Exhibit 10.3


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT,
dated as of April 12, 2016 (this “Agreement”), is among xG Technology, Inc. (the “Company”),
all of the Subsidiaries of the Company, which Subsidiaries are set forth on Schedule 1 hereto the Subsidiaries,
and together with the Company, collectively the “Debtors”)
and the holders of the Company’s 5% Senior Secured Convertible Promissory Notes in the original aggregate principal amount
of $500,000 due on January 12, 2017 (collectively, the “Notes”) signatory hereto, their endorsees, transferees
and assigns (collectively, the “Secured Parties”).


 


WITNESSETH:


 


WHEREAS, in order
to induce the Secured Parties to extend the loans evidenced by the Notes and to consummate the other simultaneous transactions
contemplated by the Securities Purchase Agreement by and among the Company and the Secured Parties, dated as of April 12, 2016
(the “Purchase Agreement”), the Debtors have agreed to execute and deliver to the Secured Parties this Agreement
and to grant the Secured Parties, pari passu with each other Secured Party and through the Agent (as defined in Section
18 hereof), a security interest in the Collateral to secure the prompt payment, performance and discharge in full of all of the
Debtors’ Obligations to the Secured Parties including, but not limited to, under the Notes and the Purchase Agreement.


 


NOW, THEREFORE, in
consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.           Certain Definitions.
As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise
defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel paper”,
“commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”,
“general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective
meanings given such terms in Article 9 of the UCC.


 


(a)        “Collateral”
means the collateral in which the Secured Parties are granted a security interest by this Agreement and which shall include the
following personal property of the Debtors, whether presently owned or existing or hereafter acquired or coming into existence,
wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds,
products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of
insurance covering the same and of any tort claims in connection therewith, and all
dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable
or otherwise distributed in respect of, or in exchange for, any or all of the following:


 




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(i)          All goods,
including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and
wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto,
replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in
connection with the Debtors’ businesses and all improvements thereto; and (B) all inventory, including all now owned or hereafter
acquired inventory wherever located including in transit or in warehouses;


 


(ii)         All
contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests,
stock or other securities, rights under any of the Organizational Documents, agreements
related to the Pledged Securities, licenses, distribution and other agreements, computer software (whether “off-the-shelf”,
licensed from any third party or developed by Debtors), computer software development rights, leases, franchises, customer lists,
quality control procedures, grants and rights, goodwill, Intellectual Property and income tax refunds;


 


(iii)        All
accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,
goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties
with respect to each account, including any right of stoppage in transit;


 


(iv)        All
documents, letter-of-credit rights, instruments and chattel paper;


 


(v)         All
commercial tort claims;


 


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


 


(vii)       All
investment property;


 


(viii)      All
supporting obligations; and


 


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


 


(x)          the
Pledged Securities;


 


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


 


Without
limiting the generality of the foregoing, the “Collateral”
shall include all investment property and general intangibles respecting ownership and/or other equity interests in each subsidiary
of the Debtors, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule
H hereto (as the same may be modified from time to time pursuant to the terms hereof),
and any other shares of capital stock and/or other equity interests of any Subsidiary of the Debtors obtained in the future, and,
in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants,
stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged
for, any of the foregoing and all rights arising under or in connection with the Pledged Securities, including, but not limited
to, all dividends, interest and cash.


 




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Notwithstanding
the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent
that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,
however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset
and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.


 


(b)        “Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights
arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent
of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
(iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service
marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country
or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under
the laws of the United States, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals
or extensions of the foregoing, (vi) all licenses for any of the foregoing, and (vii) all causes of action for infringement of
the foregoing.


 


(c)  
      “Majority in Interest”
means, at any time of determination, 50.01% of the outstanding aggregate principal amount of all Notes of the Secured Parties.


 


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


 




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(e)
       “Obligations” means all of the liabilities and obligations
(primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted,
acquired, or owing to, of Debtors to the Secured Parties, including, without limitation, all obligations under this Agreement,
the Notes, the Purchase Agreement, the other Documents and any other instruments, agreements or other documents executed and/or
delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct
or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any
of the Secured Parties as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted,
extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations”
shall include, without limitation: (i) principal of, and interest on the Notes and the loans extended pursuant thereto; (ii) any
and all other fees, indemnities, costs, obligations and liabilities of the Debtors from time to time under or in connection with
this Agreement, the Notes, the Purchase Agreement and any other instruments, agreements or other documents executed and/or delivered
in connection herewith or therewith; including but not limited to late fees, liquidated damages, default interest and (iii) all
amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact
that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving Debtors.


