Exhibit
10.3


 


SECOND
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT


 


SECOND AMENDED AND
RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of August 5, 2020 (this “Agreement”),
made by PAVmed Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the
“Company”), and each of the undersigned direct and indirect Significant Subsidiaries of the Company from time
to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”),
in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity,
the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to (i)
the Securities Purchase Agreement, dated as of November 3, 2019 (as amended, modified, supplemented, extended, renewed, restated
or replaced from time to time, the “2019 Securities Purchase Agreement”), and (ii) the Securities Purchase
Agreement, dated as of August 5, 2020 (as amended, modified, supplemented, extended, renewed, restated or replaced from
time to time, the “2020 Securities Purchase Agreement” and together with the 2019 Securities Purchase Agreement,
the “Securities Purchase Agreements”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the 2019 Securities Purchase Agreement, the Company sold certain Series A Notes (as defined in the 2019 Securities
Purchase Agreement) and Series B Notes (as defined in the 2019 Securities Purchase Agreement, and together with the Series A Notes,
the “2019 Notes”) to the party listed as a “Buyer” on the Schedule of Buyers attached to the 2019
Securities Purchase Agreement (the “2019 Buyer”);


 


WHEREAS,
the Company and each party listed as a “Buyer” on the Schedule of Buyers attached to the 2020 Securities Purchase
Agreement (the “2020 Buyer” and together with the 2019 Buyer, the “Buyers” and individually,
a “Buyer”) are parties to the Securities Purchase Agreement, pursuant to which the Company shall be required
to sell, and the 2020 Buyer shall purchase or have the right to purchase a senior secured convertible note of the Company (the
“2020 Note”) issued pursuant thereto (as such 2020 Note or 2019 Notes may be amended, modified, supplemented,
extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);


 


WHEREAS,
certain Grantors (other than the Company) from time to time (each a “Guarantor” and collectively, the “Guarantors”)
may execute and deliver one or more guarantees (each, a “Guaranty” and collectively, the “Guaranties”)
in form and substance acceptable to and in favor of the Collateral Agent, for the benefit of itself and the Noteholders (as defined
below), with respect to the Company’s obligations under the Securities Purchase Agreements, the Notes and the other “Transaction
Documents” (as defined below);


 


WHEREAS,
it is a condition precedent to the Buyers’ obligation to purchase the Notes issued pursuant to each of the Securities Purchase
Agreements that the Grantors shall have executed and delivered to the Collateral Agent a security and pledge agreement providing
for the grant to the Collateral Agent, for the benefit of the Noteholders, of a valid, enforceable, and perfected security interest
in all personal property of each Grantor to secure all of the Company’s obligations under the Transaction Documents and
the Guarantors’ obligations under the Guaranties, as applicable;


 




    	 



     


    

 


WHEREAS,
in connection with the execution of the 2019 Securities Purchase Agreement, the Company, Lucid Diagnostics, Inc., and Alto Opportunity
Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent, are parties to the Amended and Restated
Security Agreement, dated as of November 4, 2019 (the “Existing Security Agreement”);


 


WHEREAS,
the parties hereto wish to amend and restate the Existing Security Agreement in its entirety as provided for herein for the purpose
of granting the Collateral Agent, for the benefit of the Noteholders, a valid, enforceable, and perfected security interest in
all personal property of each Grantor to secure all of the Company’s obligations under the Transaction Documents and the
Guarantors’ obligations under the Guaranties, as applicable; and


 


WHEREAS,
each Grantor has determined that the execution, delivery and performance of this Agreement directly benefits, and is in the best
interest of, such Grantor.


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyers to perform under each
of the Securities Purchase Agreements, each Grantor agrees with the Collateral Agent, for the benefit of the Collateral Agent
and the Noteholders, as follows:


 


Section
1. Definitions.


 


(a)
Reference is hereby made to the Securities Purchase Agreements and the Notes for a statement of the terms thereof. All terms used
in this Agreement and the recitals hereto which are defined in the Securities Purchase Agreements, the Notes or in the Code, and
which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms used
herein which are defined in the Code on the date hereof shall continue to have the same meaning notwithstanding any replacement
or amendment of the Code except as the Collateral Agent may otherwise determine.


 


(b)
The following terms shall have the respective meanings provided for in the Code: “Accounts”, “Account Debtor”,
“Cash Proceeds”, “Certificate of Title”, “Chattel Paper”, “Commercial Tort Claim”,
“Commodity Account”, “Commodity Contracts”, “Deposit Account”, “Documents”, “Electronic
Chattel Paper”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”,
“Instruments”, “Inventory”, “Investment Property”, “Letter-of-Credit Rights”,
“Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Security”, “Record”,
“Security Account”, “Software”, and “Supporting Obligations”.


 


(c)
As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable
equally to both the singular and plural forms of such terms:


 


“Affiliate”
of any Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with
such Person and any officer or director of such Person. A Person shall be deemed to be “controlled by” any other Person
if such Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.


 




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“Bankruptcy
Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable
bankruptcy, insolvency or similar laws).


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed.


 


“Buyers”
means the 2019 Buyers and the 2020 Buyer and each, individually, a “Buyer”.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or
other equivalents (however designated and whether or not voting) of corporate stock (including, without limitation, any warrants,
options, rights or other securities exercisable or convertible into equity interests or securities of such Person), and (ii) with
respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.


 


“Closing
Date” means the date the Company initially issues the 2020 Note pursuant to the terms of the 2020 Securities Purchase
Agreement.


 


“Code”
means Articles 8 or 9 of the Uniform Commercial Code as in effect from time to time in the State of New York; provided
that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Code” 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, effect of perfection or non-perfection or priority.


 


“Collateral”
shall have the meaning set forth in Section 2(a) of this Agreement.


 


“Collateral
Agent” shall have the meaning set forth in the preamble hereto.


 


“Company”
shall have the meaning set forth in the preamble hereto.


 


“Controlled
Account Agreement” means a deposit account control agreement or securities account control agreement with respect to
a Pledged Account, in form and substance satisfactory to the Collateral Agent, as the same may be amended, modified, supplemented,
extended, renewed, restated or replaced from time to time.


 


“Controlled
Accounts” means the Deposit Accounts, Commodity Accounts, Securities Accounts, and/or Foreign Currency Controlled Account
of the Grantors listed on Schedule IV attached hereto.


 


“Copyright
Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee
or licensor and providing for the grant of any right to use or sell any works covered by any Copyright (including, without limitation,
all Copyright Licenses set forth in Schedule II hereto).


 




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“Copyrights”
means all domestic and foreign copyrights, whether registered or not, including, without limitation, all copyright rights throughout
the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original
works of authorship fixed in any tangible medium of expression, acquired or used by any Grantor (including, without limitation,
all copyrights described in Schedule II hereto), all applications, registrations and recordings thereof (including, without
limitation, applications, registrations and recordings in the United States Copyright Office or in any similar office or agency
of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations
in part and extensions or renewals thereof.


 


“Domestic
Subsidiary” means any Subsidiary other than a Foreign Subsidiary.


 


“Event
of Default” shall have the meaning set forth in Section 4(a) of any of the Notes.


 


“Excluded
Collateral” means (x) such portion of the voting Capital Stock of any Foreign Subsidiary in excess of 65% of the issued
and outstanding voting Capital Stock of such Foreign Subsidiary at any time the pledging of more than 65% of the total outstanding
voting Capital Stock of such Foreign Subsidiary would result in a material adverse tax consequence to a Grantor and (y) if, as
of any given time, Liquid Sensing Inc. is not a Significant Subsidiary (as defined in the Securities Purchase Agreements), any
capital stock of Liquid Sensing Inc. then held by the Company.


 


“Foreign
Currency Controlled Accounts” means any Controlled Account of the Company or its Subsidiaries holding non-United States
dollar deposits.


 


“Foreign
Subsidiary” means any Subsidiary of a Grantor organized under the laws of a jurisdiction other than the United States,
any of the states thereof, Puerto Rico or the District of Columbia.


 


“GAAP”
means U.S. generally accepted accounting principles consistently applied.


 


“Governmental
Authority” means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other
political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guaranteed
Obligations” shall have the meaning set forth in Section 2 of each Guaranty.


 


“Guarantor”
or “Guarantors” shall have the meaning set forth in the recitals hereto.


 


“Guaranty”
or “Guaranties” shall have the meaning set forth in the recitals hereto.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under
any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions,
or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.


 




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“Intellectual
Property” means, collectively, the Copyrights, Trademarks and Patents.


 


“Intellectual
Property Security Agreement” means the Intellectual Property Security Agreement required to be delivered pursuant to
Section 5(h)(i) of this Agreement, in the form attached hereto as Exhibit A.


 


“Licenses”
means, collectively, the Copyright Licenses, the Trademark Licenses and the Patent Licenses.


 


“Lien”
means any mortgage, lien, pledge, charge, security interest, adverse claim or other encumbrance upon or in any property or assets.


 


“Material
Intellectual Property Rights” shall have the meaning given to such term in the Securities Purchase Agreement.


 


“Notes”
shall have the meaning set forth in the recitals hereto.


 


“Noteholders”
means, at any time, the holders of the Notes at such time.


 


“Obligations”
shall have the meaning set forth in Section 3 of this Agreement.


 


“Paid
in Full” or “Payment in Full” means the indefeasible payment in full in cash of all of the Obligations.


 


“Patent
Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee
or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including,
without limitation, all Patent Licenses set forth in Schedule II hereto).


 


“Patents”
means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets,
ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity
and other general intangibles of like nature, now existing or hereafter acquired (including, without limitation, all domestic
and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods,
techniques, processes, proprietary information, technology, know-how and formulae described in Schedule II hereto), all
applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings
in the United States Patent and Trademark Office, or in any similar office or agency of the United States or any other country
or any political subdivision thereof), and all reissues, reexaminations, divisions, continuations, continuations in part and extensions
or renewals thereof.


 


“Perfection
Requirement” or “Perfection Requirements” shall have the meaning set forth in Section 4(j)
of this Agreement.


 




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“Person”
means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated
organization, joint venture or other enterprise or entity or Governmental Authority.


 


“Pledged
Accounts” means all of each Grantor’s right, title and interest in all of its Deposit Accounts, Commodity Accounts
and Securities Accounts (in all cases, including, without limitation, all Controlled Accounts and Foreign Currency Control Accounts).


 


“Pledged
Entity” means, each Person listed from time to time on Schedule IV hereto as a “Pledged Entity,”
together with each other Person, any right in or interest in or to all or a portion of whose Capital Stock is acquired or otherwise
owned by a Grantor after the date hereof.


 


“Pledged
Equity” means all of each Grantor’s right, title and interest in and to all of the Securities and Capital Stock
now or hereafter owned by such Grantor, regardless of class or designation, including all substitutions therefor and replacements
thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Securities and/or
Capital Stock, the right to receive any certificates representing any of the Securities and/or Capital Stock, all warrants, options,
share appreciation rights and other rights, contractual or otherwise, in respect thereof, and the right to receive dividends,
distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in
kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of
or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.


 


“Pledged
Operating Agreements” means all of each Grantor’s rights, powers and remedies under the limited liability company
operating agreements of each of the Pledged Entities that are limited liability companies, as may be amended, modified, supplemented,
extended, renewed, restated or replaced from time to time.


 


“Pledged
Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements
of each of the Pledged Entities that are partnerships, as may be amended, modified, supplemented, extended, renewed, restated
or replaced from time to time.


 


“Required
Holders” shall mean both the Required Holders (as defined in the 2019 Securities Purchase Agreement) and the Required
Holders (as defined in 2020 Securities Purchase Agreement).


 


“Securities
Purchase Agreements” shall have the meaning set forth in the recitals hereto.


 


“Significant
Subsidiary” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


“Subsidiary”
means any Person in which a Grantor directly or indirectly, (i) owns any of the outstanding Capital Stock or holds any equity
or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration
of such Person, and all of the foregoing, collectively, “Subsidiaries”.


 




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“Trademark
Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor
or licensee and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized
by any such licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory
now or hereafter owned by any Grantor and now or hereafter covered by such licenses, contracts or agreements (including, without
limitation, all Trademark Licenses described in Schedule II hereto).


 


“Trademarks”
means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names,
d/b/a’s, assumed names, Internet domain names, trade styles, designs, logos and other source or business identifiers and
all general intangibles of like nature, now or hereafter owned, adopted, acquired or used by any Grantor (including, without limitation,
all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s,
assumed names, Internet domain names, trade styles, designs, logos and other source or business identifiers described in Schedule
II hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations
and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state
thereof or any other country or any political subdivision thereof), and all reissues, extensions or renewals thereof, together
with all goodwill of the business symbolized by such marks and all customer lists, formulae and other Records of any Grantor relating
to the distribution of products and services in connection with which any of such marks are used.


 


“Transaction
Documents” means, collectively, this Agreement, the Notes, the Securities Purchase Agreements, the Guaranties and any
other Security Documents (as defined in each of the Securities Purchase Agreements).


 


Section
2. Grant of Security Interest.


 


(a)
As collateral security for the due and punctual payment and performance all of the Obligations, as and when due, each Grantor
hereby pledges and assigns to the Collateral Agent, for itself and for the benefit of the Noteholders, and grants to the Collateral
Agent, for itself and for the benefit of the Noteholders, a continuing security interest in, all personal property and assets
of such Grantor, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every
kind, nature and description, whether tangible or intangible (collectively, the “Collateral”), including, without
limitation, the following:


 


(i)
all Accounts;


 


(ii)
all Chattel Paper (whether tangible or Electronic Chattel Paper);


 


(iii)
all Commercial Tort Claims, including, without limitation, those specified on Schedule VI hereto;


 


(iv)
all Documents;


 


(v)
all Equipment;


 




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(vi)
all Fixtures;


 


(vii)
all General Intangibles (including, without limitation, all Payment Intangibles);


 


(viii)
all Goods;


 


(ix)
all Instruments (including, without limitation, all Promissory Notes and each certificated Security);


 


(x)
all Inventory;


 


(xi)
all Investment Property (and, regardless of whether classified as Investment Property under the Code, all Pledged Equity, Pledged
Operating Agreements and Pledged Partnership Agreements);


 


(xii)
all Intellectual Property and all Licenses;


 


(xiii)
all Letter-of-Credit Rights;


 


(xiv)
all Pledged Accounts, all cash and other property from time to time deposited therein, and all monies and property in the possession
or under the control of the Collateral Agent or any Noteholder or any Affiliate, representative, agent or correspondent of the
Collateral Agent or any such Noteholder;


 


(xv)
all Supporting Obligations;


 


(xvi)
all other tangible and intangible personal property of each Grantor (whether or not subject to the Code), including, without limitation,
all Deposit Accounts and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions,
rents, profits, income, benefits, substitutions and replacements of and to any of the property of any Grantor described in the
preceding clauses of this Section 2(a) (including, without limitation, any proceeds of insurance thereon and all causes
of action, claims and warranties now or hereafter held by each Grantor in respect of any of the items listed above), and all books,
correspondence, files and other Records, including, without limitation, all tapes, desks, cards, Software, data and computer programs
in the possession or under the control of any Grantor or any other Person from time to time acting for any Grantor, in each case,
to the extent of such Grantor’s rights therein, that at any time evidence or contain information relating to any of the
property described in the preceding clauses of this Section 2(a) or are otherwise necessary or helpful in the collection
or realization thereof; and


 


(xvii)
all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;


 


in
each case howsoever any Grantor’s interest therein may arise or appear (whether by ownership, security interest, claim or
otherwise).


 


(b)
Notwithstanding anything herein to the contrary, the term “Collateral” shall not include any Excluded Collateral.


 




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(c)
Each Grantor agrees not to further encumber, or permit any other Lien (other than Permitted Liens (as defined in the Notes)) to
exist that encumbers, any of its Copyrights, Copyright applications, Copyright registrations and like protections in each work
of authorship and derivative work, whether published or unpublished, any Licenses, Patents, Patent applications and like protections,
including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, Trademarks,
service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the
goodwill of the business of such Grantor connected with and symbolized thereby, know-how, operating manuals, trade secret rights,
rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing,
in each case without the Collateral Agent’s prior written consent (which consent may be withheld or given in the Collateral
Agent’s sole discretion).


 


(d)
The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of any and all Persons now or hereafter
existing who is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges
or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of the Collateral Agent,
which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable
foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time,
in its sole discretion, take such actions in such foreign jurisdictions that will result in the perfection of the Lien created
in such shares of Capital Stock.


 


(e)
In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce the
Buyers as aforesaid, each Grantor hereby grants to the Collateral Agent, for itself and for the ratable benefit of the Noteholders,
a right of set-off against the property of such Grantor held by the Collateral Agent, for itself and for the ratable benefit of
the Noteholders, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of
or in transit to the Collateral Agent, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor,
or as to which such Grantor may have any right or power; provided that such right shall only to be exercised after an Event of
Default has occurred and is continuing.


 


Section
3. Security for Obligations.
The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations,
whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”):


 


(a)
(i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment,
acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of any of the Securities Purchase
Agreements, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment
by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation,
in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest,
make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the
payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums,
penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or
to become due under this Agreement or any of the Transaction Documents; and


 




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(b)
the due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any
of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders
under the Notes.


 


Section
4. Representations and Warranties. Each
Grantor represents and warrants as follows:


 


(a)
Schedule I hereto sets forth (i) the exact legal name of each Grantor, and (ii) the state of incorporation, organization
or formation and the organizational identification number of each Grantor in such state. The information set forth in Schedule
I hereto with respect to such Grantor is true and accurate in all respects. Such Grantor has not previously changed its name
(or operated under any other name), jurisdiction of organization or organizational identification number from those set forth
in Schedule I hereto except as disclosed in Schedule I hereto.


 


(b)
There is no pending or, to its knowledge, written notice threatening any action, suit, proceeding or claim affecting any Grantor
before any Governmental Authority or any arbitrator, or any order, judgment or award issued by any Governmental Authority or arbitrator,
in each case, that may adversely affect the grant by any Grantor, or the perfection, of the security interest purported to be
created hereby in the Collateral, or the exercise by the Collateral Agent of any of its rights or remedies hereunder.


 


(c)
All Federal, state and local tax returns and other reports required by applicable law to be filed by any Grantor have been filed,
or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Grantor or any property
of any Grantor (including, without limitation, all federal income and social security taxes on employees’ wages) and which
have become due and payable on or prior to the date hereof have been paid, except to the extent contested in good faith by proper
proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to
which adequate reserves have been set aside for the payment thereof in accordance with GAAP, in each case except as would not
reasonably be expected to have a Material Adverse Effect.


 


(d)
All Equipment, Fixtures, Goods and Inventory of each Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory
of each Grantor hereafter existing will be, located and/or based at the addresses specified therefor in Schedule III hereto,
except that each Grantor will give the Collateral Agent written notice of any change in the location of any such Collateral within
20 days of such change, other than to locations set forth on Schedule III hereto (and with respect to which the Collateral
Agent has filed financing statements and otherwise fully perfected its Liens thereon). Each Grantor’s principal place of
business and chief executive office, the place where each Grantor keeps its Records concerning the Collateral and all originals
of all Chattel Paper are located and will continue to be located at the addresses specified therefor in Schedule III hereto.
None of the Accounts is or will be evidenced by Promissory Notes or other Instruments.


 




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(e)
Set forth in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) each Promissory
Note, Security and other Instrument owned by each Grantor, (ii) each Pledged Account of each Grantor, together with the name and
address of each institution at which each such Pledged Account is maintained, the account number for each such Pledged Account
and a description of the purpose of each such Pledged Account and (iii) the name of each Foreign Currency Controlled Account,
together with the name and address of each institution at which each such Foreign Currency Controlled Account is maintained and
the amount of cash or cash equivalents held in each such Foreign Currency Controlled Account. Set forth in Schedule II
hereto is a complete and correct list of each trade name used by each Grantor and the name of, and each trade name used by, each
Person from which each Grantor has acquired any substantial part of the Collateral.


 


(f)
Each Grantor has delivered to the Collateral Agent complete and correct copies of each License described in Schedule II
hereto, including all schedules and exhibits thereto, which represent all of the Licenses of the Grantors existing on the date
of this Agreement. Each such License sets forth the entire agreement and understanding of the parties thereto relating to the
subject matter thereof, and there are no other material agreements, arrangements or understandings, written or oral, relating
to the matters covered thereby or the rights of such Grantor or any of its Affiliates in respect thereof. Each material License
now existing is, and any material License entered into in the future will be, the legal, valid and binding obligation of the parties
thereto, enforceable against such parties in accordance with its terms. No default under any material License by any such party
has occurred, nor does any defense, offset, deduction or counterclaim exist thereunder in favor of any such party.


 


(g)
Each Grantor owns and controls, or otherwise possesses adequate rights to use, all of its Intellectual Property, which is the
only Intellectual Property necessary to conduct its business in substantially the same manner as conducted as of the date
hereof. Schedule II hereto sets forth a true and complete list of all Material Intellectual Property Rights owned or
used by each Grantor as of the date hereof, and applications for grant or registration of Intellectual Property. To the
knowledge of each Grantor, no such Material Intellectual Property Rights of any Grantor have expired or terminated or have
been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the date of
this Agreement other than any such expirations or terminations that, individually or in the aggregate, are not reasonably
likely to have a Material Adverse Effect. Except as set forth in Schedule II (x) no Grantor has any knowledge of any
infringement by such Grantor of Material Intellectual Property Rights of others which infringement is reasonably likely to
have a Material Adverse Effect, (y) there is no claim, action or proceeding being made or brought, or to the knowledge of any
Grantor, being threatened, against such Grantor regarding its Intellectual Property Rights (as defined in the Securities
Purchase Agreement), which claim, action or proceeding would reasonably be expected to result in a Material Adverse Effect,
and (z) no Grantor is aware of any facts or circumstances which might give rise to any of the foregoing infringements or
claims, actions or proceedings. The Grantors have taken reasonable security measures to protect the secrecy and
confidentiality of all of the Material Intellectual Property Rights.


 




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(h)
Each Grantor is and will be at all times the sole and exclusive owner of the Collateral pledged by such Grantor hereunder free
and clear of any Liens, except for (i) Permitted Liens thereon and (ii) certain Intellectual Property rights of the Company which
is jointly owned by the Company with certain third parties as described in Schedule II hereto. No effective financing statement
or other instrument similar in effect covering all or any part of the Collateral is on file in any recording or filing office
except such as (i) may have been filed in favor of the Collateral Agent and/or the Noteholders relating to this Agreement or the
other Transaction Documents, and (ii) are securing Permitted Liens as of the date hereof and disclosed on Schedule VII
hereto.


 


(i)
The exercise by the Collateral Agent of any of its rights and remedies hereunder will not contravene any law or any contractual
restriction binding on or otherwise affecting each Grantor or any of its properties and will not result in or require the creation
of any Lien, upon or with respect to any of its properties.


 


(j)
No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, is required for
(i) the grant by each Grantor, or the perfection, of the security interest purported to be created hereby in the Collateral, or
(ii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except for (A) the filing under the Code
as in effect in the applicable jurisdiction of the financing statements described in Schedule V hereto, all of which financing
statements have been duly filed and are in full force and effect, (B) with respect to all Pledged Accounts, and all cash and other
property from time to time deposited therein, the execution of a Controlled Account Agreement with the depository or other institution
with which the applicable Pledged Accounts are maintained, as provided in Section 5(i), (C) with respect to Commodity Contracts,
the execution of a control agreement with the commodity intermediary with which such Commodity Contract is carried, as provided
in Section 5(i), (D) with respect to the perfection of the security interest created hereby in the United States Intellectual
Property and Licenses, the recording of the appropriate Intellectual Property Security Agreement in the United States Patent and
Trademark Office or the United States Copyright Office, as applicable, (E) with respect to the perfection of the security interest
created hereby in foreign Intellectual Property and Licenses, registrations and filings in jurisdictions located outside of the
United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses, (F) with
respect to the perfection of the security interest created hereby in any Letter-of-Credit Rights, the consent of the issuer of
the applicable letter of credit to the assignment of proceeds as provided in the Code as in effect in the applicable jurisdiction,
(G) with respect to Investment Property constituting uncertificated securities, the applicable Grantor causing the issuer thereof
either (i) to register the Collateral Agent as the registered owner of such securities or (ii) to agree in an authenticated record
with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such securities originated
by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory
to the Collateral Agent, (H) with respect to Investment Property constituting certificated securities or instruments, such items
to be delivered to and held by or on behalf of the Collateral Agent pursuant hereto in suitable form for transfer by delivery
or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the
Collateral Agent, (I) with respect to any action that may be necessary to obtain control of Collateral constituting Commodity
Contracts, Electronic Chattel Paper or Letter of Credit Rights, the taking of such actions, and (J) the Collateral Agent having
possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral (subclauses (A) through (J) each a “Perfection
Requirement” and collectively, the “Perfection Requirements”).


 




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(k)
This Agreement creates in favor of the Collateral Agent a legal, valid and enforceable security interest in the Collateral, as
security for the Obligations. The performance of the Perfection Requirements results in the perfection of such security interest
in the Collateral. Such security interest is (or in the case of Collateral in which each Grantor obtains rights after the date
hereof, will be), subject only to Permitted Liens and the Perfection Requirements, a first priority, valid, enforceable and perfected
security interests in all personal property of each Grantor (other than Excluded Collateral). Such recordings and filings and
all other action necessary to perfect and protect such security interest have been duly taken (and, in the case of Collateral
in which any Grantor obtains rights after the date hereof, will be duly taken), except for the Collateral Agent’s having
possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral after the date hereof and the other actions,
filings and recordations described above, including the Perfection Requirements, and except for the execution and delivery of
the Controlled Account Agreements (as defined in the Securities Purchase Agreement).


 


(l)
As of the date hereof, no Grantor holds any Commercial Tort Claims or has knowledge of any pending Commercial Tort Claims, except
for the Commercial Tort Claims described in Schedule VI.


 


(m)
All of the Pledged Equity is presently owned by the applicable Grantor as set forth in Schedule IV, and is presently represented
by the certificates listed on Schedule IV hereto (if applicable). As of the date hereof, there are no existing options,
warrants, calls or commitments of any character whatsoever relating to the Pledged Equity other than as contemplated and permitted
by the Transaction Documents. Each Grantor is the sole holder of record and the sole beneficial owner of the Pledged Equity, as
applicable. None of the Pledged Equity has been issued or transferred in violation of the securities registration, securities
disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. The Pledged Equity constitutes
100% or such other percentage as set forth on Schedule IV of the issued and outstanding shares of Capital Stock of the
applicable Pledged Entity.


 


(n)
Such Grantor (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, (ii) has all requisite
corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as
presently contemplated and to execute and deliver this Agreement and each other Transaction Document to which such Grantor is
a party, and to consummate the transactions contemplated hereby and thereby and (iii) is duly qualified to do business and is
in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary, except where the failure to be in good standing or otherwise so qualified
would not be reasonably likely to result in a Material Adverse Effect.


 


(o)
The execution, delivery and performance by each Grantor of this Agreement and each other Transaction Document to which such Grantor
is a party (i) have been duly authorized by all necessary corporate, limited liability company or limited partnership action,
(ii) do not and will not contravene its charter or by-laws, limited liability company or operating agreement, certificate of partnership
or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on such Grantor or its properties,
(iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Transaction Document) upon
or with respect to any of its assets or properties, and (iv) do not and will not result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or
its operations or any of its material assets or properties.


 




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(p)
This Agreement and each of the other Transaction Documents to which any Grantor is or will be a party, when delivered, will be,
a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar
laws and equitable principles (regardless of whether enforcement is sought in equity or at law).


 


(q)
There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


Section
5. Covenants as to the Collateral. So
long as any of the Obligations shall remain outstanding, unless the Collateral Agent shall otherwise consent in writing:


 


(a) Further
Assurances. Each Grantor will, at its expense, at any time and from time to time, promptly execute and deliver all
further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to:
(i) perfect and protect the security interest of the Collateral Agent created hereby; (ii) enable the Collateral Agent to
exercise and enforce its rights and remedies hereunder in respect of the Collateral, including, without limitation, the
Controlled Accounts; or (iii) otherwise effect the purposes of this Agreement, including, without limitation: (A) marking
conspicuously all Chattel Paper and each License and, at the request of the Collateral Agent, each of its Records pertaining
to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such Chattel
Paper, License or Collateral is subject to the security interest created hereby, (B) delivering and pledging to the
Collateral Agent each Promissory Note, Security (subject to the limitations set forth in Section 2), Chattel Paper or
other Instrument, now or hereafter owned by any Grantor, duly endorsed and accompanied by executed instruments of transfer or
assignment, all in form and substance satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if any,
that any Grantor’s signature is required thereon) or authenticating the filing of, such financing or continuation
statements, or amendments thereto, as may be necessary or that the Collateral Agent may reasonably request in order to
perfect and preserve the security interest created hereby, (D) furnishing to the Collateral Agent from time to time
statements and schedules further identifying and describing the Collateral and such other reports in connection with the
Collateral in each case as the Collateral Agent may reasonably request, all in reasonable detail, (E) if any Collateral shall
be in the possession of a third party, notifying such Person of the Collateral Agent’s security interest created hereby
and obtaining a written acknowledgment from such Person, in form and substance reasonably satisfactory to the Collateral
Agent, that such Person holds possession of the Collateral for the benefit of the Collateral Agent (for the benefit the
Noteholders), (F) if at any time after the date hereof, any Grantor acquires or holds any Commercial Tort Claim in excess of
$50,000, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description of
such Commercial Tort Claim and granting to the Collateral Agent a security interest therein and in the proceeds thereof,
which writing shall incorporate the provisions hereof and shall be in form and substance satisfactory to the Collateral
Agent, (G) upon the acquisition after the date hereof by any Grantor of any motor vehicle or other Equipment subject to a
certificate of title or ownership (other than a motor vehicle or Equipment that is subject to a purchase money security
interest), causing the Collateral Agent to be listed as the lienholder on such certificate of title or ownership and
delivering evidence of the same to the Collateral Agent in accordance with Section 5(j) hereof, and (H) taking all actions
required by the Code or by other law, as applicable, in any relevant Code jurisdiction, or by other law as applicable in any
foreign jurisdiction.


 




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(b)
Location of Collateral. Each Grantor will keep the Collateral (i) at the locations specified therefor on Schedule III
hereto, or (ii) at such other locations set forth on Schedule III and with respect to which the Collateral Agent has
filed financing statements and otherwise fully perfected its Liens thereon, or (iii) at such other locations in the United States,
provided that 30 days prior to any change in the location of any Collateral to such other location, or upon the acquisition of
any Collateral to be kept at such other locations, the Grantors shall give the Collateral Agent written notice thereof and deliver
to the Collateral Agent a new Schedule III indicating such new locations and such other written statements and schedules
as the Collateral Agent may require.


 


(c)
Condition of Equipment. Each Grantor will maintain or cause to be maintained and preserved in good condition, repair and
working order, ordinary wear and tear excepted, the Equipment (necessary or material to its business) and will forthwith, or in
the case of any loss or damage to any Equipment of any Grantor within a commercially reasonable time after the occurrence thereof,
make or cause to be made all repairs, replacements and other improvements in connection therewith which are necessary or desirable,
consistent with past practice, or which the Collateral Agent may reasonably request to such end. Any Grantor will promptly furnish
to the Collateral Agent a statement describing in reasonable detail any such loss or damage in excess of $50,000 per occurrence
to any Equipment.


 


(d)
Taxes, Etc. Each Grantor agrees to pay promptly when due all property and other taxes, assessments and governmental charges
or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory,
except to the extent the validity thereof is being contested in good faith by proper proceedings which stay the imposition of
any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves in accordance with
GAAP have been set aside for the payment thereof.


 


(e)
Insurance.


 


(i)
Each Grantor will, at its own expense, maintain insurance (including, without limitation, comprehensive general liability, hazard,
rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it)
and business, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect
thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.


 




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(ii)
To the extent requested by the Collateral Agent at any time and from time to time, each such policy for liability insurance shall
provide for all losses to be paid on behalf of the Collateral Agent and any Grantor as their respective interests may appear,
and each policy for property damage insurance shall provide for all losses to be adjusted with, and paid directly to, the Collateral
Agent. In addition to and without limiting the foregoing, to the extent requested by the Collateral Agent at any time and from
time to time, each such policy shall in addition (A) name the Collateral Agent as an additional insured party and/or loss payee,
as applicable, thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as its interests
may appear, (B) contain an agreement by the insurer that any loss thereunder shall be payable to the Collateral Agent on its own
account notwithstanding any action, inaction or breach of representation or warranty by any Grantor, (C) provide that there shall
be no recourse against the Collateral Agent for payment of premiums or other amounts with respect thereto, and (D) provide that
at least 30 days’ prior written notice of cancellation, lapse, expiration or other adverse change shall be given to the
Collateral Agent by the insurer. Any Grantor will, if so requested by the Collateral Agent, deliver to the Collateral Agent original
or duplicate policies of such insurance (including certificates demonstrating compliance with this Section 5(e)) and, as
often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance.
Any Grantor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment of such insurance
policies and cause the respective insurers to acknowledge notice of such assignment.


 


(iii)
Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 5(e) may be paid directly to the
Person who shall have incurred liability covered by such insurance. In the case of any loss involving damage to Equipment or Inventory,
to the extent paragraph (iv) of this Section 5(e) is not applicable, any proceeds of insurance involving such damage shall be
paid to the Collateral Agent, and any Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment
or Inventory, and any proceeds of insurance maintained by any Grantor pursuant to this Section 5(e) (except as otherwise provided
in paragraph (iv) in this Section 5(e)) shall be paid by the Collateral Agent to any Grantor as reimbursement for the reasonable
costs of such repairs or replacements.


 


(iv)
Notwithstanding anything to the contrary in subsection 5(e)(iii) above, following the occurrence and during the continuance of
an Event of Default, all insurance payments in respect of each Grantor’s properties and business shall be paid to the Collateral
Agent and applied as specified in Section 7(b) hereof.


 






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(f)
Provisions Concerning the Accounts and the Licenses.


 


(i)
Each Grantor will (A) give the Collateral Agent at least 15 days’ prior written notice of any change in such Grantor’s
name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth
in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number,
if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral
and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect
and make abstracts from such records.


 


(ii)
Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts
due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral
Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to
enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the
right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or
obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or
obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or
its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable
law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the
same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the
Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any
Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the
immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of
the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders),
shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form
as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor
will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or
obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an
Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial
institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any
Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to
such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all
or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash,
investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section
7(b) hereof.


 


(iii)
Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule
II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge
thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken
and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies
in respect of such breach or default, or will obtain or acquire an appropriate substitute License.


 




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(iv)
Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received
by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its
rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto.


 


(v)
Each Grantor will take all action necessary or advisable to maintain all of Material Intellectual Property Rights (as defined
in the Securities Purchase Agreement) of such Grantor that are necessary or material to the conduct of its business in full force
and effect.


 


(g)
Transfers and Other Liens.


 


(i)
Except as otherwise expressly permitted in the other Transaction Documents, no Grantor shall, directly or indirectly, sell, lease,
license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any Collateral whether in a single transaction
or a series of related transactions, other than (A) sales, leases, licenses, assignments, transfers, conveyances and other dispositions
of such assets or rights by such Grantor for value in the ordinary course of business consistent with past practices and (B) sales
of Inventory and product in the ordinary course of business.


 


(ii)
Except as permitted under Section 15(e) of the 2019 Notes and Section 15(e) of the 2020 Note, no Grantor shall, directly or indirectly,
redeem, repurchase or declare or pay any cash dividend or distribution on any of its Capital Stock.


 


(iii)
No Grantor shall, directly or indirectly, without the prior written consent of the Required Holders, (A) issue any Notes (other
than as contemplated by the Securities Purchase Agreements and the Notes) or (B) issue any other securities that would cause a
breach or default under the Notes.


 


(iv)
No Grantor shall enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of
any kind) with any Affiliate, except in the ordinary course of business in a manner and to an extent consistent with past practice
and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to
it than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof.


 


(v)
No Grantor will create, suffer to exist or grant any Lien upon or with respect to any Collateral other than a Permitted Lien.


 




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(h)
Intellectual Property.


 


(i)
If applicable, each Grantor shall duly execute and deliver the applicable Intellectual Property Security Agreement. Each Grantor
(either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all
of the Material Intellectual Property Rights in full force and effect, including, without limitation, using the proper statutory
notices, numbers and markings (relating to patent, trademark and copyright rights) and using the Trademarks on each applicable
trademark class of goods in order to so maintain the Trademarks in full force and free from any claim of abandonment for non-use,
and each Grantor will not (nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Material
Intellectual Property Rights may become abandoned, cancelled or invalidated; provided, however, that so long as
no Event of Default has occurred and is continuing, no Grantor shall have an obligation to use or to maintain any Material Intellectual
Property Rights (A) that relates solely to any product or work, that is no longer necessary or material and has been, or is in
the process of being, discontinued, abandoned or terminated in the ordinary course of business and consistent with the exercise
of reasonable business judgment, (B) that is being replaced with Material Intellectual Property Rights substantially similar to
the Material Intellectual Property Rights that may be abandoned or otherwise become invalid, so long as the failure to use or
maintain such Material Intellectual Property Rights does not materially adversely affect the validity of such replacement Material
Intellectual Property Rights and so long as such replacement Material Intellectual Property Rights is subject to the Lien created
by this Agreement and does not have a material adverse effect on the business of any Grantor, (C) that is substantially the same
as another Material Intellectual Property Rights that is in full force, so long the failure to use or maintain such Material Intellectual
Property Rights does not materially adversely affect the validity of such replacement Material Intellectual Property Rights and
so long as such other Material Intellectual Property Rights is subject to the Lien and security interest created by this Agreement
and does not have a material adverse effect on the business of any Grantor or (D) where the failure to so use or maintain the
Material Intellectual Property Rights is expressly permitted by the Notes. Each Grantor will cause to be taken all necessary steps
in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office or any similar office
or agency in any other country or political subdivision thereof to maintain each registration of the Material Intellectual Property
Rights and application for registration of Material Intellectual Property Rights (other than the Material Intellectual Property
Rights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits
of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees,
filing fees, taxes or other governmental fees. If any Material Intellectual Property Rights (other than Material Intellectual
Property Rights described in the proviso to the second sentence of subsection (i) of this clause (h)) is infringed, misappropriated,
diluted or otherwise violated in any material respect by a third party, each Grantor shall (x) upon learning of such infringement,
misappropriation, dilution or other violation, promptly notify the Collateral Agent and (y) promptly sue for infringement, misappropriation,
dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation,
dilution or other violation, or take such other actions as such Grantor shall deem appropriate under the circumstances to protect
such Material Intellectual Property Rights. Each Grantor shall furnish to the Collateral Agent from time to time upon its request
statements and schedules further identifying and describing the Material Intellectual Property Rights and such other reports in
connection with the Material Intellectual Property Rights as the Collateral Agent may reasonably request, all in reasonable detail
and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules
or reports, each Grantor shall modify this Agreement by amending Schedule II hereto, as the case may be, to include any
Material Intellectual Property Rights, which is or hereafter becomes part of the Collateral under this Agreement and shall execute
and authenticate such documents and do such acts as shall be necessary or, in the reasonable judgment of the Collateral Agent,
desirable to subject such Material Intellectual Property Rights to the Lien and security interest created by this Agreement. Notwithstanding
anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, no Grantor may abandon,
surrender or otherwise permit any Material Intellectual Property Rights to become abandoned, cancelled or invalid without the
prior written consent of the Collateral Agent, and if any Material Intellectual Property Rights is infringed, misappropriated,
diluted or otherwise violated in any material respect by a third party, each Grantor will take such reasonable action as the Collateral
Agent shall deem appropriate under the circumstances to protect such Material Intellectual Property Rights.


 




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(ii)
In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the
registration of any Patent, Trademark or Copyright or the United States Copyright Office or the United States Patent and Trademark
Office, as applicable, or in any similar office or agency of the United States or any country or any political subdivision thereof
unless it gives the Collateral Agent prior written notice thereof. Upon request of the Collateral Agent, any Grantor shall execute,
authenticate and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably
request to evidence the Collateral Agent’s security interest hereunder in such Material Intellectual Property Rights and
the General Intangibles of any Grantor relating thereto or represented thereby, and each Grantor hereby appoints the Collateral
Agent its attorney-in-fact to execute and/or authenticate and file all such writings for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until all Obligations
are Paid in Full.


 


(i)
Pledged Accounts.


 


(A)
Within twenty-one (21) days of the date hereof, each Grantor shall cause each bank and other financial institution which maintains
a Controlled Account (each a “Controlled Account Bank”) to execute and deliver to the Collateral Agent, in
form and substance reasonably satisfactory to the Collateral Agent, a Controlled Account Agreement with respect to such Controlled
Account, duly executed by each Grantor and such Controlled Account Bank, pursuant to which such Controlled Account Bank among
other things shall irrevocably agree, with respect to such Controlled Account, that (i) at any time after any Grantor, the Collateral
Agent or any Buyer shall have notified such Controlled Account Bank that an Event of Default has occurred and is continuing, such
Controlled Account Bank will comply with any and all instructions originated by the Collateral Agent directing the disposition
of the funds in such Controlled Account without further consent by such Grantor, (ii) such Controlled Account Bank shall waive,
subordinate or agree not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account
other than for payment of its service fees and other charges directly related to the administration of such Controlled Account
and for returned checks or other items of payment, (iii) at any time after any Grantor, the Collateral Agent or any Buyer shall
have notified such Controlled Account Bank that an Event of Default has occurred and is continuing, with respect to each such
Controlled Account, such Controlled Account Bank shall not comply with any instructions, directions or orders of any form with
respect to such Controlled Accounts other than instructions, directions or orders originated by the Collateral Agent, (iv) all
funds deposited by any Grantor with such Controlled Account Bank shall be subject to a perfected, first priority security interest
in favor of the Collateral Agent, and (v) upon receipt of written notice from the Collateral Agent during the continuance of an
Event of Default, such Controlled Account Bank shall immediately send to the Collateral Agent by wire transfer (to such account
as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all such funds and other
items held by it. No Grantor shall create or maintain any Pledged Account without the prior written consent of the Collateral
Agent and complying with the terms of this Agreement.


 




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(B)
If at any time after the Closing Date, the average daily balance of any Account that is not subject to a Controlled Account Agreement
exceeds $10,000 during any calendar month (including the calendar month in which the Closing Date occurs), the Company shall,
either (x) within two (2) Business Days following such date, transfer to a Controlled Account an amount sufficient to reduce the
total aggregate amount of the cash in such Account to an amount not in excess of $10,000 or (y) within twenty-one (21) calendar
days following the last day of such calendar month, deliver to the Collateral Agent a Controlled Account Agreement with respect
to such Account, duly executed by such Grantor and the depositary bank in which such Account is maintained.


 


(C)
Notwithstanding anything to the contrary contained in Section 5(i)(B) above, and without limiting any of the foregoing,
if at any time on or after the date that is twenty-one (21) calendar days following the Closing Date, the total aggregate amount
of the cash of the Company and any of its Subsidiaries, in the aggregate, that is not held in a Controlled Account exceeds $50,000
(the “Maximum Free Cash Amount”), the Company shall within two (2) Business Days following such date, either
(x) transfer to a Controlled Account an amount sufficient to reduce the total aggregate amount of the cash that is not held in
a Controlled Account to an amount not in excess of the Maximum Free Cash Amount or (y) deliver to the Collateral Agent a Controlled
Account Agreement with respect to such Account (or Accounts), duly executed by such Grantor and the depositary bank in which such
Account (or Accounts) is maintained, as necessary to reduce the total aggregate amount of the cash that is not held in a Controlled
Account to an amount not in excess of the Maximum Free Cash Amount.


 


(j)
Motor Vehicles.


 


(i)
Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates
of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as
lienholder, for the benefit of the Noteholders.


 


(ii)
Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the
termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for
filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be
retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities,
and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of,
such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation,
for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights
and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable
until all of the Obligations are Paid in Full.


 




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(iii)
Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for
each motor vehicle covered thereby.


 


(iv)
So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall
execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral
Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered,
and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor
vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company
therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance
proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt,
to be applied to the Obligations then outstanding.


 


(k)
Control. Each Grantor hereby agrees to take any or all action that may be necessary or that the Collateral Agent may reasonably
request in order for the Collateral Agent to obtain “control” in accordance with Sections 9-105 through 9-107 of the
Code with respect to the following Collateral: (i) Electronic Chattel Paper, (ii) Investment Property, and (iii) Letter-of-Credit
Rights.


 


(l)
Inspection and Reporting. Thrice per year, or at any time after an Event of Default has occurred and is continuing, each
Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the
Collateral Agent may designate (at Grantors’ sole cost and expense) (i) to examine and make copies of and abstracts from
any Grantor’s records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases,
Instruments, Accounts, Inventory and other assets of any Grantor from time to time, and (iv) to conduct audits, physical counts,
appraisals and/or valuations, examinations at the locations of any Grantor. Each Grantor shall also permit the Collateral Agent,
or any agent or representatives thereof or such attorneys, accountants or other professionals or other Persons as the Collateral
Agent may designate to discuss such Grantor’s affairs, finances and accounts with any of its directors, officers, managerial
employees, independent accountants or any of its other representatives. Without limiting the foregoing, the Collateral Agent may,
at any time after an Event of Default has occurred and is continuing, in the Collateral Agent’s own name, in the name of
a nominee of the Collateral Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with
the Account Debtors of such Grantor, parties to contracts with such Grantor and/or obligors in respect of Instruments of such
Grantor to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other
matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other receivables.


 




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(m)
Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition
of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Significant Subsidiary and a Domestic Subsidiary, cause such
Significant Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the
Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV
to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such
Subsidiary is a Significant Subsidiary and a Domestic Subsidiary, cause such Significant Subsidiary to duly execute and deliver
a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv)
deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated
stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation
and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has
been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any
other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral
Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral
Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral.
Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged
Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral.
The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented
by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed
and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of
such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of
Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign
jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.


 


Section
6. Additional Provisions Concerning the Collateral.


 


(a)
To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to
execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments
or other documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at
any time and from time to time to file, one or more financing or continuation statements, and amendments thereto, relating to
the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as “all assets”
or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in
any other manner as the Collateral Agent may determine regardless of whether any particular asset of such Grantor falls within
the scope of Article 9 of the Code or whether any particular asset of such Grantor constitutes part of the Collateral, and (B)
contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any
financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization,
the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization
to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, prior
to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or
any part thereof shall be sufficient as a financing statement where permitted by law.


 




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(b)
After an Event of Default has occurred and for so long as such Event of Default is continuing, each Grantor hereby irrevocably
appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion, to take any action and
to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, (i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section
5(e) hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts or other instruments,
documents and chattel paper in connection with clause (i) or (ii) above, (iv) to file any claims or take any action or institute
any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any Collateral or otherwise to
enforce the rights of the Collateral Agent and the Noteholders with respect to any Collateral, (v) to execute assignments, licenses
and other documents to enforce the rights of the Collateral Agent and the Noteholders with respect to any Collateral, and (vi)
to verify any and all information with respect to any and all Accounts. This power is coupled with an interest and is irrevocable
until all of the Obligations are Paid in Full.


 


(c)
For the purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, at such time after an Event of Default
shall have occurred and be continuing 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 assignable, an irrevocable, non-exclusive
license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any
Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license
reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used
for the compilation or printout thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions
of the Securities Purchase Agreement that limit the right of any Grantor to dispose of its property, and Section 5(g) and
Section 5(h) hereof, so long as no Event of Default shall have occurred and be continuing, any Grantor may exploit, use,
enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property
in the ordinary course of its business and as expressly permitted by any of the other Transaction Documents. In furtherance of
the foregoing, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time,
upon the request of any Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested,
which such Grantor shall have certified are appropriate (in such Grantor’s judgment) to allow it to take any action permitted
above (including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual Property). Further,
upon the Payment in Full of all of the Obligations, the Collateral Agent (subject to Section 10(e) hereof) shall release
and reassign to any Grantor all of the Collateral Agent’s right, title and interest in and to the Intellectual Property,
and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies hereunder by
the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by each
Grantor in accordance with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from any
claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by
the Collateral Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral
Agent’s gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.


 




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(d)
If any Grantor fails to perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause
performance of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the reasonable expenses
of the Collateral Agent incurred in connection therewith shall be payable by such Grantor pursuant to Section 8 hereof
and shall be secured by the Collateral.


 


(e)
The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose
any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.


 


(f)
Anything herein to the contrary notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise with respect
to any of the Collateral to the extent set forth therein to perform all of its obligations thereunder to the same extent as if
this Agreement had not been executed, (ii) the exercise by the Collateral Agent of any of its rights hereunder shall not release
any Grantor from any of its obligations under the Licenses or otherwise in respect of the Collateral, and (iii) the Collateral
Agent shall not have any obligation or liability by reason of this Agreement under the Licenses or with respect to any of the
other Collateral, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of any Grantor thereunder
or to take any action to collect or enforce any claim for payment assigned hereunder.


 


(g)
As long as no Event of Default shall have occurred and be continuing and until written notice shall be given to the applicable
Grantor:


 


(i)
Each Grantor shall have the right, from time to time, to vote and give consents with respect to the Pledged Equity, or any part
thereof for all purposes not inconsistent with the provisions of this Agreement, the Securities Purchase Agreement or any other
Transaction Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would
have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Equity or which would
authorize, effect or consent to, to the extent expressly permitted by the Securities Purchase Agreement:


 


(A)
the dissolution or liquidation, in whole or in part, of a Pledged Entity;


 




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(B)
the consolidation or merger of a Pledged Entity with any other Person;


 


(C)
the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor
of the Collateral Agent;


 


(D)
any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance
of any additional shares of its Capital Stock; or


 


(E)
the alteration of the voting rights with respect to the Capital Stock of a Pledged Entity.


 


(h)
(i) Each Grantor shall be entitled, from time to time, to collect and receive for its own use all: (A) cash dividends and interest
paid in respect of the Pledged Equity to the extent not in violation of the Securities Purchase Agreement; and (B) (1) dividends
and interest paid or payable other than in cash in respect of any Pledged Equity, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity, (2) dividends and other distributions
paid or payable in cash in respect of any Pledged Equity in connection with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity, and (3) cash paid, payable or
otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Equity; provided, however,
that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and


 


(ii)
all dividends and interest (other than such cash dividends and interest as are permitted to be paid to any Grantor in accordance
with clause (i) above) and all other distributions in respect of any of the Pledged Equity, whenever paid or made, shall be delivered
to the Collateral Agent to hold as Pledged Equity and shall, if received by any Grantor, be received in trust for the benefit
of the Collateral Agent (for the benefit the Noteholders), be segregated from the other property or funds of such Grantor, and
be forthwith delivered to the Collateral Agent as Pledged Equity in the same form as so received (with any necessary endorsement).


 


Section
7. Remedies Upon Event of Default; Application
of Proceeds. If any Event of Default shall have occurred and be continuing:


 


(a)
The Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein,
in any other Transaction Document or otherwise available to it, all of the rights and remedies of a secured party upon default
under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral,
including, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to
the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Noteholders, all payments
made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though
it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and
upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral
Agent and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably
convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by any Grantor where
the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s
rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (iii) without
advance notice except as specified below and without any obligation to prepare or process the Collateral for sale (provided that
the Collateral Agent shall give notice to any Grantor as promptly as practicable with respect to any such sale), (A) sell the
Collateral or any part thereof in one or more parcels at public or private sale (including, without limitation, by credit bid),
at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or
prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose
of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees
that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten
(10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other
disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not
be obligated to make any sale or other disposition of any 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 hereby waives any claims
against the Collateral Agent and the Noteholders arising by reason of the fact that the price at which its respective Collateral
may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than
the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer such
Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral
be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective
Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties
of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely
affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to
any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use
of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2)
the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’
prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis,
any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the
Collateral Agent shall in its sole discretion determine; and (3) the Collateral Agent may, at any time, pursuant to the authority
granted in Section 6 hereof or otherwise (such authority being effective upon the occurrence and during the continuance
of an Event of Default), execute and deliver on behalf of such Grantor, one or more instruments of assignment of the Intellectual
Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country.


 




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(b)
Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale
or disposition of or collection from, or other realization upon, all or any part of the Collateral shall be applied as follows
(subject to the provisions of the Securities Purchase Agreement): first, to pay any fees, indemnities or expense reimbursements
then due to the Collateral Agent (including those described in Section 8 hereof); second, to pay any fees, indemnities
or expense reimbursements then due to the Noteholders, on a pro rata basis; third to pay interest due under the Notes owing
to the Noteholders, on a pro rata basis; fourth, to pay or prepay principal in respect of the Notes, whether or not then
due, owing to the Noteholders, on a pro rata basis; fifth, to pay or prepay any other Obligations, whether or not then
due, in such order and manner as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreement.
Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the Payment in Full of all of the Obligations
shall be paid over to the Company or as a court of competent jurisdiction may otherwise direct.


 


(c)
In the event that the proceeds of any such sale, disposition, collection or realization are insufficient to pay all amounts to
which the Collateral Agent and the Noteholders are legally entitled, each Grantor shall be, jointly and severally, liable for
the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof
or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs,
expenses and other charges of any attorneys employed by the Collateral Agent to collect such deficiency.


 


(d)
To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner,
each Grantor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses
deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work
in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access
to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party
consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection
remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against
Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or
through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications
or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether
or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii)
to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a
specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the
types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets,
(ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession
or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection
or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral,
or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants,
attorneys and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each
Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by
the Collateral Agent would be commercially reasonable in the Collateral Agent’s exercise of remedies against the Collateral
and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of
not being indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed
to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed
by this Agreement or by applicable law in the absence of this section.


 




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(e)
The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to,
this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such
collateral security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder
and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights,
however existing or arising. To the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any
law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s
rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of
the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to
the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.


 


Section
8. Indemnity and Expenses.


 


(a)
Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders
harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including,
without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that
they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except
to the extent resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of
a court of competent jurisdiction no longer subject to appeal.


 


(b)
Each Grantor agrees, jointly and severally, to pay to the Collateral Agent upon demand the amount of any and all reasonable, out-of-pocket
costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of
any experts and agents (including, without limitation, any collateral trustee which may act as agent of the Collateral Agent),
which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration,
amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of,
or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights
of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.


 


Section
9. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing and shall be mailed (by certified mail, first-class postage prepaid
and return receipt requested), telecopied, e-mailed or delivered, if to any Grantor, to the Company’s address, or if to
the Collateral Agent or any Noteholder, to it at its respective address, each as set forth in Section 9(f) of each of the Securities
Purchase Agreements; or as to any such Person, at such other address as shall be designated by such Person in a written notice
to all other parties hereto complying as to delivery with the terms of this Section 9. All such notices and other communications
shall be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) with respect to notice sent by electronic
mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending
party does not receive an automatically generated message from the recipient’s email server that such e-mail could
not be delivered to such recipient) (A) if sent prior to 6:00 PM New York time on any Business Day, when sent, or (B) if sent
on or after 6:00 PM New York time on any Trading Day (as defined in the Securities Purchase Agreement), on the next Business Day;
or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the same. For the avoidance of doubt, all Foreign Subsidiaries, as Grantors, hereby
appoint the Company as its agent for receipt of service of process and all notices and other communications in the United States
at the address specified below.


 




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Section
10. Miscellaneous.


 


(a)
No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by each Grantor and the
Collateral Agent (and approved by the Required Holders), and no waiver of any provision of this Agreement, and no consent to any
departure by each Grantor therefrom, shall be effective unless it is in writing and signed by each Grantor and the Collateral
Agent (and approved by the Required Holders), and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No amendment, modification or waiver of this Agreement shall be effective to the
extent that it (1) applies to fewer than all of the holders of Notes or (2) imposes any obligation or liability on any holder
of Notes without such holder’s prior written consent (which may be granted or withheld in such holder’s sole discretion).


 


(b)
No failure on the part of the Collateral Agent to exercise, and no delay in exercising, any right reasonably hereunder or under
any of the other Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such
right reasonably preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of
the Collateral Agent or any Noteholder provided herein and in the other Transaction Documents are cumulative and are in addition
to, and not exclusive of, any rights or remedies provided by law. The rights of the Collateral Agent or any Noteholder under any
of the other Transaction Documents against any party thereto are not conditional or contingent on any attempt by such Person to
exercise any of its rights under any of the other Transaction Documents against such party or against any other Person, including
but not limited to, any Grantor.


 


(c)
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or thereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


 




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(d)
This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until
Payment in Full of the Obligations, and (ii) be binding on each Grantor and all other Persons who become bound as debtor to this
Agreement in accordance with Section 9-203(d) of the Code and shall inure, together with all rights and remedies of the Collateral
Agent and the Noteholders hereunder, to the benefit of the Collateral Agent and the Noteholders and their respective permitted
successors, transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding sentence, without
notice to any Grantor, the Collateral Agent and the Noteholders may assign or otherwise transfer their rights and obligations
under this Agreement and any of the other Transaction Documents, to any other Person and such other Person shall thereupon become
vested with all of the benefits in respect thereof granted to the Collateral Agent and the Noteholders herein or otherwise. Upon
any such assignment or transfer, all references in this Agreement to the Collateral Agent or any such Noteholder shall mean the
assignee of the Collateral Agent or such Noteholder. None of the rights or obligations of any Grantor hereunder may be assigned
or otherwise transferred without the prior written consent of the Collateral Agent, and any such assignment or transfer without
such consent of the Collateral Agent shall be null and void.


 


(e)
Upon the Payment in Full of the Obligations, (i) this Agreement and the security interests created hereby shall terminate and
all rights to the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the
Collateral Agent will, upon any Grantor’s request and at such Grantor’s expense, (A) return to such Grantor such of
the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and
deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination, all without any
representation, warranty or recourse whatsoever.


 


(f)
Governing Law; Jurisdiction; Jury Trial.


 


(i)
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York.


 


(ii)
Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other
Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under Section
9(f) of each of the Securities Purchase Agreements and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Nothing contained herein shall be deemed or operate to preclude the Collateral Agent or the Noteholders from
bringing suit or taking other legal action against any Grantor in any other jurisdiction to collect on a Grantor’s obligations
or to enforce a judgment or other court ruling in favor of the Collateral Agent or a Noteholder.


 




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(iii) WAIVER
OF JURY TRIAL, ETC. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


(iv)
Each Party irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding
referred to in this Section any special, exemplary, indirect, incidental, punitive or consequential damages.


 


(g)
Section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any
other purpose.


 


(h)
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together constitute one and the same Agreement. Delivery of any
executed counterpart of a signature page of this Agreement by pdf, facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


(i)
This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations
is rescinded or must otherwise be returned by the Collateral Agent, any Noteholder or any other Person (upon (i) the occurrence
of any Insolvency Proceeding of any of the Company or any Grantor or (ii) otherwise, in all cases as though such payment had not
been made).


 


Section
11. Material Non-Public
Information. Upon receipt or delivery by
the Company of any notice in accordance with the terms of this Agreement, unless the Company has in good faith determined
that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of
its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such
material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a
notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall
indicate to the Collateral Agent and any applicable Noteholder contemporaneously with delivery of such notice, and in the
absence of any such indication, the Collateral Agent and each Noteholder shall be allowed to presume that all matters
relating to such notice do not constitute material, non-public information relating to the Company or its Subsidiaries. The
foregoing shall not apply to notices or other information provided by the Company to the Collateral Agent that may constitute
material, non-public information relating to the Company or any of its Subsidiaries that the Collateral Agent agrees in
writing to receive, with the understanding that such information shall not be publicly disclosed under this Section
11. Nothing contained in this Section 11 shall limit any obligations of the Company, or any rights of the
Collateral Agent or any Noteholder, under Section 3(yy) of each of the Securities Purchase Agreements.


 


Section
12. Amendment and Restatement. This Agreement
constitutes an amendment, modification and restatement of the Existing Security Agreement and shall not constitute a novation,
extinguishment or substitution of the Obligations of the grantors under the Existing Security Agreement or in any way release
or impair the rights, duties, or obligations created pursuant to the Existing Security Agreement or any other Transaction Documents
(as defined in the Existing Security Agreement) or to release or otherwise adversely affect any lien, mortgage or security interest
or any rights of the Collateral Agent against any guarantor, surety or other party primarily or secondarily liable for any Obligation
under the Existing Security Agreement, and all of such rights, duties, obligations, and liens are assumed, ratified and affirmed
by each Grantor. For the avoidance of doubt, the Collateral and the Security Documents (each as defined in the Existing Security
Agreement) continue to secure the Obligations under the Existing Security Agreement and this Agreement, all without offset, defense
or counterclaim.


 


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IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its officer thereunto duly authorized,
as of the date first above written.


 


	 	 	 	GRANTORS:
    
	 	 	 	 
	 	 	 	PAVmed
    Inc.
	 	 	 	 
	 	 	 	By:	                 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	LUCID
    DIAGNOSTICS, INC.
	 	 	 	 	 
	 	 	 	By:
    	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	ACCEPTED
    BY:	 	 	 
	 	 	 	 
	ALTO
    OPPORTUNITY MASTER FUND, 

    SPC - SEGREGATED MASTER 

    PORTFOLIO B, 

    as Collateral Agent 	 	 	 
	 	 	 	 	 
	By:	                 	 	 	 
	Name:	 	 	 	 
	Title: