copyrights (whether statutory or common law, whether established or registered
in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished) including those listed in Schedule 6 hereof, all tangible embodiments of the foregoing and all copyright
registrations and applications made by such Grantor, in each case, whether now owned or hereafter created or acquired by or assigned
to such Grantor, together with any and all (i) rights and privileges arising under applicable law and international treaties and
conventions with respect to such Grantor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions
thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable
with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding
thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.


 


 


 


 






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“Deposit
Account Control Agreement” means an agreement in such form and substance as is reasonably satisfactory to the Collateral
Agent establishing the Collateral Agent’s Control with respect to any Deposit Account.


 


“Deposit
Accounts” means, collectively, with respect to each Grantor, all “deposit accounts” as
such term is defined in the UCC, now or hereafter held in the name of such Grantor.


 


“Distributions”
means, collectively, with respect to each Grantor, all dividends, cash, options, warrants, rights, instruments, distributions,
returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including
as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received,
receivable or otherwise distributed or distributable to such Grantor in respect of or in exchange for any or all of the Pledged
Securities or Pledged Debt.


 


“Excluded
Accounts” means (i) Deposit Accounts used solely as trust, fiduciary, escrow or tax payment (including, without limitation,
sales tax payment) accounts solely for the benefit of the Grantors, (ii) Deposit Accounts used solely for payroll, payroll taxes
and other employee wage or employee benefit payments to or for the benefit of any Grantors’ employees, and (iii) Deposit
Accounts which individually, at any time, have a balance of less than $10,000, and together, at any time, have an aggregate balance
of less than $50,000.


 


“Excluded
Property” means, collectively:


 


(i)               
any lease, license or other agreement or Contract or any property subject to a purchase money security interest, Lien securing
a Capital Lease Obligation or similar arrangement, in each case permitted to be incurred under the Loan Agreement, to the extent
that a grant of a security interest or Lien therein would require a consent not obtained or violate or invalidate such lease, license
or agreement or Contract or purchase money arrangement, Capital Lease Obligation or similar arrangement or create a right of termination
in favor of any other party thereto (other than another Grantor), in each case after giving effect to the applicable anti-assignment
provisions of the UCC and other applicable law and other than Proceeds and receivables thereof, the assignment of which is expressly
deemed effective under the UCC or other applicable law notwithstanding such prohibition;


 


(ii)             
any United States intent-to-use Trademark applications to the extent that, and solely during the period in which, the grant,
attachment or enforcement of a security interest therein would, under applicable federal law, impair the registrability of such
applications or the validity or enforceability of registrations issuing from such applications;


 


(iii)            
motor vehicles and other assets subject to certificates of title (other than to the extent a Lien thereon can be perfected
by the filing of a financing statement under the UCC);


 


(iv)            
those assets as to which the Collateral Agent shall reasonably determine, in writing, that the cost of obtaining a Lien
thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby;


 


(v)              
 any asset or property to the extent that the grant of a security interest is prohibited by applicable law, rule or regulation
or requires a consent not obtained of any Governmental Authority pursuant to such applicable law, rule or regulation, in each case
after giving effect to the applicable anti-assignment provisions of the UCC and other applicable law and other than Proceeds and
receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding
such prohibition;


 


 


 


 






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(vi)          
any real property or real property interests owned in fee for which a mortgage is not required under the Loan Agreement
and any leasehold interests in real property;


 


(vii)        
assets not located in the United States that require action under the law of any jurisdiction not located in the United
States to create or perfect a security interest or Lien in such assets, which shall, for the avoidance of doubt, include intellectual
property not registered in the United States;


 


(viii)       
Commercial Tort Claims with a value of less than $100,000 in the aggregate;


 


(ix)          
any Excluded Accounts; and


 


(x)           
Letter of Credit Rights (other than those that constitute Supporting Obligations as to other Collateral) with a value of
less than $100,000 in the aggregate;


 


To the extent that
such property constitutes “Excluded Property” due to the failure of a Grantor to obtain consent as described
in subsections (i) and (v), such Grantor shall use commercially reasonable efforts to obtain such consent, and, upon obtaining
such consent, such property shall cease to constitute “Excluded Property”.


 


“First
Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to this Agreement, such
Lien is the most senior lien to which such Collateral is subject (subject only to Liens permitted under the Loan Agreement).


 


“Grantor”
has the meaning set forth in the Preamble hereof.


 


“Intellectual
Property Collateral” means, collectively, the Patents, Trademarks (excluding only United States intent-to-use Trademark
applications to the extent that and solely during the period in which the grant of a security interest therein would impair, under
applicable federal law, the registrability of such applications or the validity or enforceability of registrations issuing from
such applications), Copyrights, Trade Secrets, Intellectual Property Licenses and all other industrial, intangible and intellectual
property of any type, including mask works and industrial designs.


 


“Intellectual
Property Licenses” means, collectively, with respect to each Grantor, all license and distribution agreements (excluding
any commercially available “off-the-shelf software licenses) with, and covenants not to sue, any other party with respect
to any Patent, Trademark, Copyright or Trade Secret or any other patent, trademark, copyright or trade secret, whether such Grantor
is a licensor or licensee, distributor or distributee under any such license or distribution agreement, including such agreements
listed in Schedule 6 hereof, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income,
fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including
damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and
future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks,
Copyrights or Trade Secrets or any other patent, trademark, copyright or trade secret.


 


“Intellectual
Property Security Agreement” means an agreement substantially in the form of Exhibit D hereto.


 


“Joinder
Agreement” means an agreement substantially in the form of Exhibit A hereto.


 


 


 


 






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“Lender”
has the meaning set forth in the first Recital hereof.


 


“Loan Agreement”
has the meaning set forth in the first Recital hereof.


 


“Patents”
means, collectively, with respect to each Grantor, all patents issued or assigned to, and all patent applications and registrations
made by, such Grantor including those listed in Schedule 6 hereof (whether issued, established or registered or recorded in the
United States or any other country or any political subdivision thereof) and all tangible embodiments of the foregoing, together
with any and all (i) rights and privileges arising under applicable law and international treaties and conventions with respect
to such Grantor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages,
claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for
past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for
past, present or future infringements thereof.


 


“Pledged
Debt” means, with respect to each Grantor, all Debt (including intercompany notes but excluding any Debt permitted
under the Loan Agreement or Debt owed to an Affiliate of a Grantor incurred in the ordinary course of business) from time to time
owed to such Grantor by any obligor, including the Debt described in Schedule 2 hereof and issued by the obligors named therein,
and all interest, cash, instruments and other property, assets or proceeds from time to time received, receivable or otherwise
distributed or distributable in respect of or in exchange for any or all of such Debt and all certificates, instruments or agreements
evidencing such Debt, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications
thereof.


 


“Pledged
Securities” means, collectively, with respect to each Grantor, (i) all issued and outstanding Equity Interests of
each issuer that are owned by such Grantor and all options, warrants, rights, agreements and additional Equity Interests of whatever
class of any such issuer acquired by such Grantor in any manner, together with all claims, rights, privileges, authority and powers
of such Grantor relating to such Equity Interests in each such issuer or under any Organizational Document of each such issuer,
and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Grantor in
the entries on the books of any financial intermediary pertaining to such Equity Interests, including the Equity Interests listed
in Schedule 2 hereof, (ii) all additional Equity Interests of any issuer from time to time acquired by or issued to such Grantor
and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer from time to
time acquired by such Grantor in any manner, together with all claims, rights, privileges, authority and powers of such Grantor
relating to such Equity Interests or under any Organizational Document of any such issuer, and the certificates, instruments and
agreements representing such Equity Interests and any and all interest of such Grantor in the entries on the books of any financial
intermediary pertaining to such Equity Interests, from time to time acquired by such Grantor in any manner, and (iii) all Equity
Interests issued in respect of the Equity Interests referred to in subsection (i) or (ii) upon any consolidation or merger of any
issuer of such Equity Interests/all Equity Interests of any successor Subsidiary owned by such Grantor (unless such Grantor is
the surviving entity) formed by or resulting from any consolidation or merger in which any Person listed in Schedule 2 hereof is
not the surviving entity.


 


“Receivables”
means all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) Instruments, (v) General Intangibles, and (vi) to the
extent not otherwise covered above, all other rights to payment, whether or not earned by performance, for goods or other property
sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified
under the UCC together with all of Grantors’ rights, if any, in any goods or other property giving rise to such right to
payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.


 


 


 


 






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“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees,
partners, agents, trustees, administrators, managers, advisors and representatives of it and its Affiliates.


 


“Secured
Obligations” means (i) the Obligations of the Loan Parties from time to time arising under the Loan Agreement, and
(ii) to the extent not deemed to be included in the immediately preceding clause (i), the due and prompt payment of (A) the principal
of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Postpetition Interest”))
on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and
(B) all other monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations,
contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
of the Grantors and the other Loan Parties under or in respect of any Loan Document, and (iii) the due and prompt performance of
all other covenants, duties, debts, obligations and liabilities of any kind of the Grantors and the other Loan Parties, individually
or collectively, under or in respect of the Loan Agreement, this Agreement, the other Loan Documents or any other document made,
delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether
allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance
of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise.


 


“Secured
Parties” means, collectively, the Collateral Agent and the Lender.


 


“Securities
Collateral” means, collectively, the Pledged Securities, the Pledged Debt, and the Distributions.


 


“Trade
Secrets” means, collectively, with respect to each Grantor, all know-how, trade secrets, manufacturing and production
processes and techniques, inventions, research and development information, technical, marketing, financial and business data and
databases, pricing and cost information, business and marketing plans, customer and supplier lists and information, all other confidential
and proprietary information and all tangible embodiments of the foregoing, together with any and all (i) rights and privileges
arising under applicable law and international treaties and conventions with respect to such trade secrets, (ii) income, fees,
royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto including damages and payments
for past, present or future misappropriations thereof, (iii) rights corresponding thereto throughout the world and (iv) rights
to sue for past, present or future misappropriations thereof.


 


“Trademarks”
means, collectively, with respect to each Grantor, all trademarks (including service marks), slogans, logos, symbols, certification
marks, collective marks, trade dress, uniform resource locators (URL’s), domain names, corporate names and trade names, whether
statutory or common law, whether registered or unregistered and whether established or registered in the United States or any other
country or any political subdivision thereof, including those listed in Schedule 6 hereof, that are owned by or assigned to such
Grantor, all registrations and applications for the foregoing and all tangible embodiments of the foregoing, together with, in
each case, the goodwill symbolized thereby and any and all (i) rights and privileges arising under applicable law and international
treaties and conventions with respect to such Grantor’s use of any trademarks, (ii) reissues, continuations, extensions and
renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable
thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof,
(iv) rights corresponding thereto throughout the world, and (v) rights to sue for past, present and future infringements thereof.


 


 


 






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“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of Delaware; provided, however, that if by reason
of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any
item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State
of Delaware, the term “UCC” means the Uniform Commercial Code as in effect from time to time in such
other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions
relating to such provisions.


 


Section
1.02       Interpretation. The rules of interpretation
specified in the Loan Agreement (including Section 1.02 thereof) shall be applicable to this Agreement. All references in this
Agreement to Sections are references to Sections of this Agreement unless otherwise specified.


 


Section
1.03       Resolution of Drafting Ambiguities.
Each Grantor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Agreement,
that it and its counsel reviewed and participated in the preparation and negotiation of this Agreement and that any rule of construction
to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed
in the interpretation of this Agreement.


 


Section
1.04       Schedules. The Collateral Agent
and each Grantor agree that the Schedules hereof and all descriptions of Collateral contained in the Schedules and all amendments
and supplements thereto are and shall at all times remain a part of this Agreement.


 


ARTICLE II

Grant of security interest


 


Section
2.01       Grant of Security Interest. As
collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges to the
Collateral Agent for the ratable benefit of the Secured Parties, and grants to the Collateral Agent for the ratable benefit of
the Secured Parties a Lien on and security interest in and to, all of the right, title and interest of such Grantor in, to and
under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively,
the “Collateral”):


 


(a)              
all Accounts;


 


(b)              
all Equipment, Goods, Inventory and Fixtures;


 


(c)              
all Documents, Instruments and Chattel Paper;


 


(d)              
all Letters of Credit and Letter-of-Credit Rights with a value in excess of $100,000 in the aggregate;


 


(e)              
all Securities Collateral;


 


(f)               
all Investment Property;


 


(g)              
all Intellectual Property Collateral;


 


 


 


 






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(h)              
all General Intangibles;


 


(i)                
all Money and all Deposit Accounts;


 


(j)                
all Supporting Obligations;


 


(k)              
all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and
records relating to the Collateral and any General Intangibles at any time evidencing or relating to any of the foregoing; and


 


(l)                
to the extent not covered by subsections (a) through (k) of this sentence, all other assets, personal property and rights
of such Grantor, whether tangible or intangible, all Proceeds and products of each of the foregoing and all accessions to, substitutions
and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity,
warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing.


 


Notwithstanding anything
to the contrary contained in subsections (a) through (l) above, the security interest created by this Agreement shall not extend
to, and the term “Collateral” shall not include, any Excluded Property, provided that, if any Excluded
Property would have otherwise constituted Collateral, when such property shall cease to be Excluded Property, such property shall
be deemed at all times from and after the date hereof to constitute Collateral.


 


The Grantors shall
from time to time at the reasonable request of the Collateral Agent give written notice to the Collateral Agent identifying in
reasonable detail the Excluded Property (and stating in such notice that such Excluded Property constitutes “Excluded
Property”) and shall provide to the Collateral Agent such other information regarding the Excluded Property as the
Collateral Agent may reasonably request.


 


From and after the
Closing Date, no Grantor shall permit to become effective, in any lease or Material Contract, a provision that would prohibit or
require the consent of any Person to the grant of a Lien on such lease or Material Contract or other agreement in favor of the
Collateral Agent.


 


Section
2.02       Filings.


 


(a)              
Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required
by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the
Collateral, including (i) whether such Grantor is an organization, the type of organization and any organizational identification
number issued to such Grantor, (ii) any financing or continuation statements or other documents for the purpose of perfecting,
confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature
of such Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all
assets now owned or hereafter acquired by the Grantor or in which the Grantor otherwise has rights” and (iii) in
the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted
or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide
all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral
Agent.


 


(b)              
Each Grantor hereby further authorizes the Collateral Agent to file with the United States Patent and Trademark Office and
the United States Copyright Office (and any successor office and any similar office in any United States state or other country)
this Agreement, the Intellectual Property Security Agreement, and other documents for the purpose of perfecting, confirming, continuing,
enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Grantor where permitted
by law, and naming such Grantor as debtor, and the Collateral Agent as secured party.


 


 


 


 






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ARTICLE III

Perfection and further assurances


 


Section
3.01       Perfection of Certificated Securities Collateral.
Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities
Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery
or accompanied by duly executed undated instruments of transfer or assignment in blank and that (assuming continuing possession
by the Collateral Agent of any such Securities Collateral) the Collateral Agent has a perfected First Priority security interest
therein. Each Grantor hereby agrees that all certificates, agreements or instruments representing or evidencing the Securities
Collateral acquired by such Grantor after the date hereof, shall promptly upon (and in any event within 10 days following) receipt
thereof by such Grantor be held by or on behalf of and delivered to the Collateral Agent in suitable form for transfer by delivery
or accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory
to the Collateral Agent.


 


The Collateral Agent
shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or
otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any
or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest
hereunder; provided, that after any such Event of Default has been waived in accordance with the provisions of the Loan
Agreement and to the extent the Collateral Agent has exercised its rights under this sentence, the Collateral Agent shall, promptly
after the reasonable request of the applicable Grantor(s), cause such Securities Collateral to be transferred to, or request that
such Securities Collateral is registered in the name of, the applicable Grantor(s) to the extent it or its nominees holds an interest
in such Securities Collateral at such time. In addition, at any time, the Collateral Agent shall have the right to exchange certificates
representing or evidencing Securities Collateral for certificates of smaller or larger denominations.


 


Section
3.02       Perfection of Uncertificated Securities Collateral.
Each Grantor represents and warrants that the Collateral Agent has a perfected First Priority security interest in all uncertificated
Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Grantor hereby agrees that if reasonably
requested by the Collateral Agent, request the issuer of such Pledged Securities to cause such Pledged Securities to become certificated
and in the event such Pledged Securities become certificated, to deliver such Pledged Securities to the Collateral Agent in accordance
with the provisions of Section 3.01. Each Grantor hereby agrees, with respect to Pledged Securities that are partnership interests
or limited liability company interests, that after the occurrence and during the continuance of any Event of Default, upon request
by the Collateral Agent, such Grantor will (A) cause the Organizational Documents of each issuer that is a Subsidiary of a Grantor
to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of
the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the
provisions of Section 3.01.


 


Section
3.03       Maintenance of Perfected Security Interest.
Each Grantor represents and warrants that on the date hereof all financing statements, agreements (including the Intellectual Property
Security Agreement), instruments and other documents necessary to perfect the security interest granted by it to the Collateral
Agent in respect of the Collateral have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate,
duly executed form for filing in each governmental, municipal or other office specified in Schedule 3 hereof. Each Grantor agrees
that at its sole cost and expense, such Grantor will maintain the security interest created by this Agreement in the Collateral
as a perfected First Priority security interest.


 


Section
3.04       Other Actions for Perfection.
In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the
Collateral Agent’s security interest in the Collateral, each Grantor represents and warrants (as to itself) as follows and
agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Collateral:


 


 


 


 






    	 	9	 



     


    

 


(a)              
Instruments and Tangible
Chattel Paper. (i) As of the date hereof, no amounts payable in excess of $25,000 to such Grantor under or in connection
with any of the Collateral are evidenced by any Instrument or Tangible Chattel Paper other than Instruments and Tangible Chattel
Paper listed on Schedule 4 hereof and (ii) each Instrument and each item of Tangible Chattel Paper listed on Schedule 4 hereof,
has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by undated instruments of transfer or assignment
duly executed in blank. If any amount then payable under or in connection with any of the Collateral shall be evidenced by any
Instrument or Tangible Chattel Paper, the Grantor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any
event within ten Business Days after receipt thereof by such Grantor) endorse, assign and deliver the same to the Collateral Agent,
accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time
to time specify.


 


(b)              
Deposit Accounts.
(i) As of the date hereof, no Grantor has opened or maintains any Deposit Accounts other than the accounts listed in Schedule 8
hereof and (ii) the Collateral Agent has a perfected First Priority security interest in each Deposit Account listed in Schedule
8 hereof which security interest is perfected by Control. No Grantor shall hereafter establish and maintain any Deposit Account
unless (1) the applicable Grantor shall have given the Collateral Agent 15 days prior written notice of its intention to establish
such new Deposit Account with a depository bank, and (2) unless the Collateral Agent agrees in writing that it is not required,
such depository bank and such Grantor shall within 15 days of the opening of such new Deposit Account deliver to Collateral Agent
an executed Deposit Account Control Agreement with respect to such Deposit Account. No Grantor shall grant Control of any Deposit
Account to any Person other than the Collateral Agent.


 


(c)              
Investment Property.


 


(i)               
As of the date hereof, (1) no Grantor has any Securities Accounts or Commodity Accounts, and (2) no Grantor holds, owns
or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities.
No Grantor shall hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or
Commodity Intermediary unless (A) the applicable Grantor shall have given the Collateral Agent 30 days prior written notice of
its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary,
and (B) unless the Collateral Agent agrees in writing that it is not required, such Securities Intermediary or Commodity Intermediary,
as the case may be, and such Grantor shall within 15 days of opening such Commodity Account with such Securities Intermediary or
Commodity Intermediary deliver to Collateral Agent a duly executed control agreement in form and substance reasonably acceptable
with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and Investment
Property in trust for the benefit of the Collateral Agent and within ten (10) Business Days of actual receipt thereof, deposit
any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to the Collateral
Agent’s Control. No Grantor shall grant Control over any Investment Property to any Person other than the Collateral Agent.


 


(ii)             
If any Grantor shall at any time hold or acquire any certificated securities constituting Investment Property, such Grantor
shall promptly (1) endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer
or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (2) deliver
such securities into a Securities Account with respect to which a control agreement in form and substance acceptable to the Collateral
Agent is in effect in favor of the Collateral Agent.


 


(iii)           
If any securities now or hereafter acquired by any Grantor constituting Investment Property are uncertificated and are issued
to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof
and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (1) cause the issuer
to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or
such nominee, (2) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account
with respect to which the Collateral Agent has Control or (3) arrange for the Collateral Agent to become the registered owner of
such securities.


 


 


 


 






    	 	10	 



     


    

 


(d)              
Electronic Chattel Paper
and Transferable Records. As of the date hereof, no amount under or in connection with any of the Collateral is evidenced
by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201
of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions
Act as in effect in any relevant jurisdiction) in excess of $100,000 other than such Electronic Chattel Paper and transferable
records listed on Schedule 4 hereof.


 


Each Grantor will maintain
all (i) Electronic Chattel Paper in excess of $100,000 so that the Collateral Agent has Control of the Electronic Chattel Paper
and (ii) all transferable records so that the Collateral Agent has Control of the transferable records.


 


(e)              
Letter-of-Credit Rights.
If any Grantor is at any time a beneficiary under a Letter of Credit now or hereafter issued in favor of such Grantor, such Grantor
shall promptly notify the Collateral Agent thereof and such Grantor shall maintain all Letter-of-Credit Rights (when the value
of such Letter of Credit Rights, when combined with all such other Letter of Credit Rights, exceeds $100,000 in the aggregate)
assigned to the Collateral Agent so that the Collateral Agent has Control of the Letter-of-Credit Rights.


 


(f)               
Commercial Tort Claims.
On the date hereof, no Grantor holds any Commercial Tort Claim which might reasonably result in awarded damages (less any and all
legal and other expenses incurred or reasonably expected to be incurred by such Grantor) in excess of $100,000 that is not listed
on Schedule 9. Each Grantor will promptly give notice to the Collateral Agent of any Commercial Tort Claim (when the value of such
Commercial Tort Claim, when combined with all such other Commercial Tort Claims, exceeds $100,000 in the aggregate) that is commenced
in the future and will immediately execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary
action, to subject such Commercial Tort Claim to the First Priority security interest created under this Agreement.


 


(g)              
Landlord’s Access
Agreements/Bailee Letters. Each Grantor shall obtain as soon as practicable after the date hereof with respect to each
location where such Grantor maintains Collateral in excess of $100,000, a bailee letter and/or landlord access agreement, as applicable,
and use commercially reasonable efforts to obtain a bailee letter, landlord access agreement and/or landlord’s lien waiver,
as applicable, from all such bailees and landlords, as applicable, who from time to time have possession of Collateral in the ordinary
course of such Grantor’s business and if requested by the Collateral Agent.


 


Section
3.05       Joinder of Additional Grantors.
The Grantors shall cause each Subsidiary of a Grantor which, from time to time, after the date hereof shall be required to pledge
any assets to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the provisions of the Loan Agreement,
to execute and deliver to the Collateral Agent a Joinder Agreement within 30 days of the date on which it was acquired or created
and, upon such execution and delivery, such Subsidiary shall constitute a “Grantor” for all purposes
hereunder with the same force and effect as if originally named as a Grantor herein. Upon the execution and delivery by any Subsidiary
of a Joinder Agreement, the supplemental schedules attached to such Joinder Agreement shall be incorporated into and become part
of and supplement the Schedules to this Agreement and each reference to such Schedules shall mean and be a reference to such Schedules
as supplemented pursuant to each Joinder Agreement and from time to time. The execution and delivery of such Joinder Agreement
shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full
force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.


 


 


 


 






    	 	11	 



     


    

 


Section
3.06       Further Assurances.


 


(a)              
Further Assurances.
Each Grantor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements,
amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may deem necessary or appropriate
in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported
to be granted in the Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, and
enable the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral, including
the filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect
in any jurisdiction with respect to the security interest created hereby, the filing of the Intellectual Property Security Agreement
and supplemental Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States
Copyright Office and the execution and delivery of control agreements in favor of the Collateral Agent with respect to Securities
Accounts, Commodities Accounts and Deposit Accounts, all in a form satisfactory to the Collateral Agent and in such offices wherever
required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Collateral
as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties,
with respect to the Collateral. Without limiting the generality of the foregoing, but subject to applicable law, each Grantor shall
make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon request by the
Collateral Agent such lists, schedules, descriptions and designations of the Collateral, statements, copies of warehouse receipts,
bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security
agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances
or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Collateral
Agent may institute and maintain, in its own name or in the name of any Grantor, such suits and proceedings as the Collateral Agent
may deem necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Collateral.
All of the foregoing shall be at the sole cost and expense of the Grantors.


 


(b)              
Report. Within
30 days after the request of the Collateral Agent, but no more frequently than once per calendar quarter, the Grantors shall furnish
the Collateral Agent with a report listing for such quarter:


 


(i)              
any Subsidiary formed or acquired by any Grantor;


 


(ii)             
any certificated securities, uncertificated securities, other equity interests or Debt not held in a Securities Account
acquired by any Grantor;


 


(iii)            
any change in name or jurisdiction of organization of any Grantor as permitted by the Loan Documents;


 


(iv)            
any new location of Inventory or Equipment of any Grantor;


 


(v)              
all Promissory Notes, Instruments or Chattel Paper in excess of $100,000 received by any Grantor;


 


(vi)            
any Securities Account, Commodities Account or Deposit Account opened by any Grantor;


 


(vii)           
all applications for and registration received by any Grantor in respect of any Intellectual Property;


 


(viii)         
any Letter of Credit Rights in excess of $100,000 acquired by any Grantor; and


 


(ix)            
any Commercial Tort Claims in excess of $100,000 acquired by any Grantor.


 


 


 


 






    	 	12	 



     


    

 


ARTICLE IV

Representations, warranties and covenants


 


Each Grantor represents,
warrants and covenants as follows:


 


Section
4.01       Loan Agreement Representations. Each
Grantor makes the representations and warranties set forth in Article V of the Loan Agreement as they relate to the Grantors or
to the Loan Documents to which any Grantor is a party, each of which is hereby incorporated herein by reference, and the Collateral
Agent and the Secured Parties shall be entitled to rely on each of them as if they were fully set forth herein.


 


Section
4.02       Ownership of Property and No Other Liens. 


 


(a)              
Each Grantor has fee simple title to, or a valid leasehold interest in, all its real property, and good title to, or a valid
leasehold interest in, all its Collateral, and none of such property is subject to any Lien, claim, option or right of others,
except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties and Liens permitted
under the Loan Agreement. No Person other than the Collateral Agent has control or possession of all or any part of the Collateral,
except as permitted by the Loan Agreement.


 


(b)              
None of the Collateral constitutes, or is the Proceeds of, (i) Farm Products, (ii) As-Extracted Collateral, (iii) Manufactured
Homes, (iv) Health-Care-Insurance Receivables, (v) timber to be cut, (vi) aircraft, aircraft engines, satellites, ships or railroad
rolling stock. None of the account debtors or other Persons obligated on any of the Collateral is a Governmental Authority covered
by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral.


 


Section
4.03       Perfected First Priority Security Interest.
This Agreement is effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral and the Proceeds thereof. In the case of the certificated Pledged Securities,
when stock certificates representing such Pledged Securities are delivered to the Collateral Agent and in the case of the other
Collateral, when financing statements and other filings specified on Schedule 3 hereof in appropriate form are filed in the offices
specified on Schedule 3 hereof and other actions described in Schedule 3 hereof are taken, this Agreement shall constitute, and
will at all times constitute, a fully perfected First Priority Lien on, and security interest in, all rights, title and interest
of the Grantors in such Collateral and the Proceeds thereof, as security for the Secured Obligations.


 


Section
4.04       No Transfer of Collateral. No Grantor
shall sell, offer to sell, dispose of, convey, assign or otherwise transfer, or grant any option with respect to, restrict, or
grant, create, permit or suffer to exist any Lien on, any of the Collateral pledged by it hereunder or any interest therein except
as permitted by the Loan Agreement.


 


Section
4.05       Claims Against Collateral. Each
Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority security interest and Lien granted
to the Collateral Agent with respect thereto against all claims and demands of all Persons at any time claiming any interest therein
adverse to the Collateral Agent or any other Secured Party other than Liens permitted under the Loan Agreement. Except as expressly
permitted by the Loan Agreement or any other Loan Document, there is no agreement to which any Grantor is a party, order, judgment
or decree, and no Grantor shall enter into any agreement or take any other action, that could reasonably be expected to restrict
the transferability of any of the Collateral or otherwise impair or conflict with such Grantors’ obligations or the rights
of the Collateral Agent hereunder.


 


 


 


 






    	 	13	 



     


    

 


Section 4.06      
Other Financing
Statements. No financing statement or other instrument similar in effect covering all or any part of the Collateral
or listing such Grantor as debtor is on file in any recording office, except such as have been filed in favor of the Collateral
Agent pursuant to this Agreement or as otherwise permitted under the Loan Agreement. No Grantor shall execute, authorize or permit
to be filed in any recording office any financing statement or other instrument similar in effect covering all or any part of the
Collateral or listing such Grantor as debtor with respect to all or any part of the Collateral, except financing statements and
other instruments filed in respect of Liens permitted under the Loan Agreement.


 


Section 4.07      
Changes in Name,
Jurisdiction of Organization, Etc.


 


(a)              
On the date hereof, such Grantor’s type of organization, jurisdiction of organization, legal name, Federal
Taxpayer Identification Number, and chief executive office or principal place of business are indicated next to its name in Schedule
5 hereof. Schedule 5 also lists all of such Grantor’s jurisdictions and types of organization, legal names and locations
of chief executive office or principal place of business at any time during the four months preceding the date hereof, if different
from those referred to in the preceding sentence.


 


(b)              
Such Grantor shall not, except upon not less than 30 days’ prior written notice, or such lesser notice period agreed
to by the Collateral Agent, to the Collateral Agent, and delivery to the Collateral Agent of all additional financing statements,
information and other documents reasonably requested by the Collateral Agent or the Administrative Agent to maintain the validity,
perfection and priority of the security interests provided for herein:


 


(i)               
change its legal name, identity, type of organization or corporate structure;


 


(ii)             
change the location of its chief executive office or its principal place of business;


 


(iii)            
change its Federal Taxpayer Identification Number; or


 


(iv)            
change its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing,
organizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction).


 


Such Grantor shall,
prior to any change described in Section 4.07(b), take all actions requested by the Collateral Agent to maintain the perfection
and priority of the security interest of the Collateral Agent for the ratable benefit of the Secured Parties in the Collateral
intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organizational Documents
reflecting any of the changes described in this Section 4.07.


 


Section 4.08      
Location of Inventory
and Equipment.


 


(a)              
On the date hereof, the Inventory and the Equipment (other than mobile goods and goods in transit) of such Grantor
are kept at locations listed in Schedule 5 hereof. Schedule 5also lists the locations of such Grantor’s Inventory and the
Equipment (other than mobile goods and goods in transit) for the four months preceding the date hereof, if different from those
referred in the preceding sentence.


 


 


 


 






    	 	14	 



     


    

 


(b)              
Such Grantor shall not move any Equipment or Inventory with a value in excess of $100,000 to any location, other any location
that is listed in Schedule 5 hereof except upon not less than 30 days’ prior written notice, or such lesser notice period
agreed to by the Collateral Agent, to the Collateral Agent, of its intention so to do, clearly describing such new location and
providing such other information and documents to the Collateral Agent reasonably requested by the Collateral Agent to maintain
the validity, perfection and priority of the security interests provided for herein.


 


(c)              
Such Grantor shall, prior to any change described in Section 4.08(a), take all actions requested by the Collateral Agent
to maintain the perfection and priority of the security interest of the Collateral Agent for the ratable benefit of the Secured
Parties in the Collateral, if applicable; provided that, in no event shall any Equipment or Inventory of any Grantor be moved to
any location outside of the continental United States.


 


Section 4.09      
Pledged Securities
and Pledged Debt.


 


(a)              
Schedule 2 sets forth a complete and accurate list of all Pledged Securities and Pledged Debt held by such Grantor
as of the date hereof. The Pledged Securities pledged by such Grantor hereunder constitute all of the issued and outstanding Equity
Interests of each issuer owned by such Grantor. Such Equity Interests represent all of the outstanding Equity Interests of each
such issuer which is a Subsidiary except as noted in such Schedule. All of the Pledged Securities existing on the date hereof have
been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly
authorized, validly issued, fully paid and non-assessable. There is no amount or other obligation owing by any Grantor to any issuer
of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Grantor’s status
as a partner or a member of any issuer of the Pledged Securities. No Grantor is in default or violation of any material provisions
of any agreement to which such Grantor is a party relating to the Pledged Securities.


 


(b)              
All of the Pledged Debt described on Schedule 2 has been duly authorized, authenticated or issued, and delivered and is
the legal, valid and binding obligation of the issuers thereof, enforceable in accordance with their respective terms (subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to
or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at
law)) and is not in default. The Pledged Debt constitutes all of the issued and outstanding intercompany indebtedness owing to
such Grantor and if evidenced by promissory notes, such notes have been delivered to the Collateral Agent.


 


(c)              
No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the
foregoing been asserted or alleged against such Grantor by any Person with respect thereto, and there are no certificates, instruments,
documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities or Pledged
Debt, if any, that have been delivered to the Collateral Agent) which evidence any Pledged Securities or Pledged Debt of such Grantor.


 


(d)              
Each Grantor shall, upon obtaining any Pledged Securities or Pledged Debt of any Person, accept the same in trust for the
benefit of the Collateral Agent and promptly (but in any event within ten Business Days after receipt thereof) deliver to the Collateral
Agent an updated Schedule 2, and the certificates and other documents required under Section 3.01 and Section 3.02 in respect of
the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the Lien hereby
created on such additional Pledged Securities or Pledged Debt.


 


Section
4.10       Approvals. In the event that the
Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement
and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then,
upon the request of the Collateral Agent, such Grantor agrees to assist the Collateral Agent in obtaining as soon as practicable
any necessary approvals or consents for the exercise of any such remedies, rights and powers.


 


 


 






    	 	15	 



     


    

 


Section
4.11       Collateral Information. All information
set forth herein, including the schedules annexed hereto, and all information contained in any documents, schedules and lists heretofore
delivered to the Collateral Agent or any Secured Party, in connection with this Agreement, in each case, relating to the Collateral,
is accurate and complete. The Collateral described on the schedules hereof constitutes all of the property of such type of Collateral
owned or held by the Grantors.


 


Section
4.12       Insurance. In the event that the
proceeds of any insurance claim are paid to any Grantor after the Collateral Agent has exercised its right to foreclose on all
or any part of the Collateral during the existence of an Event of Default, such Net Cash Proceeds shall be held in trust for the
benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in
accordance with the Loan Agreement.


 


Section
4.13       Compliance With Laws. Each Grantor
shall pay promptly when due all Claims upon the Collateral or incurred in connection with the use or operation of the Collateral
or incurred in connection with this Agreement. All Claims imposed upon or assessed against the Collateral have been paid and discharged
except to the extent such Claims constitute a Lien not yet due and payable which is a Contested Lien or a Lien permitted by the
Loan Agreement. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the
Collateral Agent may (following notice to the Grantor, to the extent practicable) do so for the account of such Grantor and the
Grantors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent
under this Section 4.13 in accordance with Section 9.08. Each Grantor shall comply with all Legal Requirements applicable to the
Collateral the failure to comply with which would reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect.


 


Section 4.14      
Intellectual
Property.


 


(a)              
Schedule 6 lists all patents and pending applications, registered trademarks and pending applications, registered domain
names, registered copyrights and pending applications and material Intellectual Property Licenses owned by such Grantor;


 


(b)              
all Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned;


 


(c)              
except as described on Schedule 6 such Grantor is the exclusive owner of all right, title and interest in and to, or has
the right to use, all such Intellectual Property Collateral;


 


(d)              
consummation and performance of this Agreement will not result in the invalidity, unenforceability or impairment of any
such Intellectual Property Collateral, or in default or termination of any material Intellectual Property License;


 


(e)              
except as described on Schedule 6, there are no outstanding holdings, decisions, consents, settlements, decrees, orders,
injunctions, rulings or judgments that would limit, cancel or question the validity or enforceability of any such Intellectual
Property Collateral or such Grantor’s rights therein or use thereof;


 


(f)               
to such Grantor’s knowledge, except as described on Schedule 6, the operation of such Grantor’s business and
such Grantor’s use of Intellectual Property Collateral in connection therewith, does not materially infringe or misappropriate
the intellectual property rights of any other Person;


 


 


 


 






    	 	16	 



     


    

 


(g)              
except as described in Schedule 6, no action or proceeding is pending or, to such Grantor’s actual knowledge after
due inquiry, threatened (i) seeking to limit, cancel or question the validity of any Intellectual Property Collateral or such Grantor’s
ownership interest or rights therein, (ii) which, if adversely determined, could have a Material Adverse Effect on the value of
any such Intellectual Property Collateral or (iii) alleging that any such Intellectual Property Collateral, or such Grantor’s
use thereof in the operation of its business, infringes or misappropriates the intellectual property rights of any Person; and


 


(h)              
to such Grantor’s actual knowledge after due inquiry, there has been no Material Adverse Effect on such Grantor’s
rights in its material Trade Secrets as a result of any unauthorized use, disclosure or appropriation by or to any Person, including
such Grantor’s current and former employees, contractors and agents.


 


Section
4.15       Inspection of Collateral. Each
Grantor shall keep the Collateral in good order and repair, ordinary wear and tear excepted, and will not use the same in violation
of applicable Legal Requirements or any policy of insurance thereon. Each Grantor shall permit the Collateral Agent, or its designee,
to inspect the Collateral at any reasonable time, wherever located, but not more frequently than once per calendar quarter.


 


ARTICLE V

Securities collateral


 


Section
5.01       Existing Voting Rights and Distributions. 


 


(a)              
So long as no Event of Default shall have occurred and be continuing:


 


(i)                
Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral
or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Document;
provided, however, that no Grantor shall in any event exercise such rights in any manner which would reasonably be expected to
have a Material Adverse Effect.


 


(ii)             
Each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions,
if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that any and all such Distributions
consisting of rights or interests in the form of securities shall be immediately delivered to the Collateral Agent to hold as Collateral
and shall, if received by any Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other
property or funds of such Grantor and be promptly (but in any event within ten Business Days after receipt thereof) delivered to
the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).


 


(b)              
The Collateral Agent shall be deemed without further action to have granted to each Grantor all necessary consents relating
to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of such Grantor,
from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor
may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise
pursuant to Section 5.01(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section
5.01(a)(ii).


 


 


 


 






    	 	17	 



     


    

 


(c)              
Upon the occurrence and during the continuance of any Event of Default:


 


(i)                
All rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise
pursuant to Section 5.01(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent,
which shall have the sole right to exercise such voting and other consensual rights.


 


(ii)             
All rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant
to Section 5.01(a)(ii) shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which
shall have the sole right to receive and hold such Distributions as Collateral.


 


(d)              
Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate
instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights
which it may be entitled to exercise pursuant to Section 5.01(c)(i) and to receive all Distributions which it may be entitled to
receive under Section 5.01(c)(ii).


 


(e)              
All Distributions which are received by any Grantor contrary to the provisions of Section 5.01(a)(ii) or Section 5.01(c)
shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall
promptly (but in any event within ten Business Days after receipt thereof by such Grantor) be paid over to the Collateral Agent
as Collateral in the same form as so received (with any necessary endorsement).


 


Section
5.02       Certain Agreements of Grantors. 


 


(a)              
In the case of each Grantor which is an issuer of Securities Collateral, such Grantor agrees to be bound by the terms of
this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable
to it.


 


(b)              
In the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability
company or other entity, such Grantor hereby (i) consents to the extent required by the applicable Organizational Document to the
pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company
or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities
to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner,
shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of
a general partner, limited partner, shareholder or member, as the case may be, and (ii) irrevocably waives any and all provisions
of the applicable Organizational Documents that conflict with the terms of this Agreement or prohibit, restrict, condition or otherwise
affect the grant hereunder of any Lien on any of the Collateral or any enforcement action which may be taken in respect of any
such Lien.


 


ARTICLE VI

Intellectual property collateral


 


Section
6.01       Intellectual Property License.
For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies
under Article VIII hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies,
and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent of such Grantor’s rights and
effective only during the continuance of an Event of Default, an irrevocable, non-exclusive license, subject, in the case of Trademarks,
to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks,
to use and sublicense any of the Intellectual Property Collateral then owned by or licensed to such Grantor. Such license shall
include access to all devices, products and media in which any of the Intellectual Property Collateral is embodied, embedded, recorded
or stored and to all computer programs used for the compilation or printout hereof.


 


 


 


 






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Section
6.02       Dealing With Intellectual Property.
On a continuing basis, each Grantor shall, at its sole cost and expense:


 


(a)              
promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding
or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent
and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use
any of the material Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral
or its right to keep and maintain such registration in full force and effect;


 


(b)              
maintain and protect the material Intellectual Property Collateral as presently used and operated and as contemplated by
the Loan Agreement;


 


(c)              
not permit to lapse or become abandoned any material Intellectual Property Collateral as presently used and operated and
as contemplated by the Loan Agreement, and not settle or compromise any pending or future litigation or administrative proceeding
with respect to such Intellectual Property Collateral, in each case except as shall be consistent with commercially reasonable
business judgment;


 


(d)              
upon such Grantor obtaining actual knowledge after due inquiry thereof, promptly notify the Collateral Agent in writing
of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the material Intellectual
Property Collateral or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or
any legal process against the Intellectual Property Collateral or any portion thereof;


 


(e)              
not license the Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to,
the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely
affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property
Collateral or the Lien on and security interest in the Intellectual Property Collateral created hereby, without the consent of
the Collateral Agent;


 


(f)               
diligently keep adequate records respecting its Intellectual Property Collateral; and


 


(g)              
furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor reasonably
detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other
materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time
reasonably request, but no more frequently than once per calendar quarter.


 


Section 6.03      
Additional Intellectual
Property.


 


(a)              
If any Grantor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral
or (i) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension
thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any
improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item
enumerated in Section 6.03(a)(i) or Section 6.03(a)(ii) with respect to such Grantor shall automatically constitute Intellectual
Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject
to the Lien and security interest created by this Agreement without further action by any party.


 


 


 


 






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(b)              
Each Grantor shall promptly within 45 days of the end of each fiscal quarter (i) provide to the Collateral Agent
written notice of any of the foregoing and (ii) upon the Collateral Agent’s request, confirm the attachment of the Lien and
security interest created by this Agreement to any rights described Section 6.03(a)(i) or Section 6.03(a)(ii) by execution of an
instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably
necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property
Collateral, including by execution and filing of a supplemental Intellectual Property Security Agreement in accordance with Section
3.06. Further, each Grantor authorizes the Collateral Agent to modify this Agreement by amending Schedule 6 hereof to include any
such Intellectual Property Collateral of such Grantor.


 


Section 6.04      
Intellectual
Property Litigation. Unless there shall occur and be continuing any Event of Default, each Grantor shall have the
right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense
of the Grantors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions
to prevent the infringement, misappropriation, counterfeiting, unfair competition, dilution, diminution in value or other damage
as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the
Intellectual Property Collateral and/or bring suit in the name of any Grantor, the Collateral Agent or the Secured Parties to enforce
the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Grantor shall, at the reasonable
request of the Collateral Agent, do any and all commercially reasonable acts and execute any and all documents reasonably requested
by the Collateral Agent in aid of such enforcement and the Grantors shall promptly reimburse and indemnify the Collateral Agent
for all reasonable costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.04 in
accordance with Section 9.08. In the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual
Property Collateral as permitted by this Section 6.04 and an Event of Default has occurred and is continuing, each Grantor agrees,
at the reasonable request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding
or other action, to prevent the infringement, misappropriation, counterfeiting, unfair competition, dilution, diminution in value
of or other damage to any of the Intellectual Property Collateral by others and for that purpose agrees to diligently maintain
any suit, proceeding or other action against any Person so infringing necessary to prevent such infringement.


 


Section
6.05       Foreign Intellectual Property.
No Grantor shall be responsible for any costs or expenses, legal or otherwise, incurred by the Collateral Agent in connection
with the perfection of the security interest created hereby in foreign Intellectual Property Collateral and Intellectual
Property Licenses, for registrations and filings in jurisdictions located outside of the United States or covering rights in
such jurisdictions relating to such foreign Intellectual Property Collateral and Intellectual Property
Licenses.


 


ARTICLE VII

Receivables


 


Section
7.01       Dealing With Receivables. Each
Grantor shall keep and maintain at its own cost and expense complete records of each Receivable, including records of all payments
received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Grantor shall,
at such Grantor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and
during the continuance of any Event of Default, deliver copies of all tangible evidence of Receivables, including copies of all
documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives.
Each Grantor shall legend, at the request of the Collateral Agent and in form and manner satisfactory to the Collateral Agent,
the Receivables and the other books, records and documents of such Grantor evidencing or pertaining to the Receivables with an
appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the ratable benefit of the
Secured Parties and that the Collateral Agent has a security interest therein.


 


 


 


 






    	 	20	 



     


    

 


Section
7.02       Modification of Receivables. Other
than in the ordinary course of business consistent with its past practice or as permitted under the Loan Agreement, such Grantor
will not (a) grant any extension of the time of payment of any Receivable, (b) compromise or settle any Receivable for less than
the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any Receivable, (d) allow any credit
or discount whatsoever on any Receivable or (e) amend, supplement or modify any Receivable in any manner that could adversely affect
the value thereof.


 


ARTICLE VIII

Remedies


 


Section
8.01       Remedies. 


 


(a)              
If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise, without any other notice
to or demand upon any Grantor, in addition to the other rights and remedies provided for herein or in any other Loan Document or
otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies
to the affected Collateral) and also may:


 


(i)               
require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent
immediately, assemble the Collateral or any part thereof, as directed by the Collateral Agent and make it available to the Collateral
Agent at a place and time to be designated by the Collateral Agent;


 


(ii)             
without notice except as specified below, sell, resell, assign and deliver or grant a license to use or otherwise dispose
of the Collateral or any part thereof, in one or more parcels at public or private sale, at any of the Collateral Agent’s
offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially
reasonable;


 


(iii)           
subject to the terms of any applicable Collateral Access Agreement, occupy any premises owned or leased by any of the Grantors
where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and
remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and


 


(iv)            
exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise
in respect of the Collateral, including without limitation, (A) any and all rights of such Grantor to demand or otherwise require
payment of any amount under, or performance of any provision of, the Contracts, the Receivables, and the other Collateral, (B)
withdraw, or cause or direct the withdrawal of, all funds with respect to the Deposit Accounts, (C) exercise all other rights and
remedies with respect to the Receivables, and the other Collateral, including without limitation, those set forth in Section 9-607
of the UCC and (D) exercise any and all voting, consensual and other rights with respect to any Collateral.


 


(b)              
Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such
Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable
notification. At any sale of the Collateral, if permitted by applicable law, the Collateral Agent may be the purchaser, licensee,
assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply
any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such
sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the
Collateral Agent arising out of the exercise by it of any rights hereunder. Each Grantor hereby waives and releases to the fullest
extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder,
and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. The Collateral
Agent shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor
shall it be under any obligation to take any action with regard thereto. The Collateral Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral
Agent to dispose of the Collateral or any portion thereof by utilizing internet sites that routinely provide for the auction of
assets of the type included in the Collateral. The Collateral Agent shall not be obligated to clean-up or otherwise prepare the
Collateral for sale.


 


 


 






    	 	21	 



     


    

 


(c)              
If any Event of Default shall have occurred and be continuing, all payments received by any Grantor in respect of the Collateral
shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall
be forthwith paid over the Collateral Agent in the same form as so received (with any necessary endorsement).


 


(d)              
If any Event of Default shall have occurred and be continuing, the Collateral Agent may, without notice to any Grantor except
as required by law and at any time or from time to time, charge, set off and otherwise apply all or part of the Secured Obligations
against any funds deposited with it or held by it.


 


(e)              
If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Grantor
shall execute and deliver to the Collateral Agent an assignment or assignments of any or all of the Intellectual Property Collateral
and such other documents and take such other actions as are necessary or appropriate to carry out the intent and purposes hereof.
Within five Business Days of written notice thereafter from the Collateral Agent, each Grantor shall make available to the Collateral
Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date
of the Event of Default as the Collateral Agent may reasonably designate to permit such Grantor to continue, directly or indirectly,
to produce, advertise and sell the products and services sold by such Grantor under the Intellectual Property Collateral, and such
persons shall be available to perform their prior functions on the Collateral Agent’s behalf.


 


(f)               
If the Collateral Agent shall determine to exercise its right to sell all or any of the Securities Collateral of any Grantor
pursuant to this Section 8.01, each Grantor agrees that, upon request of the Collateral Agent, such Grantor will, at its own expense:


 


(i)               
provide the Collateral Agent with such information and projections as may be necessary or, in the opinion of the Collateral
Agent, advisable to enable the Collateral Agent to effect the sale of such Securities Collateral; and


 


(ii)             
do or cause to be done all such other acts and things as may be necessary to make such sale of such Securities Collateral
or any part thereof valid and binding and in compliance with applicable law.


 


(g)              
Subject to the confidentiality provisions set forth in the Loan Agreement, the Collateral Agent is authorized, in connection
with any sale of the Securities Collateral pursuant to this Section 8.01, to deliver any information provided to it by any Grantor
at any time.


 


(h)              
Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Collateral
Agent and the Secured Parties by reason of the failure of such Grantor to perform any of the covenants contained in Section 8.01(f);
and consequently, agrees that, if such Grantor shall fail to perform any of such covenants, it will pay, as liquidated damages
and not as a penalty, an amount equal to the value of the Securities Collateral on the date the Collateral Agent demands compliance
with Section 8.01(f).


 


Section
8.02       No Waiver and Cumulative Remedies.
The Collateral Agent shall not by any act (except by a written instrument pursuant to Section 9.06), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the
Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or
exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies provided by law.


 


 


 


 






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Section
8.03       Application of Proceeds. Upon the
exercise by the Collateral Agent of its remedies hereunder, any proceeds received by the Collateral Agent in respect of any realization
upon any Collateral shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement,
in accordance with the Loan Agreement. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed
by the Collateral Agent to collect such deficiency.


 


ARTICLE IX

MISCELLANEOUS


 


Section
9.01       Concerning Collateral Agent. 


 


(a)              
Appointment.
The Collateral Agent has been appointed as collateral agent in the Loan Agreement and shall act in accordance with the terms of
the Loan Agreement. The Collateral Agent may exercise or refrain from exercising any rights (including making demands and giving
notices) and take or refrain from taking any action (including the release or substitution of the Collateral), in accordance with
this Agreement and the Loan Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and
shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The
Collateral Agent may resign, and a successor Collateral Agent may be appointed in the manner provided in the Loan Agreement. On
the acceptance of appointment as the successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the
retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring
Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be
taken by it under this Agreement while it was the Collateral Agent.


 


(b)              
Duty of care.
The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in
its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with its own property consisting of similar instruments or interests. Neither the Collateral Agent nor any of the Secured
Parties shall have responsibility for (i) ascertaining or taking action whatsoever with regard to any Collateral (including matters
relating to the Pledged Securities, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge
of such matters) or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral.


 


(c)              
Reliance.
The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any
telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with
respect to all matters pertaining to this Agreement and its duties hereunder.


 


(d)              
Conflict.
If any item of Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions
of such other document in respect of such collateral, the provisions of this Agreement shall control unless the other deed of trust,
mortgage, security agreement, pledge or instrument expressly states otherwise.


 


Section
9.02       Performance By Collateral Agent.
Provided that such action does not violate any applicable Legal Requirements, if any Grantor shall fail to perform any covenants
contained in this Agreement (including covenants to pay insurance, taxes and claims arising by operation of law in respect of the
Collateral and to pay or perform any Grantor obligations under any Collateral) or if any representation or warranty on the part
of any Grantor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) following notice to
such Grantor of such failure to perform and such Grantor’s failure to remedy such failure within a commercially reasonable
time period, do the same or cause it to be done or remedy any such breach, and may make payments for such purpose; provided, however,
that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation
which such Grantor fails to pay or perform as and when required hereby and which such Grantor does not contest in accordance with
the provisions of the Loan Agreement. Any and all amounts so paid by the Collateral Agent shall be reimbursed by the Grantors in
accordance with the provisions of Section 9.08. Neither the provisions of this Section 9.02 nor any action taken by the Collateral
Agent pursuant to the provisions of this Section 9.02 shall prevent any such failure to observe any covenant contained in this
Agreement nor any breach of representation or warranty from constituting an Event of Default.


 


 


 






    	 	23	 



     


    

 


Section
9.03       Power of Attorney. Each Grantor
hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Grantor
and in the name of such Grantor, or otherwise, from time to time during the existence and continuance of any Event of Default,
to take any action and to execute any instrument consistent with the terms of the Loan Agreement and the other Loan Documents which
the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated
to and neither the Collateral Agent nor any Secured Party shall have any liability to such Grantor or any third party for failure
to so do or take action). Except where prior notice is expressly required by the terms of this Agreement, the Collateral Agent
shall use commercially reasonable efforts to provide notice to the Grantor prior to taking any action taken in the preceding sentence,
provided that failure to deliver such notice shall not limit the Collateral Agent’s right to take such action or the validity
of any such action. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall
be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by
virtue hereof.


 


Section
9.04       Continuing Security Interest and Assignment.
This Agreement shall create a continuing security interest in the Collateral and shall (a) be binding upon the Grantors, their
respective successors and assigns and (b) inure, together with the rights and remedies of the Collateral Agent hereunder, to the
benefit of the Collateral Agent and the other Secured Parties and each of their respective permitted successors, transferees and
assigns and their respective officers, directors, employees, affiliates, agents, advisors and controlling Persons; provided that,
no Grantor shall assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent
of the Collateral Agent and any attempted assignment or transfer without such consent shall be null and void. Without limiting
the generality of the foregoing subsection (b), any Secured Party may assign or otherwise transfer any indebtedness held by it
secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Loan Agreement.


 


Section
9.05       Termination and Release. 


 


(a)              
At such time as the Loans and the other Secured Obligations shall have been paid in full (other than contingent indemnification
obligations in which no claim has been made or is reasonably foreseeable), the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral
Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or any further action by any party, and
all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination,
the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder and execute and deliver
to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.


 


(b)              
If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by
the Loan Agreement, then the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent,
at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases and other documents reasonably
necessary or advisable for the release of the Liens created hereby on such Collateral; provided that the Grantors shall provide
to the Collateral Agent evidence of such transaction’s compliance with the Loan Agreement and the other Loan Documents as
the Collateral Agent shall reasonably request. At the request and sole expense of the Grantors, a Grantor shall be released from
its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed
of in a transaction permitted by the Loan Agreement; provided that the Grantors shall have delivered to the Collateral Agent, at
least five Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the proposed
release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable
detail, including the price thereof and any expenses in connection therewith, together with a certification by the Grantors stating
that such transaction is in compliance with the Loan Agreement and the other Loan Documents.


 


 


 


 






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Section
9.06       Modification in Writing. None of
the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure
by any Grantor therefrom shall be effective, except by a written instrument signed by the Collateral Agent in accordance with the
terms of the Loan Agreement. Any amendment, modification or supplement of any provision hereof, any waiver of any provision hereof
and any consent to any departure by any Grantor from the terms of any provision hereof in each case shall be effective only in
the specific instance and for the specific purpose for which made or given. This Agreement shall be construed as a separate agreement
with respect to each Grantor and may be amended, modified, supplemented, terminated or waived with respect to any Grantor without
the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.


 


Section
9.07       Notices. Unless otherwise provided
herein, any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall
be given in the manner and become effective as set forth in the Loan Agreement, and, as to any Grantor, addressed to it at the
address of such Grantor set forth in Schedule 1 hereof and as to the Collateral Agent, addressed to it at the address set forth
in the Loan Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other
party.


 


Section
9.08       Indemnity and Expenses. 


 


(a)              
Each Grantor shall indemnify the Collateral Agent (and any sub-agent thereof), each other Secured Party, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) in accordance with
Section 9.03 of the Loan Agreement, including that an Indemnitee will not be entitled to collect Excluded Damages from a Grantor.


 


(b)              
To the fullest extent permitted by applicable law, each Grantor hereby agrees not to assert, and hereby waives, any Indemnitee
on any theory of liability for Excluded Damages arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any extension
of credit or the use of proceeds thereof.


 


(c)              
Each Grantor agrees to pay or reimburse the Collateral Agent for all its costs and expenses incurred in collecting against
such Grantor its Secured Obligations or otherwise protecting, enforcing or preserving any rights or remedies under this Agreement
and the other Loan Documents to which such Grantor is a party, including the fees and other charges of counsel to the Collateral
Agent.


 


(d)              
All amounts due under this Section 9.08 shall be payable not later than 15 days after demand therefor, shall constitute
Secured Obligations and, if such amounts remain unpaid for 15 days, then such unpaid amounts shall bear interest until paid at
a rate per annum equal to the highest rate per annum at which interest would then be payable on any past due Loan under the Loan
Agreement.


 


(e)              
Without prejudice to the survival of any other agreement of any Grantor under this Agreement or any other Loan Documents,
the agreements and obligations of each Grantor contained in this Section 9.08 shall survive termination of the Loan Documents and
payment in full of the Obligations and all other amounts payable under this Agreement.


 


Section
9.09       Governing Law, Consent to Jurisdiction and Waiver
of Jury Trial. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort
or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall
be governed by, and construed in accordance with, the laws of the State of Delaware. The other provisions of Sections 9.09 (Governing
Law; Jurisdiction; Consent to Service of Process) and Section 9.10 (Waiver of Jury Trial) of the Loan Agreement are incorporated
herein, mutatis mutandis, as if a part hereof.


 


 


 


 






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Section
9.10       Severability of Provisions. Any
provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting
the validity, legality or enforceability of such provision in any other jurisdiction.


 


Section
9.11       No Release. Nothing set forth in
this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder,
shall relieve any Grantor from the performance of any term, covenant, condition or agreement on such Grantor’s part to be
performed or observed in respect of any of the Collateral or from any liability to any Person in respect of any of the Collateral
or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant,
condition or agreement on such Grantor’s part to be so performed or observed or shall impose any liability on the Collateral
Agent or any other Secured Party for any act or omission on the part of such Grantor relating thereto or for any breach of any
representation or warranty on the part of such Grantor contained in this Agreement, the Loan Agreement or the other Loan Documents,
or in respect of the Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither
the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other
documents included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be
obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any
such contract, agreement or other document included in the Collateral. The obligations of each Grantor contained in this Section
9.11 shall survive the termination hereof and the discharge of such Grantor’s other obligations under this Agreement, the
Loan Agreement and the other Loan Documents.


 


Section 9.12      
Obligations Absolute.
Each Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended,
Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description.
All obligations of each Grantor hereunder shall be absolute and unconditional irrespective of:


 


(a)              
any illegality or lack of validity or enforceability of any Secured Obligation or any Loan Document or any related agreement
or instrument;


 


(b)              
any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations or any other obligation
of any Loan Party under any Loan Document, or any amendment or other modification of any Loan Document or any other agreement,
including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;


 


(c)              
any taking, exchange, substitution, release, impairment or non-perfection of any Collateral, or any taking, release, impairment,
amendment, waiver or other modification of any guaranty, for the Secured Obligations;


 


(d)              
any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to
all or part of the Secured Obligations;


 


(e)              
any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;


 


(f)               
any change, restructuring or termination of the corporate structure, ownership or existence of any Loan Party or any of
its Subsidiaries;


 


(g)              
any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial
or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured
Party; each Grantor waiving any duty of the Secured Parties to disclose such information;


 


 


 


 






    	 	26	 



     


    

 


(h)              
the failure of any other Person to execute or deliver this Agreement, any Joinder Agreement or any other agreement or the
release or reduction of liability of any Grantor or other grantor or surety with respect to the Secured Obligations;


 


(i)                
the failure of any Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions
of any Loan Document or otherwise;


 


(j)                
any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available
to, or be asserted by, any Grantor against any Secured Party; or


 


(k)              
any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans
or any existence of or reliance on any representation by any Secured Party that might vary the risk of any Grantor or otherwise
operate as a defense available to, or a legal or equitable discharge of, any Loan Party or any other guarantor or surety.


 


Section 9.13      
Counterparts;
Integration; Effectiveness. This Agreement and any amendments, waivers, consents or supplements hereto may be executed
in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all
taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements
with respect to fees payable to the Collateral Agent, constitute the entire contract among the parties with respect to the subject
matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Except as provided
in Article VI (Conditions Precedent) of the Loan Agreement, this Agreement shall become effective when it shall have been executed
by the Collateral Agent and when the Collateral Agent shall have received counterparts hereof signed by each of the other parties
hereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic PDF format shall
be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,”
“signed,” “signature,” and words of similar import in this Agreement shall
be deemed to include electronic or digital signatures or electronic records, each of which shall be of the same effect, validity,
and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and
as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C.
§§ 7001 to 7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA.


 


[ Signature Page Follows ]


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	27	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Security Agreement to be executed as of the date first written above by their respective officers thereunto duly
authorized.


 


	 	GRANTORS:
	 	 	 
	 	SCG Holding, LLC
	 	 	 
	 	 	 
	 	By: 	/s/ Justin
Dye
	 	Name: Justin Dye
	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	PBS HoldCo LLC
	 	 	 
	 	 	 
	 	By:	 /s/
    Justin Dye
	 	Name: Justin Dye
	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	Mesa Organics Ltd.
	 	 	 
	 	 	 
	 	By:	 /s/
    Justin Dye
	 	Name: Justin Dye
	 	Title: Chief Executive Officer
	 	 	 



 


 


 


 


 


 


 


 


 


 






    	 	28	 



     


    

 


	 	Mesa Organics II Ltd
	 	 	 
	 	 	 
	 	By:	 /s/
    Justin Dye
	 	Name: Justin Dye
	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	Mesa Organics III Ltd
	 	 	 
	 	 	 
	 	By:	/s/
    Justin Dye
	 	Name: Justin Dye
	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	Mesa Organics IV Ltd
	 	 	 
	 	 	 
	 	By:	/s/
    Justin Dye
	 	Name: Justin Dye
	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	COLLATERAL AGENT:
	 	 	 
	 	GGG Partners, LLC
	 	 	 
	 	 	 
	 	By:	 /s/
    Katie Goodman
	 	Name: Katie Goodman
	 	Title: Managing Member



 


 


 


 


 


 






    	 	29	 



     


    

 


EXHIBIT A


 


FORM OF JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT
(the “Joinder Agreement”), dated as of {DATE} is made by {JOINING GRANTOR}, a {STATE OF ORGANIZATION}
{ENTITY TYPE} (the “Joining Grantor”), and delivered to GGG Partners, LLC, a Georgia limited liability
company, in its capacity as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral
Agent”) under that certain Security Agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated as of {DATE} made by and among SCG Holding LLC,
a Colorado limited liability company, PBS HoldCo LLC, a Colorado limited liability company, Mesa Organics Ltd., a Colorado limited
liability company, Mesa Organics II Ltd, a Colorado limited liability company, Mesa Organics III Ltd, a Colorado limited liability
company, and Mesa Organics IV Ltd, a Colorado limited liability company (each, a “Grantor” and collectively,
the “Grantors”), in favor of the Collateral Agent.


 


WHEREAS, the Joining
Grantor is a Subsidiary of Grantor and required by the terms of the Loan Agreement to become a Guarantor (as defined in the Loan
Agreement) and be joined as a party to the Security Agreement as a Grantor;


 


WHEREAS, this Joinder
Agreement supplements the Security Agreement and is delivered by the Joining Grantor pursuant to Section 3.05 of the Security Agreement;
and


 


WHEREAS, the Joining
Grantor will materially benefit directly and indirectly from the Loans made available and to be made available to the Grantors
by the Lender under the Loan Agreement;


 


NOW, THEREFORE, the
Joining Grantor hereby agrees as follows with the Collateral Agent, for the ratable benefit of the Secured Parties:


 


1. Joinder.
The Joining Grantor hereby irrevocably, absolutely and unconditionally becomes a party to the Security Agreement as a Grantor and
agrees to be bound by all the terms, conditions, covenants, obligations, liabilities and undertakings of each Grantor or to which
each Grantor is subject thereunder, all with the same force and effect as if the Joining Grantor were a signatory to the Security
Agreement. Without limiting the generality of the foregoing, as collateral security for the payment and performance in full of
all the Secured Obligations, the Joining Grantor hereby pledges to the Collateral Agent for the ratable benefit of the Secured
Parties, and grants to the Collateral Agent for the ratable benefit of the Secured Parties a Lien on and security interest in and
to, all of its right, title and interest in, to and under the Collateral owned by it, wherever located, and whether now existing
or hereafter arising or acquired from time to time and expressly assumes all obligations and liabilities of a Grantor thereunder.


 


2. Affirmations.
The Joining Grantor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the
Grantors contained in the Security Agreement. The Joining Grantor also represents and warrants to the Collateral Agent and the
Secured Parties that (i) it has the {corporate} power and authority, and the legal right, to make, deliver and perform this Joinder
Agreement and has taken all necessary {corporate} action to authorize the execution, delivery and performance of this Joinder Agreement;
(ii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any
other Person that has not been obtained, made or completed is required in connection with the execution, delivery and performance,
validity or enforceability of this Joinder Agreement; (iii) this Joinder Agreement has been duly executed and delivered on behalf
of the Joining Grantor; and (iv) this Joinder Agreement constitutes a legal, valid and binding obligation of the Joining Grantor
enforceable against such Joining Grantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.


 


 


 






    	 	30	 



     


    

 


3. Supplemental
Schedules. Attached to this Joinder Agreement are duly completed schedules (the “Supplemental Schedules”)
supplementing the respective Schedules to the Security Agreement. The Joining Grantor represents and warrants that the information
contained on each of the Supplemental Schedules with respect to such Joining Grantor and its properties is true, complete and accurate
as of the date hereof. Such Supplemental Schedules shall be deemed to be part of the Security Agreement.


 


4. Severability.
The provisions of this Joinder 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 Joinder Agreement shall be construed as if such invalid or unenforceable provision had never
been contained herein.


 


5. Counterparts.
This Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page to this Joinder Agreement by facsimile or in electronic PDF format shall be effective as delivery
of a manually executed counterpart of this Joinder Agreement.


 


6. Delivery.
The Joining Grantor hereby irrevocably waives notice of acceptance of this Joinder Agreement and acknowledges that the Secured
Obligations are incurred, and credit extensions under the Loan Agreement and the other Loan Documents made and maintained, in reliance
on this Joinder Agreement and the Joining Grantor’s joinder as a party to the Security Agreement as herein provided.


 


7. Governing Law;
Venue; Waiver of Jury Trial. This Joinder Agreement and any claim, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Joinder Agreement and the transactions contemplated hereby
and thereby shall be governed by and construed in accordance with the laws of Delaware. The provisions of Section 9.09 of the Security
Agreement are hereby incorporated by reference as if fully set forth herein.


 


[ Signature Page Follows ]


 


 


 


 


 


 


 


 


 


 






    	 	31	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Joinder Agreement to be executed as of the date first written above by their respective officers
thereunto duly authorized.


 


{NAME OF JOINING GRANTOR} 


 


 


By:                                                                              


Name: 


Title:


 


Address for Notices: 


 


                                                                              


                                                                              


                                                                              


Email:


 


AGREED TO AND ACCEPTED:


 


GGG Partners LLC, as Collateral
Agent


 


 


By:                                                                               


Name: 


Title:


 


 


Address for Notices: 


 


                                                                              


                                                                              


                                                                              


Email:


 


 


 


 


 






    	 	32	 



     


    

 


Schedule 1


 


Notices


 


c/o Medicine Man Technologies, Inc.


4880 Havana Street, Suite 201


Denver, CO 80239


Telephone:(303) 371-0387


Facsimile:(303) 371-0598


Attention:General Counsel


E-mail:dan@schwazze.com


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	33	 



     


    

 


Schedule 2


 


Pledged Securities and Pledged Debt


 


Pledged Debt


 


None.


 


Pledged Securities


 


	Grantor	Issuer	Pledged
Securities
	·                     Mesa Organics Ltd.	·                     Mesa Organics II Ltd	·                     100% of membership interests
	·                     Mesa Organics Ltd.	·                     Mesa Organics III Ltd	·                     100% of membership interests
	·                     Mesa Organics Ltd.	·                     Mesa Organics IV Ltd	·                     100% of membership interests


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	34	 



     


    

 


Schedule 3


 


Perfection Filings and Filing Offices


 


	Grantor	Filing	Filing
Office
	·                PBS HoldCo LLC	·                UCC-1 Financing Statement	·                Colorado Secretary of State
	·                Mesa Organics Ltd.	·                UCC-1 Financing Statement	·                Colorado Secretary of State
	·                Mesa Organics II Ltd	·                UCC-1 Financing Statement	·                Colorado Secretary of State
	·                Mesa Organics III Ltd	·                UCC-1 Financing Statement	·                Colorado Secretary of State
	·                Mesa Organics IV Ltd	·                UCC-1 Financing Statement	·                 Colorado Secretary of State
	·                SCG Holding, LLC	·                UCC-1 Financing Statement	·                Colorado Secretary of State


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	35	 



     


    

 


Schedule 4


 


Instruments and Tangible Chattel Paper


 


None.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	36	 



     


    

 


Schedule 5


 


Type of Organization; Jurisdiction of
Organization; Legal Name; FEIN; 


Chief Executive Office; Principal
Place of Business


 


	Legal Name	Type of Organization	Jurisdiction of Organization	Federal Tax Identification Number	Chief Executive Office	Principal Place of Business
	PBS HoldCo LLC	Limited liability company	Colorado	Applied for 	4880 Havana Street, Suite 201, Denver CO 80239	30899 Hwy 50 East, Pueblo, CO 81006
	Mesa Organics Ltd.	Limited liability company	Colorado	47-2907458	4880 Havana Street, Suite 201, Denver CO 80239	30899 Hwy 50 East, Pueblo, CO 81006
	Mesa Organics II Ltd	Limited liability company	Colorado	83-2008592	4880 Havana Street, Suite 201, Denver CO 80239	611 E. 6th Street, Building A, Ordway, CO.
	Mesa Organics III Ltd	Limited liability company	Colorado	83-4659550	4880 Havana Street, Suite 201, Denver CO 80239	1315 Elm Avenue, Rocky Ford, CO.
	Mesa Organics IV Ltd	Limited liability company	Colorado	84-2448548	4880 Havana Street, Suite 201, Denver CO 80239	420 Bent Avenue, Las Animas, CO.
	SCG Holding, LLC	Limited liability company	Colorado	In process	4880 Havana Street, Suite 201, Denver CO 80239	
        853 Greenhorn Mountain Circle

        Rye, CO 81069



.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	37	 



     


    

 


Schedule 6


 


Intellectual Property


 


Patents


 


None.


 


Trademarks


 


	
        Registration Number

         
	
        Status

         

         
	
        Registration/

        Issue Date

         
	
        Mark

         

         
	
        Owner/

        Assignee

         
	
         

        Jurisdiction

	20141685274	Live	11-08-2014	
        

        (Purplebee’s Logo)
	Mesa Organics Ltd.	Colorado
	20141685283	Live	11-08-2014	Purplebee’s	Mesa Organics Ltd.	Colorado
	20141763087	Live	12-18-2014	Purplebee’s

(tradename)	Mesa Organics Ltd.	Colorado
	20141763167	Live	12-18-2014	
        

        (Mesa Organics Logo)
	Mesa Organics Ltd.	Colorado
	20141763084	Live	12-8-2014	Mesa Organics (tradename)	Mesa Organics Ltd.	Colorado
	20141765000	Live	12-08-2014	Mesa Organics	Mesa Organics Ltd.	Colorado
	20191573121	Live	07-19-2019	Mesa Organics – Las Animas (tradename)	Mesa Organics IV Ltd.	Colorado
	20181757069	Live	09-25-2018	Mesa Organics – Ordway 

(tradename)	Mesa Organics II Ltd.	Colorado
	20191573127	Live	07-19-2019	
        Mesa Organics – Pueblo

        (tradename)
	Mesa Organics Ltd.	Colorado
	20191387357	Live	05-04-2019	Mesa Organics – Rocky Ford (tradename)	Mesa Organics III Ltd.	Colorado
	20171537130	Live	07-17-2017	Pure CO2.	Mesa Organics Ltd.	Colorado
	20181796049	Live	10-07-2018		Mesa Organics Ltd.	Colorado


 


Copyrights


 


None.


 


Domain Names:


 


Mesaorganics.com


Purplebees.com


 


Intellectual Property Licenses


None.


 


 






    	 	38	 



     


    

 


Schedule 7


 


Location of Inventory and Equipment


 


	Grantor	Location of Inventory & Equipment
	·                     PBS HoldCo LLC	N/A
	·                     Mesa Organics Ltd.	
        ·        
        The approximately 0.5 acres of land and garage building located on Baxter Road adjacent to 30965 Hwy 50 East, Pueblo, CO

        ·        
        30899 Hwy 50 East, Buildings A, B, C and D, Pueblo, CO

        ·        
        30965 Hwy 50 East, Pueblo, CO

	·                     Mesa Organics II Ltd	·                     611 E. 6th Street, Building A, Ordway, CO.
	·                     Mesa Organics III Ltd	·                     1315 Elm Avenue, Rocky Ford, CO.
	·                     Mesa Organics IV Ltd	·                     420 Bent Avenue, Las Animas, CO.
	·                     SCG Holding, LLC	4880 Havana Street Ste 201, Denver, CO


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	39	 



     


    

 


Schedule 8


 


Deposit Accounts


 


	Loan Party	Bank (with address)	Account Number	Type of Account
	Mesa Organics, Ltd.	
        Safe Harbor

        6221 Sheridan Blvd

        Arvada, CO 80003
	12897582	Checking Account


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	40	 



     


    

 


Schedule 9


 


Commercial Tort Claims


 


None.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	41