 


(f)
        “Organizational Documents” means with respect to Debtors, the documents by which Debtors were organized
(such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without
limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal
governance of Debtors (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).


 


(g)
       “Pledged Interests” shall have the meaning ascribed to
such term in Section 4(j).


 


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


 


(i)           “Subsidiary”
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person and “Subsidiaries” means collectively each and every Subsidiary
of a Person. The signature page hereto of the Debtors lists, in addition to the Company, all Subsidiaries of the Company


 


(ii)         “UCC”
means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states which has jurisdiction
with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that
defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed
in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions,
they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones
shall be controlling.


 




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2.          Grant of Security Interest
in Collateral. As an inducement for the Secured Parties to extend the loans as evidenced by the Notes (and to convert other
loans made or Securities acquired by one or more of the Secured Parties into Notes) and to secure the complete and timely payment,
performance and discharge in full, as the case may be, of all of the Obligations, Debtors hereby unconditionally and irrevocably
pledge, grant and hypothecate to the Secured Parties a security interest in and to, a lien upon and a right of set-off against
all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security
Interest” and, collectively, the “Security Interests”).


 


3.           Delivery
of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, Debtors shall deliver or cause to be
delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, and
(b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together
with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or has previously
delivered to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities.


 


4.
         Representations, Warranties, Covenants and Agreements of the Debtors. Except as expressly set forth under the
corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith and attached hereto (the
“Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, Debtors represent and warrant
to, and covenants and agrees with, the Secured Parties as follows:


 


(a)        Each
Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
and otherwise to carry out its obligations hereunder. The execution, delivery and performance by Debtors of this Agreement and
the filings contemplated therein have been duly authorized by all necessary action on the part of Debtors and no further action
is required by Debtors. This Agreement has been duly executed by Debtors. This Agreement constitutes the legal, valid and binding
obligation of Debtors, enforceable against Debtors in accordance with its terms except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and
remedies of creditors and by general principles of equity.


 


(b)         Each
Debtor has no place of business or offices where their respective books of account and records are kept (other than temporarily
at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule
A attached hereto. Except as specifically set forth on Schedule A, Debtors are the record owner of the real property
where such Collateral is located, and there exist no mortgages or other liens on any such real property. Except as disclosed on
Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.


 




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(c)         Except
as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses
granted by Debtors in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or
claims, and is fully authorized to grant the Security Interests. Except as set forth on Schedule C attached hereto, there
is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security
agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured
Parties pursuant to this Agreement) covering or affecting any of the Collateral. Except as set forth on Schedule C attached
hereto and except pursuant to this Agreement the Purchase Agreement, the Notes and the other Documents as long as this Agreement
shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any
other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties
pursuant to the terms of this Agreement).


 


(d)         Except
as set forth on Schedule D attached hereto, no written claim has been received that any Collateral or Debtors’ use
of any Collateral violates the rights of any third party. Except as set forth on Schedule D attached hereto, there has been
no adverse decision to Debtors’ claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction
or to Debtors’ right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving
said rights pending or, to the best knowledge of Debtors, threatened before any court, judicial body, administrative or regulatory
agency, arbitrator or other governmental authority.


 


(e)        The
Debtors shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and
records or tangible Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written
notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate
financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to
perfect the Security Interests to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority
lien in the Collateral.


 


(f)        This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral securing the payment and
performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests
created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been
duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately following
paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to
copyrights and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery
of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit
account of the Debtors, and the delivery of the certificates
and other instruments provided in Section 3, no action
is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing,
except for the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the
execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval
or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution,
delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the
Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder.


 




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(g)        Debtors
hereby authorizes the Agent to file one or more (i) financing statements under the UCC or any other similar law with respect to
the Obligations of the Debtors to the Secured Parties, (ii) amend and restate all prior financing statements under the UCC, and
(iii) take all such other actions so that all Obligations hereunder are pari passu between each of the Secured Parties
with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it,
including foreign jurisdictions, including but not limited to filing a fixed and floating charge over the Security Interests in
the


 


(h)          The
execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of Debtors or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law,
rule or regulation applicable to Debtors or (ii) conflict with, or constitute a breach, default and/or on event of default (or
an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt
or other instrument (evidencing Debtors’ debt or otherwise) or other understanding to which Debtors are a party or by which
any property or asset of Debtors are bound or affected. If any, all required consents (including, without limitation, from stockholders
or creditors of Debtors) necessary for Debtors to enter into and perform its obligations hereunder have been obtained, and which
consents are set forth on Exhibit D hereto.


 


(i)
       The capital stock and other equity
interests listed on Schedule H hereto (the “Pledged Securities”)
represent all of the capital stock and other equity interests of all of the subsidiaries of the Debtors, and represent all capital
stock and other equity interests owned, directly or indirectly, by the Debtors. All of the Pledged Securities are validly issued,
fully paid and nonassessable, and except as set forth on Schedule H attached hereto,
the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other
encumbrance except for the security interests created by this Agreement. 


 


(j)
       The ownership and other equity interests in partnerships and limited liability
companies (if any) included in the Collateral (the “Pledged Interests”)
by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities
account or by any financial intermediary.


 




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(k)
        Except as set forth on Schedule D, Debtors shall at all times maintain the liens
and Security Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral
in favor of the Secured Parties until this Agreement and the Security Interest hereunder shall be terminated pursuant to Section
14 hereof. Debtors hereby agree to defend the same against the claims of any and all persons and entities. Debtors shall safeguard
and protect all Collateral for the account of the Secured Parties. At the request of the Agent, Debtors will sign and deliver
to the Agent on behalf of the Secured Parties at any time or from time to time one or more financing statements pursuant to the
UCC in form reasonably satisfactory to the Agent and will pay the cost of filing the same in all public offices wherever filing
is, or is deemed by the Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without
limiting the generality of the foregoing, Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral
and the Security Interests hereunder, and Debtors shall obtain and furnish to the Agent from time to time, upon demand, such releases
and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder.


 


(l)
        Debtors will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except
for non-exclusive licenses granted by Debtors in their ordinary course of business (and sales of inventory by Debtors in their
ordinary course of business) without the prior written consent as provided herein.


 


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


 


(n)         Debtors
shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter
acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation
having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other
such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the
full replacement cost thereof. Debtors shall cause each insurance policy issued in connection herewith to provide, and the insurer
issuing such policy to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured under
each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever,
such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least
thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage
under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment
of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Notes)
exists and if the proceeds arising out of any claim or series of related claims do not exceed $50,000, loss payments in each instance
will be applied by the Debtors to the repair and/or replacement of property with respect to which the loss was incurred to the
extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable
to the Debtors; provided, however,
that payments received by Debtors after an Event of Default occurs and is continuing or in excess of $50,000 for any occurrence
or series of related occurrences shall be paid to the Agent on behalf of the Secured Parties and, if received by Debtors, shall
be held in trust for the Secured Parties and immediately paid over to the Agent unless otherwise directed in writing by the Agent.
Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured
shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.


 




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(o)        Debtors shall promptly but in no event later than two (2) days of obtaining knowledge thereof, advise the Secured Parties,
in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a
material adverse effect on the value of the Collateral or on the Secured Parties’ security interest, through the Agent,
therein.


 


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


 


(q)        Debtors shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and
upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the
Agent from time to time (except upon an Event of Default, an event of default (and/or an event of default or an event of default
that would occur upon the passage of time and/or the giving of notice), in which event inspection shall be at any time as requested
by all of the above parties.


 


(r)         Debtors shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights,
claims, causes of action and accounts receivable in respect of the Collateral.


 


(s)        Debtors shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment,
execution or other legal process levied against any Collateral and of any other information received by Debtors that may materially
affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.


 


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


 


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


 




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(v)        Debtors will not change its name, type of organization, jurisdiction of organization, organizational identification number
(if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days
prior written notice to the Secured Parties of such change and, at the time of such written notification, Debtors provides any
financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and
evidenced by this Agreement.


 


(w)        Except
in the ordinary course of business, Debtors may not consign any of its inventory or sell any of its inventory on bill and hold,
sale or return, sale on approval, or other conditional terms of sale without the consent of the Agent which shall not be unreasonably
withheld.


 


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


 


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


 


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


 


(aa)       At
any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require
or permit possession by the secured party to perfect the security interest created hereby, the Debtors shall deliver such Collateral
to the Agent.


 


(bb)
Debtors, in their capacity as issuer, hereby agree to comply with any and all orders and instructions of Agent regarding the
Pledged Interests consistent with the terms of this Agreement without the further consent of Debtors as contemplated by Section
8-106 (or any successor section) of the UCC. Further, Debtors agree that they shall not enter into a similar agreement (or one
that would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity.


 


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


 




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(dd)       If
there is any investment property or deposit account included as Collateral that can be perfected by “control” through
an account control agreement, the Debtors shall cause such an account control agreement, in form and substance in each case satisfactory
to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Parties.


 


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


 


(ff)
        To the extent that any Collateral is in the possession of any third party, the Debtors shall join with the Agent in notifying
such third party of the Secured Parties’ security interest in such Collateral and shall use its best efforts to obtain an
acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory
to the Agent.


 


(gg)       If
Debtors shall at any time hold or acquire a commercial tort claim, Debtors shall promptly notify the Secured Parties in a writing
signed by Debtors of the particulars thereof and grant to the Secured Parties in such writing a security interest therein and
in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the
Agent.


 


(hh)       Debtors
shall immediately provide written notice to the Secured Parties of any and all accounts which arise out of contracts with any
governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such
accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and cooperate
with the Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar
federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests in such accounts
and proceeds thereof.


 


(ii)         Debtors
shall cause each Subsidiary of Debtors to
immediately become a party hereto (an “Additional Debtor”), by executing and delivering an Additional Debtor
Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Debtors.
Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to
(or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the
Schedules then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing
certificates, incumbency certificates, organizational documents, financing statements and other information and documentation
as the Agent may reasonably request. Upon delivery of the foregoing to the Agent, the Additional Debtor shall be and become a
party to this Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same
extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants
set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the
“Debtor” shall be deemed to include each Additional Debtor.


 


(jj)        Debtors shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Notes.


 




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(kk)        Upon
execution of this Agreement, Debtors shall provide the Agent (i) undated Necessary Endorsements for the transfer to and in the
name of the Agent of all Pledged Securities so that all such Pledged Securities can be dealt with by the Agent upon the occurrence
and in the manner as provided herein, and (ii) all Pledged Securities to the Agent. Upon execution of the Agreement register the
pledge of the applicable Pledged Securities on the books of Debtors. Debtors shall notify each issuer of Pledged Securities to
register the pledge of the applicable Pledged Securities in the name of the Secured Parties on the books of such issuer. Further,
except with respect to certificated securities delivered to the Agent, the Debtors shall deliver to Agent an acknowledgement of
pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with respect to perfection by registration)
signed by the issuer of the applicable Pledged Securities, which acknowledgement shall confirm that: (a) it has registered the
pledge on its books and records; and (b) at any time directed by Agent during the continuation of an Event of Default, such issuer
will transfer the record ownership of such Pledged Securities into the name of any designee of Agent, will take such steps as
may be necessary to effect the transfer, and will comply with all other instructions of Agent regarding such Pledged Securities
without the further consent of the Debtors.


 


(ll)
       In the event that, upon an occurrence of an Event of Default, Agent shall sell all
or any of the Pledged Securities to another party or parties (herein called the “Transferee”)
or shall purchase or retain all or any of the Pledged Securities, Debtors shall, to the extent applicable: (i) deliver to Agent
or the Transferee, as the case may be, the articles of incorporation, bylaws, minute books, stock certificate books, corporate
seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account, financial records and all other Organizational
Documents and records of the Debtors and their direct and indirect subsidiaries; (ii) use its best efforts to obtain resignations
of the persons then serving as officers and directors of the Debtors and their direct and indirect subsidiaries, if so requested;
and (iii) use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit
the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged Securities by Agent and allow
the Transferee or Agent to continue the business of the Debtors and their direct and indirect subsidiaries.


 


(mm)     Without
limiting the generality of the other obligations of the Debtors hereunder, Debtors shall promptly (i) cause to be registered at
the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect
to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to
be duly recorded at the applicable office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license)
or creates any additional material Intellectual Property.


 


(nn)      Debtors
will from time to time promptly execute and deliver all such further instruments and documents, and take all such further action
as may be necessary or desirable, or as the Agent may reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder
and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.


 




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


 


(pp)       Except
as set forth on Schedule H attached hereto, none of the account debtors or other persons or entities obligated on any of
the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local
statute or rule in respect of such Collateral.


 


5.           Effect
of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership
interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests
upon the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets
of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement
of any of Agent’s rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights
notwithstanding any provisions in the Organizational Documents or agreements to which Debtors are subject or to which Debtors
are party.


 


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


 


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


 


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


 


(c)         The failure
by Debtors to observe or perform any of its obligations hereunder for five (5) days after delivery to Debtors of notice of such
failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and
Debtors are using best efforts to cure same in a timely fashion; or


 


(d)         If any
provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by Debtors, or a proceeding shall be commenced by Debtors, or by any governmental authority having jurisdiction
over Debtors, seeking to establish the invalidity or unenforceability thereof, or Debtors shall deny that Debtors have any liability
or obligation purported to be created under this Agreement; or


 


(e)         Any material
diminution in the value of the collateral as determined by the Agent in its reasonable discretion.





 




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7.
         Duty To Hold In Trust.



 


(a)          Upon
the occurrence of any Event of Default and at any time thereafter, Debtors shall, upon receipt of any revenue, income,
dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Notes or otherwise,
or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same
in trust for the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured
Parties, pro-rata in proportion to their respective then-currently outstanding principal amount of Notes for application to the
satisfaction of the Obligations (and if any Note is not outstanding, pro-rata in proportion to the initial purchases of the remaining
Notes).


 


(b)          If
Debtors shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants,
rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization,
reclassification or increase or reduction of capital, or issued in connection with any reorganization of Debtors or any of their
direct or indirect subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange
for, such Pledged Securities or otherwise), Debtors agree to (i) accept the same as the agent of the Secured Parties; (ii) hold
the same in trust on behalf of and for the benefit of the Secured Parties; and (iii) to deliver any and all certificates or instruments
evidencing the same to Agent on or before the close of business on the fifth business day following the receipt thereof by Debtors,
in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement
as Collateral.


 


8.
          Rights and Remedies Upon an Event of Default.


 


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


 


(i)
         The Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance
of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and Debtors shall
assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at Debtors’
premises or elsewhere, and make available to the Agent, without rent, all of Debtors’ respective premises and facilities
for the purpose of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form.


 




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(ii)         Upon
notice to the Debtors by Agent, all rights of Debtors to exercise the voting and other consensual rights which it would otherwise
be entitled to exercise and all rights of Debtors to receive the dividends and interest which it would otherwise be authorized
to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Parties,
any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s
discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right
(but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof,
including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection
with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or
Debtors or any of their direct or indirect subsidiaries.


 


(iii)
       The Agent shall have the right to operate the business of Debtors using the Collateral and shall have the right to assign, sell,
lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with
or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at
such time or times and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable,
all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to
Debtors or right of redemption of Debtors, which are hereby expressly waived. Upon each such sale, lease, assignment or other
transfer of Collateral, the Agent, for the benefit of the Secured Parties, may, unless prohibited by applicable law which cannot
be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption
and equities of Debtors, which are hereby waived and released.


 


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


 


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


 


(vi)        The
Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of Debtors at the United
States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or any purchaser
of any Collateral.


 


(b)         The
Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered
adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving
any warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtors
will only be credited with payments actually made by the purchaser. In addition, Debtors waive any and all rights that they may
have to a judicial hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder, including,
without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its
rights and remedies with respect thereto.


 




    	15 



     


    

 


(c)         For
the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement
or applicable law, Debtors hereby grant to the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable, nonexclusive
license (exercisable without payment of royalty or other compensation to Debtors) to use, license or sublicense following an Event
of Default, any Intellectual Property now owned or hereafter acquired by Debtors, and wherever the same may be located, and including
in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof.


 


9.
         Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder
or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the
expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation,
any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and
expenses incurred by the Agent in enforcing the Secured Parties’ rights hereunder and in connection with collecting, storing
and disposing of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding
principal amounts of Notes at the time of any such determination), and to the payment of any other amounts required by applicable
law, after which the Secured Parties shall pay to the Debtors any surplus proceeds. If, upon the sale, license or other disposition
of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled,
the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount
permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the
Secured Parties to collect such deficiency. To the extent permitted by applicable law, Debtors waive all claims, damages and demands
against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to
the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal)
of a court of competent jurisdiction.


 


10.         Securities
Law Provision. Debtors recognize that Agent may be limited in its ability to effect a sale to the public of all or part of
the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or state
securities laws (collectively, the “Securities Laws”),
and may be compelled to resort to one or more sales to a restricted group of purchasers who may be required to agree to acquire
the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Debtors
agree that sales so made may be at prices and on terms less favorable than if the Pledged Securities were sold to the public,
and that Agent has no obligation to delay the sale of any Pledged Securities for the period of time necessary to register the
Pledged Securities for sale to the public under the Securities Laws. Debtors shall cooperate with Agent in its attempt to satisfy
any requirements under the Securities Laws (including, without limitation, registration thereunder if requested by Agent) applicable
to the sale of the Pledged Securities by Agent.


 




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11.         Costs
and Expenses. Debtors agree to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing
required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial
releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Agent. The Debtors
shall also pay all other claims and charges which in the reasonable opinion of the Agent is reasonably likely to prejudice, imperil
or otherwise affect the Collateral or the Security Interests therein. The Debtors will also, upon demand, pay to the Agent the
amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents,
which the Agent, for the benefit of the Secured Parties, may incur in connection with the creation, perfection, protection, satisfaction,
foreclosure, collection or enforcement of the Security Interest and the preparation, administration, continuance, amendment or
enforcement of this Agreement and pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees
and expenses of its counsel and of any experts and agents, which the Agent, for the benefit of the Secured Parties, and the Secured
Parties may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of
the Secured Parties under the Notes. Until so paid, any fees payable hereunder shall be added to the principal amount of the Notes
and shall bear interest at the default rate.


 


12.
        Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all
Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft
of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing, (a) neither the
Agent nor any Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of
the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare
the Collateral for sale, and (b) Debtors shall remain obligated and liable under each contract or agreement included in the Collateral
to be observed or performed by Debtors thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability
under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Secured
Party of any payment relating to any of the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to
perform any of the obligations of Debtors under or pursuant to any such contract or agreement, to make inquiry as to the nature
or sufficiency of any payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency
of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any
Secured Party may be entitled at any time or times.


 




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13.        Security
Interests Absolute. All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and
unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered
into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment
or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent
to any departure from the Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release
or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral
for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain,
adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral;
or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to Debtors, or a discharge
of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full,
the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation,
the running of the statute of limitations or bankruptcy. Debtors expressly waive presentment, protest, notice of protest, demand,
notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received
by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference
or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due
to any party other than the Secured Parties, then, in any such event, Debtors’ obligations hereunder shall survive cancellation
of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement,
but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Debtors waive
all right to require the Secured Parties to proceed against any other person or entity
or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other
remedy. Debtors waive any defense arising by reason of the application of the statute of limitations to any obligation secured
hereby.


 


14.
        Term of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments
under the Notes have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however,
that all indemnities of the Debtors contained in this Agreement (including, without limitation, Annex B hereto) shall survive
and remain operative and in full force and effect regardless of the termination of this Agreement.


 




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15.        Power of Attorney; Further Assurances.


 


(a)        Debtors
authorize the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents, successors or assigns with
full power of substitution, as Debtors’ true and lawful attorney-in-fact, with power, in the name of the Agent or Debtors,
to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders
or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the
Collateral that may come into possession of the Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or
any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications
and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens,
security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand,
collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual
Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent, and at the
expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to
do all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests
granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Debtors might
or could do; and Debtors hereby ratify all that said attorney shall lawfully do or cause to be done by virtue hereof. This power
of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any
of the Obligations shall be outstanding. The designation
set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents
or agreements to which Debtors are subject or to which Debtors are a party. Without limiting the generality of the
foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized
to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other
Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.


 


(b)        On
a continuing basis, Debtors will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing
and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule E attached
hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested
by the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement,
or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under
the UCC.


 


(c)         Debtors
hereby irrevocably appoint the Agent as Debtors’ attorney-in-fact, with full authority in the place and instead of Debtors
and in the name of Debtors, from time to time in the Agent’s discretion, to take any action and to execute any instrument
which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole
discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without
the signature of Debtors where permitted by law, which financing statements may (but need not) describe the Collateral as “all
assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Agent.
This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long
as any of the Obligations shall be outstanding.


 




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16.        
Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision
of the Purchase Agreement (as such term is defined in the Notes).


 


17.        Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral
or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have
the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without
in any way modifying or affecting any of the Secured Parties’ rights and remedies hereunder.


 


18.
        Appointment of Agent. The Secured Parties hereby appoint [___] to act as their agent (“Agent”)
for purposes of exercising any and all rights and remedies of the Secured Parties hereunder including Annex B hereto. Such appointment
shall continue until revoked in writing by a Majority in
Interest, at which time a Majority in Interest shall appoint a new Agent.
 The Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.


 


19.        Miscellaneous.


 


(a)         No
course of dealing between the Debtors and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the
part of the Secured Parties, any right, power or privilege hereunder or under the Notes shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.


 


(b)        All
of the rights and remedies of the Secured Parties with respect to the Collateral, whether established hereby or by the Notes or
by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 


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


 




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


 


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


 


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


 


(g)        Each
party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order
to carry out the provisions and purposes of this Agreement.


 


(h)        Except
to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, Debtors agree that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement, the Notes the Purchase Agreement and/or other documents
(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan.
Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, Debtors hereby irrevocably
submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.


 




    	21 



     


    

 


(i)         This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and,
all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature
is executed) the same with the same force and effect as if such facsimile signature were the original thereof.


 


(j)          Debtors
shall indemnify, reimburse and hold harmless each of the Agent and the Secured Parties and their respective partners, members,
shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively,
“Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and
expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed
on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement
or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from
the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision of a court of competent
jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in
the Notes, the Purchase Agreement (as such term is defined in the Notes) or any other agreement, instrument or other document executed
or delivered in connection herewith or therewith.


 


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


 


(l)         To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the
consent, approval or action of any partner or member, as applicable, of Debtors or any direct or indirect subsidiary of Debtors
or compliance with any provisions of any of the Organizational Documents, the Debtors hereby grants such consent and approval
and waives any such noncompliance with the terms of said documents.


  


[SIGNATURE PAGES
FOLLOW]


 




    	22 



     


    

 


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


 





	XG Technology, Inc.
	 
	By:	 	 
	 	Name:	 
	 	Title:	 







 




    	23 



     


    

 


[SIGNATURE PAGE OF SECURED PARTIES TO SECURITY
AGREEMENT]


 


Name of Investing Entity:


 


Signature of Authorized Signatory of
Investing entity: _________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________ 


 


Appointment as Collateral Agent accepted and agreed to:


 


Signature of Authorized Signatory of
Investing entity: _________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 




     


     


    

  


SCHEDULE 1


 


List of Subsidiaries


 




     


     


    

  


ANNEX A


to


SECURITY


AGREEMENT


 


FORM OF
ADDITIONAL DEBTOR JOINDER


 


Security Agreement dated as of April 12,
2016 made by


XG Technology, Inc.,


and its Subsidiaries party thereto from
time to time, as Debtors


to and in favor of


the Secured Parties identified therein (the
“Security Agreement”)


 


Reference is made to
the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in, or by reference in, the Security Agreement.


 


The undersigned hereby
agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned shall (a)
be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtor under the Security
Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made
the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST
IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS
SET FORTH THEREIN.


 


Attached hereto are
supplemental and/or replacement Schedules to the Security Agreement, as applicable.


 


An executed copy of
this Joinder shall be delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth herein on or
after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the Secured
Parties.


 


			



 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned has caused this Joinder to be executed in the name and on behalf of the undersigned.


 





	 	[Name of Additional Debtor]	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	Address:	 	 







  


Dated:


 




     


     


    

 


ANNEX B


to


SECURITY


AGREEMENT


 


THE AGENT


 


1. Appointment.
The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective meanings provided
in the Security Agreement to which this Annex B is attached (the "Agreement")), by their acceptance of the benefits
of the Agreement, hereby designate [_____] (“Agent”) as the Agent to act as specified herein and in the Agreement.
Each Secured Party shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of
the Agreement and any other Document (as such term is defined in the Purchase Agreement), including, without limitation, the Intercreditor
and Subordination Agreement dated substantially the date hereof by and among the Debtors and the Secured Parties and to exercise
such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the
terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent may perform any of its duties hereunder
by or through its agents or employees.


 


2. Nature of Duties.
The Agent shall have no duties or responsibilities except those expressly set forth in the Agreement. Neither the Agent nor any
of its partners, members, shareholders, officers, directors, employees or agents shall be liable for any action taken or omitted
by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence of any
oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct
as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Agent
shall be mechanical and administrative in nature; the Agent shall not have by reason of the Agreement or any other Document a fiduciary
relationship in respect of Debtor or any Secured Party; and nothing in the Agreement or any other Document, expressed or implied,
is intended to or shall be so construed as to impose upon the Agent any obligations in respect of the Agreement or any other Transaction
Document except as expressly set forth herein and therein.


 


3. Lack of Reliance
on the Agent. Independently and without reliance upon the Agent, each Secured Party, to the extent it deems appropriate, has
made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Debtor and
its subsidiaries in connection with such Secured Party’s investment in the Debtor, the creation and continuance of the Obligations,
the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith,
and (ii) its own appraisal of the creditworthiness of the Debtor and its subsidiaries, and of the value of the Collateral from
time to time, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured
Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations
are incurred or at any time or times thereafter. The Agent shall not be responsible to any Debtor or any Secured Party for any
recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered
in connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability,
priority or sufficiency of the Agreement or any other Document, or for the financial condition of any Debtor or the value of any
of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions
or conditions of the Agreement or any other Transaction Document, or the financial condition of any Debtor, or the value of any
of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Purchase
Agreement, the Notes or any of the other Documents.


 




     


     


    

 


4. Certain Rights
of the Agent. The Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured
Parties. To the extent practical, the Agent shall request instructions from the Secured Parties with respect to any material act
or action (including failure to act) in connection with the Agreement or any other Document, and shall be entitled to act or refrain
from acting in accordance with the instructions of a Majority in Interest; if such instructions are not provided despite the Agent’s
request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall
be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and the Agent
shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party
shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder
in accordance with the terms of the Agreement or any other Document, and the Debtors shall have no right to question or challenge
the authority of, or the instructions given to, the Agent pursuant to the foregoing and (b) the Agent shall not be required to
take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary
to this Agreement, the Transaction Documents or applicable law.


 


5. Reliance. The
Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made
by the proper person or entity, and, with respect to all legal matters pertaining to the Agreement and the other Documents and
its duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and the other
Transaction Documents and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding,
the Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors
or is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or
lawfully created, perfected, or enforced or are entitled to any particular priority.


 


6. Indemnification.
To the extent that the Agent is not reimbursed and indemnified by the Debtor, the Secured Parties will jointly and severally reimburse
and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Notes, from and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder
or under the Agreement or any other Document, or in any way relating to or arising out of the Agreement or any other Document except
for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted
solely from the Agent's (and/or by Agent’s, and/or representatives of the Agent) gross negligence or willful misconduct.
Prior to taking any action hereunder as Agent, the Agent may require each Secured Party to deposit with it sufficient sums as it
determines in good faith is necessary to protect the Agent for costs and expenses associated with taking such action.


 




     


     


    

 


7. Resignation by
the Agent. 


 


(a) The Agent
may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any
time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtor and the Secured Parties. Such resignation
shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.


 


(b) Upon
any such notice of resignation, the Secured Parties, acting by a Majority
in Interest shall appoint a successor Agent hereunder.


 


(c) If a
successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who
shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor
Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead
the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not
limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by
the Debtor on demand.


 


8. Rights with respect
to Collateral. Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall not, and shall
not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement
or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other Secured
Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement)
and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and
the other Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring
Agent shall be discharged from its duties and obligations under the Agreement.  After any retiring Agent’s resignation
or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent.


 




     


     


    

 


DISCLOSURE
SCHEDULES


(Security Agreement)


 


Schedule I (4(d))


 


Schedule A


Principal Place of Business of each Debtor:


Locations Where all Collateral is Located
or Stored, Etc.


 


[LIST]


 


Schedule B


Ownership Interest to Collateral


 


[LIST]


 


Schedule C


Other Liens, Etc.


 


[LIST]


 


 


Schedule D


List of Capital Stock and other Equity
Securities of Subsidiaries; Ownership of such Capital Stock; Liens Etc. of such Capital Stock 


 


[LIST]


 


Schedule E


Name and Place of Jurisdiction; State
of formation and organized number of each Debtor. 


 


[LIST]


 


Schedule F


Legal Names of Organization Identification
Numbers of each Debtor, and Trade Names, other Names, Mergers and Acquisitions


 


[LIST AS APPROPRIATE.]


 


Schedule G


Intellectual Property, Etc.


 




     


     


    

  


Patents/Patent Applications


 


Domain Names


 


Copyrights


 


[LIST]


 


Trademarks/Trademark Applications


 





	FILE NO.	 	COUNTRY	 	MARK
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







 


Schedule H


Account Debtors


 


[LIST]


 


Schedule I


Pledged Securities


 


The Company is the sole owner 100% of the
[_____] its subsidiaries, as follows: