GUARANTEE
AND COLLATERAL AGREEMENT


 


dated
as of December 3, 2012


 


among


OPTOS CAPITAL PARTNERS, LLC, MDT LABOR,
LLC, FOCUS FIBER SOLUTIONS, LLC, JUS

-COM, INC., CMK RESOURCE GROUP, LLC and TOWNSEND CAREERS, LLC,


as Borrowers,


 


FOCUS VENTURE PARTNERS, INC.


as Guarantor,


 


THE VARIOUS FINANCIAL INSTITUTIONS PARTY
HERETO,


as Lenders,


 


THE
OTHER PARTIES HERETO,


as Grantors,


 


and


ATALAYA ADMINISTRATIVE LLC,


as Administrative Agent


 








	 
	 













 



    	 



    	 



    

 


GUARANTEE AND COLLATERAL AGREEMENT


 


Guarantee and Collateral
Agreement, dated as of December 3, 2012 (this “Agreement”), made by each signatory hereto (together with any
other Person that becomes a party hereto as provided herein, “Grantors”), in favor of ATALAYA ADMINISTRATIVE
LLC, in its capacity as administrative agent ("Agent") for all Lenders party to the Credit Agreement (as hereafter
defined).


 


RECITALS


 


A.           Lenders
have severally agreed to extend credit to Borrowers pursuant to the Credit Agreement. Each Borrower is affiliated with each other
Grantor. The proceeds of credit extended under the Credit Agreement will be used in part to enable Borrowers to make valuable transfers
to Grantors in connection with the operation of their respective businesses. Each Borrower and the other Grantors are engaged in
interrelated businesses, and each Grantor will derive substantial direct and indirect benefit from extensions of credit under the
Credit Agreement.


 


B.           Each
Borrower is a direct or indirect Subsidiary of Focus Venture Partners, Inc., a Nevada corporation ("Guarantor").
Guarantor has guaranteed the payment and the performance of Borrowers' obligations under the Credit Agreement.


 


C.           It
is a condition precedent to each Lender’s obligation to extend credit under the Credit Agreement that Grantors shall have
executed and delivered this Agreement to Agent for the ratable benefit of all Lenders.


 


D.           In
consideration of the premises and to induce Agent and Lenders to enter into the Credit Agreement and to induce Lenders to extend
credit thereunder, each Grantor hereby agrees with Agent, for the ratable benefit of Lenders, as follows:


 


Section 1 Definitions.


 


1.1           Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement, and the following terms are used herein as defined in the UCC: Accounts, Certificated Security, Chattel Paper, Commercial
Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Goods, Health-Care Insurance Receivables,
Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.


 


1.2           When
used herein the following terms shall have the following meanings:


 


Assigned Agreements
means each of the Related Agreements, any stock purchase agreement, asset purchase agreement, merger agreement and any similar
documents entered into by any Grantor either in connection with the Related Transactions or otherwise.


 


Agreement has
the meaning set forth in the preamble hereto.


 


Borrowers' Obligations
means all "Obligations" as such term is defined in the Credit Agreement.


 



    	 



    	 



    

  


Collateral means
(a) all of the assets and personal property now owned or at any time hereafter acquired by any Grantor or in which any Grantor
now has or at any time in the future may acquire any right, title or interest, including all of each Grantor’s Accounts,
Chattel Paper (including Electronic Chattel Paper), Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods,
Health-Care Insurance Receivables, Instruments, Intellectual Property, Inventory, Investment Property, Letter-of-Credit Rights,
Supporting Obligations and Identified Claims, (b) all books and records pertaining to any of the foregoing, (c) all Proceeds and
products of any of the foregoing and (d) all collateral security and guarantees given by any Person with respect to any of the
foregoing; provided, that the Collateral shall not include the Excluded Property. Where the context requires, terms relating
to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the
relevant part thereof.


 


Copyrights means
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, including those listed on Schedule 5, all registrations and recordings
thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States
Copyright Office, and the right to obtain all renewals of any of the foregoing.


 


Copyright Licenses
means all written agreements naming any Grantor as licensor or licensee, including those listed on Schedule 5, granting
any right under any Copyright, including the grant of rights to manufacture, distribute, exploit and sell materials derived from
any Copyright.


 


Credit Agreement
means the Credit Agreement of even date herewith among Borrowers, the financial institutions that are from time to time parties
thereto, as Lenders thereunder, and Agent, as amended, supplemented, restated or otherwise modified from time to time.


 


Excluded Property
means, with respect to a Grantor, (a) “intent-to-use” Trademarks until such time as such Grantor begins to use
such Trademarks, and (b) any item of General Intangibles that is now or hereafter held by such
Grantor but only to the extent that such item of General Intangibles (or any agreement evidencing such item of General Intangibles)
contains a term or is subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has
not been obtained) of a Person (other than such Grantor) to, the creation, attachment or perfection of the security interest granted
herein, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and
is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409
of the UCC); provided, however, that (x) Excluded Property shall not include, any Proceeds of any item of General
Intangibles, and (y) any item of General Intangibles that at any time ceases to satisfy the criteria for Excluded Property
(whether as a result of the applicable Grantor obtaining any necessary consent, any change in any rule of law, statute or regulation,
or otherwise), shall no longer be Excluded Property and shall automatically constitute a portion of the Collateral subject to the
grant of security contained herein.


 


Fixtures means
all of the following, whether now owned or hereafter acquired by a Grantor: plant fixtures; business fixtures; other fixtures and
storage facilities, wherever located; and all additions and accessories thereto and replacements therefor.


 


Foreign Subsidiary
means any Subsidiary organized under the laws of a jurisdiction other than the United States, any State of the United States or
the District of Columbia.


 


General Intangibles
means all “general intangibles” as such term is defined in Section 9-106 of the UCC and, in any event, including
with respect to any Grantor, all contracts (including all Assigned Agreements and Seller Undertakings), agreements, instruments
and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title
or interest or to which such Grantor or any property of such Grantor is subject, as the same from time to time may be amended,
supplemented or otherwise modified, including, without limitation, (a) all rights of such Grantor to receive moneys due and to
become due to it thereunder or in connection therewith, (b) all rights of such Grantor to damages arising thereunder and (c) all
rights of such Grantor to perform and to exercise all remedies thereunder; provided, that the foregoing limitation shall
not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any Receivable
or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture.


 



    	-2-



    	 



    

  


Grantor has
the meaning set forth in the preamble to this Agreement.


 


Guarantor's Obligations
means all of such Guarantor’s obligations under this Agreement.


 


Guarantor has
the meaning set forth in the Recitals to this Agreement.


 


Identified Claims
means the Commercial Tort Claims described on Schedule 7 as such schedule may be supplemented from time to time.


 


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 the Copyrights, the Copyright Licenses, the Patents, the Patent
Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.


 


Intercompany Note
means any promissory note evidencing loans made by any Grantor to any other Grantor.


 


Investment Property
means the collective reference to (a) all “investment property” as such term is defined in Section 9-102 of the UCC
(other than the equity interest of any Foreign Subsidiary excluded from the definition of Pledged Equity), (b) all “financial
assets” as such term is defined in Section 8-102(a)(9) of the UCC, and (c) whether or not constituting “investment
property” as so defined, all Pledged Notes and all Pledged Equity.


 


Issuers means
the collective reference to each issuer of any Investment Property.


 


Patents means
(a) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions
thereof and all goodwill associated therewith, including any of the foregoing referred to in Schedule 5, (b) all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
including any of the foregoing referred to in Schedule 5, and (c) all rights to obtain any reissues or extensions of the
foregoing.


 


Patent Licenses
means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or
sell any invention covered in whole or in part by a Patent, including any of the foregoing referred to in Schedule 5.


 


Permitted Liens
means the Liens permitted under Section 7.2 of the Credit Agreement.


 


Pledged Equity
means the equity interests of Borrowers listed on Schedule 1, together with any other equity interests, certificates, options
or rights of any nature whatsoever in respect of the equity interests of any Person that may be issued or granted to, or held by,
any Grantor while this Agreement is in effect; provided that in no event shall more than 65% of the total outstanding voting
equity interests of any Foreign Subsidiary constitute Pledged Equity.


 



    	-3-



    	 



    

  


Pledged Notes
means all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to any Grantor and all other
promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit
by any Grantor in the ordinary course of business).


 


Proceeds means
all “proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include all dividends or
other income from the Investment Property, collections thereon or distributions or payments with respect thereto.


 


Receivable means
any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument
or Chattel Paper and whether or not it has been earned by performance (including any Accounts).


 


Secured Obligations
means, collectively, the Borrowers' Obligations and Guarantor's Obligations.


 


Securities Act
means the Securities Act of 1933, as amended.


 


Seller Undertakings
means, collectively, all representations, warranties, covenants and agreements in favor of any Grantor, and all indemnifications
for the benefit of any Grantor relating thereto, pursuant to the Assigned Agreements.


 


Trademarks means
(a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service
marks, logos 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, including any of the foregoing referred
to in Schedule 5, and (b) the right to obtain all renewals thereof.


 


Trademark Licenses
means, collectively, each agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use
any Trademark, including any of the foregoing referred to in Schedule 5.


 


UCC means the
Uniform Commercial Code as in effect on the date hereof and from time to time in the State of New York, provided
that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security
interests in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect
on or after the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection
or availability of such remedy.


 


Section 2 Guarantee.


 


2.1           Guarantee.
(a) Guarantor hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guarantees
to Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of
the Borrowers Obligations.


 


(b)        Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed by Guarantor under applicable federal and state
laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).


 



    	-4-



    	 



    

  


(c)         Guarantor
agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of Guarantor hereunder
without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of Agent or any Lender
hereunder.


 


(d)      
  The guarantee contained in this Section 2 shall remain in full force and effect until all of the Secured
Obligations shall have been Paid in Full.


 


(e)      
  No payment made by any Borrower, Guarantor, any other guarantor or any other Person or received or collected by
Agent or any Lender from any Borrower, the Guarantor, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of
the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder
which shall, notwithstanding any such payment (other than any payment made by Guarantor in respect of the Secured Obligations
or any payment received or collected from Guarantor in respect of the Secured Obligations), remain liable for the Secured
Obligations up to the maximum liability of Guarantor hereunder until the Secured Obligations are Paid in Full.


 


2.2           Intentionally
omitted. 


 


2.3           No
Subrogation. Notwithstanding any payment made by Guarantor hereunder or any set-off or application of funds of Guarantor by
Agent or any Lender, Guarantor shall not be entitled to be subrogated to any of the rights of Agent or any Lender against any Borrower
or any collateral security or guarantee or right of offset held by Agent or any Lender for the payment of the Secured Obligations,
nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower in respect of payments made
by Guarantor hereunder, until all of the Secured Obligations are Paid in Full; provided that any such right of contribution or
reimbursement against Borrower (including any right under Section 2.2) shall be irrevocably and automatically waived in
the event the Pledged Equity or other equity securities of any Borrower are sold or otherwise transferred or disposed of in connection
with the exercise of rights and remedies by Agent and Lenders (including in connection with a consensual sale, transfer or other
disposition in lieu of foreclosure). If any amount shall be paid to Guarantor on account of such subrogation rights at any time
when all of the Secured Obligations shall not have been Paid in Full, such amount shall be held by Guarantor in trust for Agent
and the Lenders, segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over to Agent
in the exact form received by Guarantor (duly indorsed by Guarantor to Agent, if required), to be applied against the Secured Obligations,
whether matured or unmatured, in a manner that is consistent with the provisions of Section 10.22 of the Credit Agreement.


 


2.4           Amendments,
etc. with respect to the Secured Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of
the Secured Obligations made by Agent or any Lender may be rescinded by Agent or such Lender and any of the Secured Obligations
continued, and the Secured Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security
or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by Agent or any Lender, and the Credit Agreement and
the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented
or terminated, in whole or in part, as Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from
time to time, and any collateral security, guarantee or right of offset at any time held by Agent or any Lender for the payment
of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for
the guarantee contained in this Section 2 or any property subject thereto.


 



    	-5-



    	 



    

  


2.5           Guarantee
Absolute and Unconditional. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the
Secured Obligations and notice of or proof of reliance by Agent or any Lender upon the guarantee contained in this Section 2
or acceptance of the guarantee contained in this Section 2; the Secured Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 2, and all dealings between any Borrower and Guarantor, on the one hand, and Agent and the Lenders,
on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained
in this Section 2. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment
to or upon Borrowers or Guarantor with respect to the Secured Obligations. Guarantor understands and agrees that the guarantee
contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without
regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Secured Obligations
or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time
held by Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may
at any time be available to or be asserted by any Borrower or any other Person against Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of Borrowers or Guarantor) which constitutes, or might be construed to constitute,
an equitable or legal discharge of Borrowers for the Secured Obligations, or of Guarantor under the guarantee contained in this
Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against Guarantor, Agent or any Lender may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as it may have against Borrowers, Guarantor or any other Person or against any collateral
security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by Agent or any
Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from Borrowers, Guarantor or
any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release
of Borrowers, Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor
of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of Agent or any Lender against Guarantor. For the purposes hereof “demand” shall include the commencement
and continuance of any legal proceedings.


 


2.6           Reinstatement.
The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by
Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower
or Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.


 


2.7           Payments.
Guarantor hereby guarantees that payments hereunder will be paid to Agent without set-off or counterclaim in Dollars at the office
of Agent specified in the Credit Agreement.


 



    	-6-



    	 



    

  


Section 3 Grant
of Security Interest.


 


Each Grantor hereby assigns
and transfers to Agent, and hereby grants to Agent, for the ratable benefit of the Lenders and (to the extent provided herein)
their Affiliates, a security interest in all of its Collateral, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.


 


Section 4 Representations
and Warranties.


 


To induce Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to Borrowers
thereunder, each Grantor jointly and severally hereby represents and warrants to Agent and each Lender that:


 


4.1           Title;
No Other Liens. Except for Permitted Liens, the Grantors own each item of the Collateral free and clear of any and all Liens
or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file
or of record in any public office, except filings evidencing Permitted Liens and filings for which termination statements have
been delivered to Agent.


 


4.2           Perfected
First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other
actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on Schedule 2,
have been delivered to Agent in completed and duly executed (if applicable) form) will constitute valid perfected security interests
in all of the Collateral in favor of Agent, for the ratable benefit of the Lenders, as collateral security for each Grantor’s
Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to
purchase any Collateral from each Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof
except for Liens expressly permitted by the Credit Agreement. The filings and other actions specified on Schedule 2 constitute
all of the filings and other actions necessary to perfect all security interests granted hereunder.


 


4.3           Grantor
Information. On the date hereof, Schedule 3 sets forth (a) each Grantor’s jurisdiction of organization, (b) the
location of each Grantor’s chief executive office, (c) each Grantor’s exact legal name as it appears on its organizational
documents, (d) each Grantor’s federal employer identification number, and (e) each Grantor’s organizational identification
number.


 


4.4           Collateral
Locations. On the date hereof, Schedule 4 sets forth (a) each place of business of each Grantor (including its chief
executive office), (b) all locations where all Collateral (including a description thereof) owned by each Grantor is kept, except
with respect to Inventory and Equipment with a fair market value of less than $25,000 (in the aggregate for all Grantors)
which may be located at other locations within the United States and (c) whether each such Collateral location and place of business
(including each Grantor’s chief executive office) is owned or leased (and if leased, specifies the complete name and notice
address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman
or consignee, except as indicated on Schedule 4.


 


4.5           Certain
Property. None of the Collateral constitutes, or is the Proceeds of, (a) Farm Products, (b) Health-Care Insurance Receivables
or (c) vessels, aircraft or any other property subject to any certificate of title or other registration statute of the United
States, any State or other jurisdiction, except for personal vehicles owned by the Grantors and used by employees of the Grantors
in the ordinary course of business with an aggregate fair market value of less than $100,000 (in the aggregate for all Grantors).


 



    	-7-



    	 



    

  


4.6           Investment
Property. (a) The shares of Pledged Equity pledged by each Grantor hereunder constitute all the issued and outstanding equity
interests of each Issuer owned by such Grantor or, in the case of any Foreign Subsidiary, all issued and outstanding equity interests
of such Foreign Subsidiary owned by such Grantor not in excess of 65% of all issued and outstanding voting equity interests.


 


(b)          All
of the Pledged Equity has been duly and validly issued and is fully paid and nonassessable.


 


(c)          Each
of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance
with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing).


 


(d)          Schedule
1 lists all Investment Property owned by each Grantor as of the Closing Date. Each Grantor is the record and beneficial owner
of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options
in favor of, or claims of, any other Person, except the security interest created by this Agreement and, in the case of Investment
Property which does not constitute Pledged Equity or Pledged Notes, for Permitted Liens.


 


4.7           Receivables.
(a) No material amount payable to any Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel
Paper which has not been delivered to Agent.


 


(b)          The
amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables (to
the extent such representations are required by any of the Loan Documents) will at all such times be accurate.


 


4.8           Intellectual
Property. (a) Schedule 5 lists all Intellectual Property owned by such Grantor in its own name on the date hereof.


 


(b)          All
material Intellectual Property owned by Guarantor is valid, subsisting, unexpired and enforceable, has not been abandoned and,
to such Grantor’s knowledge, does not infringe the intellectual property rights of any other Person.


 


(c)          Except
as set forth in Schedule 5, as of the Closing Date, none of the Intellectual Property constituting Collateral is the subject
of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.


 


(d)          No
holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity
of, or any Grantor’s rights in, any Intellectual Property owned by any Grantor in any material respect.


 


(e)          No
action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel
or question the validity of any material Intellectual Property or any Grantor’s ownership interest therein, or (ii) which,
if adversely determined, would adversely affect the value of any material Intellectual Property.


 


(f)          Each
Grantor owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of
businesses of such Grantor, without any infringement upon rights of others which could reasonably be expected to have a Material
Adverse Effect.


 



    	-8-



    	 



    

  


4.9           Depositary
and Other Accounts. All Deposit Accounts and all other depositary and other accounts maintained by each Grantor as of the Closing
Date are described on Schedule 6 hereto, which description includes for each such account the name of the Grantor maintaining
such account, the name, address, telephone and fax numbers of the financial institution at which such account is maintained, the
account number, the type of account and the account officer, if any, of such account.


 


4.10         Excluded
Property. Each Grantor represents, warrants and covenants that it does not own, and will not own, assets which satisfy the
provisions of clause (b) of the definition of Excluded Property, which when aggregated, are material to the business of such Grantor.


 


4.11         Credit
Agreement. Each Grantor makes each of the representations and warranties made by Borrowers in the Credit Agreement (which representations
and warranties shall be deemed to have been renewed upon each borrowing or issuance of a Letter of Credit under the Credit Agreement).
Such representations and warranties are incorporated herein by this reference as if fully set forth herein.


 


Section 5 Covenants.


 


Each Grantor covenants
and agrees with Agent and the Lenders that, from and after the date of this Agreement until the Secured Obligations shall have
been Paid in Full:


 


5.1           Delivery
of Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral
in excess of $25,000 (in the aggregate for all Grantors) shall be or become evidenced by any Instrument, Certificated Security
or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to Agent, duly indorsed
in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of Electronic Chattel Paper,
the applicable Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the
event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any Instrument, Certificated Security
or Chattel Paper not theretofore delivered to Agent and at such time being held by any Grantor shall be immediately delivered to
Agent, duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of
Electronic Chattel Paper, the applicable Grantor shall cause Agent to have control thereof within the meaning set forth in Section
9-105 of the UCC.


 


5.2           Maintenance
of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security
interest against the claims and demands of all Persons whomsoever.


 


(b)          Such
Grantor will furnish to Agent and the Lenders from time to time statements and schedules further identifying and describing the
assets and property of such Grantor and such other reports in connection therewith as Agent may reasonably request, all in reasonable
detail.


 



    	-9-



    	 



    

 


(c)          At
any time and from time to time, upon the written request of Agent, and at the sole expense of such Grantor, such Grantor will promptly
and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as Agent
may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers
herein granted, including (i) filing any financing or continuation statements under the UCC (or other similar laws) in effect in
any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts,
Electronic Chattel Paper and Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable
Agent to obtain “control” (within the meaning of the applicable UCC) with respect thereto, in each case pursuant to
documents in form and substance satisfactory to Agent and (iii) during the continuance of an Event of Default, if requested by
Agent, delivering, to the extent permitted by law, any original motor vehicle certificates of title received by such Grantor from
the applicable secretary of state or other Governmental Authority reflecting Agent’s security interest has been recorded
therein.


 


(d)          Each
Grantor authorizes Agent to, at any time and from time to time, file financing statements, continuation statements, and amendments
thereto that describe the Collateral (including describing the Collateral as “all assets” of each Grantor, or words
of similar effect), and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance
of any financing statement, continuation statement, or amendment, and each Grantor agrees to furnish any such information to Agent
promptly upon request. Any such financing statement, continuation statement, or amendment may be signed (to the extent signature
of a Grantor is required under applicable law) by Agent on behalf of any Grantor and may be filed at any time in any jurisdiction.


 


(e)          Each
Grantor shall, at any time and from time and to time, take such steps as Agent may reasonably request for Agent (i) to obtain an
acknowledgement, in form and substance reasonably satisfactory to Agent, of any bailee having possession of any of the Collateral,
stating that the bailee holds such Collateral for Agent, (ii) to obtain “control” of any letter-of-credit rights, or
electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes
“control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably
satisfactory to Agent, and (iii) otherwise to insure the continued perfection and priority of Agent’s security interest in
any of the Collateral and of the preservation of its rights therein.


 


(f)          Without
limiting the generality of the foregoing, if any Grantor at any time holds or acquires an interest in any electronic chattel paper
or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global
and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction,
such Grantor shall promptly notify Agent thereof and, at the request of Agent, shall take such action as Agent may reasonably request
to vest in Agent “control” under Section 9-105 of the UCC of such electronic chattel paper or control under Section
201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic
Transactions Act, as so in effect in such jurisdiction, of such transferable record. Agent agrees with the Grantors that Agent
will arrange, pursuant to procedures satisfactory to Agent and so long as such procedures will not result in Agent’s loss
of control, for the Grantors to make alterations to the electronic chattel paper or transferable record permitted under Section
9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or
§16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of
Default has occurred and is continuing or would occur after taking into account any action by any Grantor with respect to such
electronic chattel paper or transferable record.


 


5.3           Changes
in Locations, Name, etc. Such Grantor shall not, except upon 30 days’ prior written notice to Agent and delivery to Agent
of (a) all additional financing statements and other documents reasonably requested by Agent as to the validity, perfection and
priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing
any additional location at which Inventory or Equipment shall be kept:


 



    	-10-



    	 



    

 


(i)             permit
any of the Inventory or Equipment to be kept at a location other than those listed on Schedule 4; provided, that
up to $25,000 (in the aggregate for all Grantors) in fair market value of any such Inventory and Equipment may be kept at
other locations;


 


(ii)           change
the location of its chief executive office from that specified on Schedule 3 or in any subsequent notice delivered pursuant
to this Section 5.3; or


 


(iii)          change
its name, identity or corporate or limited liability company structure.


 


Such Grantor shall not change its jurisdiction
of organization without the prior written consent of Required Lenders.


 


5.4           Notices.
Such Grantor will advise Agent and the Lenders promptly, in reasonable detail, of:


 


(a)        any
Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of Agent to exercise any of
its remedies hereunder; and


 


(b)        the
occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the
Collateral or on the Liens created hereby.


 


5.5           Investment
Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate, option or rights in respect
of the equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any
of the Pledged Equity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of Agent and the Lenders,
hold the same in trust for Agent and the Lenders and deliver the same forthwith to Agent in the exact form received, duly indorsed
by such Grantor to Agent, if required, together with an undated instrument of transfer covering such certificate duly executed
in blank by such Grantor and with, if Agent so requests, signature guaranteed, to be held by Agent, subject to the terms hereof,
as additional Collateral for the Secured Obligations. Upon the occurrence and during the continuance of an Event of Default, (i)
any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over
to Agent to be held, at Agent’s option, either by it hereunder as additional Collateral for the Secured Obligations or applied
to the Secured Obligations as provided in Section 6.5, and (ii) in case any distribution of capital shall be made on or
in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant
to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property
so distributed shall, unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent to be held, at Agent’s
option, either by it hereunder as additional Collateral for the Secured Obligations or applied to the Secured Obligations as provided
in Section 6.5. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property
so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such
money or property is paid or delivered to Agent, hold such money or property in trust for the Lenders, segregated from other funds
of such Grantor, as additional Collateral for the Secured Obligations.


 


(b)        Without
the prior written consent of Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to
issue any equity interests of any nature or to issue any other securities or interests convertible into or granting the right to
purchase or exchange for any equity interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise
dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction
which is permitted or not prohibited by the Credit Agreement, (iii) create, incur or permit to exist any Lien or option in favor
of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except
for Permitted Liens, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or Agent
to sell, assign or transfer any of the Investment Property or Proceeds thereof.


 



    	-11-



    	 



    

 


 


(c)         In
the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will
notify Agent promptly in writing of the occurrence of any of the events described in Section 5.5(a) with respect to the
Investment Property issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to such Grantor with
respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 regarding the Investment Property
issued by it.


 


5.6           Receivables.
(a) Except as permitted by the Credit Agreement, Grantors will not (i) grant any extension of the time of payment of any Receivable,
(ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person
liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement
or modify any Receivable in any manner that could adversely affect the value thereof.


 


(b)         Grantors
will deliver Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity
or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables of any Grantor.


 


5.7          Intellectual
Property. (a) Each Grantor (either itself or through licensees) will (i) continue to use each Trademark material to its business
on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price
lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the
past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of
registration and all other notices and legends required by applicable law, (iv) not adopt or use any mark which is confusingly
similar or a colorable imitation of any Trademark unless Agent, for the ratable benefit of the Lenders, shall obtain a perfected
security interest in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to)
do any act or knowingly omit to do any act whereby any Trademark may become invalidated or impaired in any way.


 


(b)         Each
Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become
forfeited, abandoned or dedicated to the public.


 


(c)         Each
Grantor (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may
become invalidated or otherwise impaired. Each Grantor will not (either itself or through licensees) do any act whereby any material
portion of the Copyrights may fall into the public domain.


 


(d)         Each
Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe
the intellectual property rights of any other Person.


 



    	-12-



    	 



    

  


(e)         Each
Grantor will notify Agent and the Lenders immediately if it knows, or has reason to know, that any application or registration
relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including the institution of, or any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding, its ownership
of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain
the same.


 


(f)         Whenever
a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar
office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to Agent concurrently
with the next delivery of financial statements of Borrowers pursuant to Section 6.1.1 or 6.1.2 of the Credit Agreement, as applicable.
Upon the request of Agent, each Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents,
and papers as Agent may request to evidence Agent’s and the Lenders’ security interest in any Copyright, Patent or
Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.


 


(g) 
       Each Grantor will take all reasonable and necessary steps to maintain and pursue
each application (and to obtain the relevant registration) and to maintain each registration of all material Intellectual
Property owned by it.


 


(h)         In
the event that any material Intellectual Property is infringed upon or misappropriated or diluted by a third party, each Grantor
shall (i) take such actions as it shall reasonably deem appropriate under the circumstances to protect such Intellectual Property
and (ii) if such Intellectual Property is of material economic value, promptly notify Agent after it learns thereof and, to the
extent, in its reasonable judgment, it determines it appropriate under the circumstances, sue for infringement, misappropriation
or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation
or dilution.


 


5.8         Seller
Undertakings.


 


(a)            Each
Grantor shall keep Agent informed of all circumstances bearing upon any potential claim under or with respect to the Assigned Agreements
and the Seller Undertakings and such Grantor shall not, without the prior written consent of Agent, (i) waive any of its rights
or remedies under any Assigned Agreement with respect to any of the Seller Undertakings in excess of $25,000, (ii) settle,
compromise or offset any amount payable by the sellers to such Grantor under any Assigned Agreement in excess of $25,000 or (iii) amend
or otherwise modify any Assigned Agreement in any manner which is adverse to the interests of Agent or any Lender.


 


(b)            Each
Grantor shall perform and observe all the terms and conditions of each Assigned Agreement to be performed by it, maintain each
Assigned Agreement in full force and effect, enforce each Assigned Agreement in accordance with its terms and take all such action
to such end as may from time to time be reasonably requested by Agent.


 


(c)            Anything
herein to the contrary notwithstanding, (i) each applicable Grantor shall remain liable under each Assigned Agreement to the
extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not
been executed, (ii) the exercise by Agent of any of its rights hereunder shall not release any Grantor from any of its duties
or obligations under any Assigned Agreement and (iii) neither Agent nor any other Lender shall have any obligation or liability
under any Assigned Agreement by reason of this Agreement, nor shall Agent or any other Lender be obligated to perform any of the
obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.


 



    	-13-



    	 



    

  


5.9           Depositary
and Other Deposit Accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit
account to provide Agent with such information with respect to such deposit account as Agent may from time to time reasonably request,
and each Grantor hereby consents to such information being provided to Agent. Each Grantor will cause each financial institution
at which such Grantor maintains a deposit account, securities account or other similar account to enter into an account control
agreement or other similar agreement with Agent and such Grantor, in form and substance reasonably satisfactory to Agent, in order
to give Agent “control” (within the meaning set forth in Section 9-104 or 8-106 of the UCC, as applicable) of such
account.


 


5.10         Other
Matters. Each of the Grantors shall cause to be delivered to Agent a Collateral Access Agreement with respect to each Borrower’s
chief executive office in a form reasonably satisfactory to Agent, and each of the Grantors shall, at the written request of Agent,
cause to be delivered to Agent a Collateral Access Agreement with respect to other leased real property or other locations (including
bailee and third party warehouse locations) where (a) books and records not duplicated at the chief executive office or (b) collateral
having a fair market value in excess of $25,000 in the aggregate for such location are located. Such requirement may be
waived at the option of Agent.


 


5.11         Guarantor.
Guarantor shall comply in all respects with each affirmative covenant contained in the Credit Agreement with which Borrowers have
agreed to cause Guarantor to comply. Guarantor shall not fail to observe or comply with any negative covenant contained in the
Credit Agreement with which Borrowers have agreed not to permit Guarantor to fail to comply.


 


5.12         Commercial
Tort Claims. If any Grantor shall at any time acquire any Commercial Tort Claim in excess of $25,000, such Grantor shall promptly
(following knowledge of the existence thereof) notify Agent of such Commercial Tort Claim in writing, therein providing a reasonable
description and summary thereof, and upon delivery thereof to Agent, such Grantor shall be deemed to thereby grant to Agent (and
such Grantor hereby grants to Agent) a security interest in such Commercial Tort Claim and all proceeds thereof.


 


5.13         Credit
Agreement. Each of the Grantors covenants that it will, and, if necessary, will cause or enable each Borrower to, fully comply
with each of the covenants and other agreements set forth in the Credit Agreement (for this purpose, each reference in the Credit
Agreement to a Borrower shall be deemed to be a reference to such Grantor).


 


Section 6 Remedial
Provisions.


 


6.1           Certain
Matters Relating to Receivables. (a) At any time and from time to time Agent shall have the right to make test verifications
of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish
all such assistance and information Agent may require in connection with such test verifications. At any time and from time to
time after the occurrence and during the continuance of an Event of Default, upon Agent’s request and at the expense of the
relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to Agent to furnish to Agent reports
showing reconciliations, agings and test verifications of, and trial balances for, the Receivables.


 


(b)         At
any time and from time to time at Agent’s request, each Grantor shall deliver to Agent all original and other documents evidencing,
and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and
shipping receipts.


 



    	-14-



    	 



    

  


(c)         Each
Grantor hereby irrevocably authorizes and empowers Agent, in Agent’s sole discretion, at any time to assert, either directly
or on behalf of such Grantor, any claim such Grantor may from time to time have against the sellers under or with respect to the
Assigned Agreements and to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the
same to the Secured Obligations in accordance with Section 6.5. Each Grantor hereby irrevocably makes, constitutes and appoints
Agent as its true and lawful attorney in fact for the purpose of enabling Agent to assert and collect such claims and to apply
such monies in the manner set forth above, which appointment, being coupled with an interest, is irrevocable.


 


6.2           Communications
with Obligors; Grantors Remain Liable. (a) Agent in its own name or in the name of others may at any time communicate with
obligors under the Receivables to verify with them to Agent’s satisfaction the existence, amount and terms of any Receivables.


 


(b)          Upon
the request of Agent after an Event of Default occurs and is continuing, each Grantor shall notify obligors on the Receivables
that the Receivables have been assigned to Agent for the ratable benefit of the Lenders and that payments in respect thereof shall
be made directly to Agent.


 


(c)          Anything
herein to the contrary notwithstanding, each Grantor shall remain liable in respect of each of the Receivables to observe and perform
all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto. Neither Agent nor any Lender shall have any obligation or liability under any Receivable (or any agreement
giving rise thereto) by reason of or arising out of this Agreement or the receipt by Agent or any Lender of any payment relating
thereto, nor shall Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant
to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency
of any payment received by it or as to the sufficiency of any performance by any party thereunder, 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 it or to
which it may be entitled at any time or times.


 


(d)          For
the purpose of enabling Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to Agent, for the
benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation
to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, 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.


 


6.3           Investment
Property. (a) Unless an Event of Default shall have occurred and be continuing and Agent shall have given notice to the relevant
Grantor of Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged
Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment
Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral
or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any
other Loan Document.


 



    	-15-



    	 



    

  


(b)         If
an Event of Default shall occur and be continuing and Agent shall give notice of its intent to exercise such rights to the relevant
Grantor or Grantors, (i) Agent shall have the right to receive any and all cash dividends and distributions, payments or other
Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in accordance with
Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of Agent or its nominee, and
Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Investment Property at any meeting
of holders of the equity interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange
and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute
owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise
by any Grantor or Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith,
the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar
or other designated agency upon such terms and conditions as Agent may determine), all without liability except to account for
property actually received by it, but Agent shall have no duty to any Grantor to exercise any such right, privilege or option and
shall not be responsible for any failure to do so or delay in so doing.


 


(c)          Each
Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply
with any instruction received by it from Agent in writing that (x) states that an Event of Default has occurred and is continuing
and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor,
and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted
hereby, pay any dividends, distributions or other payments with respect to the Investment Property directly to Agent.


 


6.4           Proceeds
to be Turned Over To Agent. With respect to payments of Receivables, if an Event of Default shall occur and be continuing,
all Proceeds of Collateral received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by
such Grantor in trust for Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt
by such Grantor, be turned over to Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Agent, if
required). All Proceeds received by Agent hereunder shall be applied to the Secured Obligations as provided in Section 6.5.


 


6.5           Application
of Proceeds. Except as otherwise provided in the Credit Agreement, Agent may apply all or any part of Proceeds held in any
collateral account established pursuant hereto or otherwise received by Agent to the payment of the Secured Obligations in accordance
with Section 2.12.2 of the Credit Agreement.


 



    	-16-



    	 



    

  


6.6           Code
and Other Remedies. If an Event of Default shall occur and be continuing, Agent, on behalf of the Lenders, may exercise, in
addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable
law. Without limiting the generality of the foregoing, Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options
to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Agent or any Lender
or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery with assumption of any credit risk. Agent may disclaim any warranties that might arise in connection with
any such lease, assignment, grant of option or other disposition of Collateral and have no obligation to provide any warranties
at such time. Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law,
upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from
time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere
and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or
advisable. Each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at
places which Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Agent shall apply the net proceeds
of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the
payment of the Secured Obligations in accordance with Section 6.5. To the extent permitted by applicable law, each Grantor
waives all claims, damages and demands it may acquire against Agent or any Lender arising out of the exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other disposition.


 


6.7           Registration
Rights. (a) If Agent shall determine to exercise its right to sell any or all of the Pledged Equity pursuant to Section
6.6, and if in the opinion of Agent it is necessary or advisable to have the Pledged Equity, or that portion thereof to be
sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute
and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and
do or cause to be done all such other acts as may be, in the opinion of Agent, necessary or advisable to register the Pledged Equity,
or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration
statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public
offering of the Pledged Equity, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related
prospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities
Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such
Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which Agent
shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 11(a) of the Securities Act.


 


(b)         Each
Grantor recognizes that Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities
for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees
that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Agent
shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the Issuer
thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities
laws, even if such Issuer would agree to do so.


 



    	-17-



    	 



    

  


(c)         Each
Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales
of all or any portion of the Pledged Equity pursuant to this Section 6.7 valid and binding and in compliance with applicable
law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable
injury to Agent and the Lenders, that Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor,
and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred under the Credit Agreement.


 


6.8           Waiver;
Deficiency. Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-626
of the UCC. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient for the Secured Obligations to be Paid in Full and the fees and disbursements of any attorneys employed by Agent
or any Lender to collect such deficiency.


 


Section 7 Agent.


 


7.1           Agent’s
Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints Agent and any officer or
agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority
in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the
terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may
be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing,
each Grantor hereby gives Agent the power and right, on behalf of and at the expense of such Grantor, without notice to or assent
by such Grantor, to do any or all of the following:


 


(i)            in
the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim
or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of
collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;


 


(ii)           in
the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and
papers as Agent may request to evidence Agent’s security interest in such Intellectual Property and the goodwill and general
intangibles of such Grantor relating thereto or represented thereby;


 


(iii)          discharge
Liens levied or placed on or threatened against the Collateral, and effect any repairs or insurance called for by the terms of
this Agreement and pay all or any part of the premiums therefor and the costs thereof;


 


(iv)          execute,
in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance
or transfer with respect to the Collateral; and


 



    	-18-



    	 



    

  


(v)           (1)
direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due
thereunder directly to Agent or as Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for,
any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3)
sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any
suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion
thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against
such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark, throughout
the world for such term or terms, on such conditions, and in such manner, as Agent shall in its sole discretion determine; (8)
subject to the requirements of Section 6.3 hereof, vote any right or interest with respect to any Investment Property; (9)
order good standing certificates and conduct lien searches in respect of such jurisdictions or offices as Agent may deem appropriate;
and (10) subject to the requirements of Section 6.3 hereof, generally sell, transfer, pledge and make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof
for all purposes, and do, at Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts
and things which Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s security interests
therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.


 


Anything in this Section
7.1(a) to the contrary notwithstanding, Agent agrees that it will not exercise any rights under the power of attorney provided
for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing.


 


(b)         If
any Grantor fails to perform or comply with any of its agreements contained herein, Agent, at its option, but without any obligation
so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.


 


(c)         Each
Grantor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and
the security interests created hereby are released.


 


7.2           Duty
of Agent. Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its
possession shall be to deal with it in the same manner as Agent deals with similar property for its own account. Neither Agent
or any Lender nor any of their respective officers, directors, employees or agents shall be liable for any failure to demand, collect
or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on Agent and the Lenders hereunder are solely to protect Agent’s and
the Lenders’ interests in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers.
Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder.


 


7.3           Execution
of Financing Statements. Pursuant to Section 9-402 of the UCC and any other applicable law, each Grantor authorizes Agent to
file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without
the signature of such Grantor in such form and in such offices as Agent determines appropriate to perfect the security interests
of Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement
or other filing or recording document or instrument for filing or recording in any jurisdiction.


 



    	-19-



    	 



    

  


7.4           Authority
of Agent. Each Grantor acknowledges that the rights and responsibilities of Agent under this Agreement with respect to any
action taken by Agent or the exercise or non-exercise by Agent of any option, voting right, request, judgment or other right or
remedy provided for herein or resulting or arising out of this Agreement shall, as between Agent and the Lenders, be governed by
the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between
Agent and the Grantors, Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority
so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting
such authority.


 


Section 8 Miscellaneous.


 


8.1           Amendments
in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except
in accordance with Section 10.1 of the Credit Agreement.


 


8.2           Notices.
All notices, requests and demands to or upon Agent or any Grantor hereunder shall be effected in the manner provided for in Section
10.2 of the Credit Agreement.


 


8.3           Indemnification
by Grantors. Each Grantor hereby agrees, on a joint and several basis, to indemnify, exonerate and hold Agent, each Lender
and each of the officers, directors, employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”)
free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including
Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result
of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets (including
the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly,
with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment
or disposal of any hazardous substance at any property owned or leased by any Grantor or any Subsidiary, (c) any violation of any
Environmental Laws with respect to conditions at any property owned or leased by any Grantor or any Subsidiary or the operations
conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Grantor or any Subsidiary or
their respective predecessors are alleged to have directly or indirectly disposed of hazardous substances or (e) the execution,
delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any
such Indemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct as determined
by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason,
each Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. The agreements in this Section 8.3 shall survive repayment of the Secured Obligations
(and termination of all Commitments thereunder), any foreclosure under, or any modification, release or discharge of, any or all
of the Collateral Documents and termination of this Agreement.


 


8.4           Enforcement
Expenses. (a) Each Grantor agrees, on a joint and several basis, to pay or reimburse on demand each Lender and Agent for all
reasonable out-of-pocket costs and expenses (including Legal Costs) incurred in collecting against Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents.


 



    	-20-



    	 



    

  


(b)         Each
Grantor agrees to pay, and to save Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from
any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect
to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.


 


(c)         The
agreements in this Section 8.4 shall survive repayment of the Secured Obligations (and termination of all commitments thereunder),
any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of
this Agreement.


 


8.5           Captions.
Captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.


 


8.6           Nature
of Remedies. All Secured Obligations of each Grantor and rights of Agent and Lenders expressed herein or in any other Loan
Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay
in exercising, on the part of Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.


 


8.7           Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts
and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same Agreement. Receipt by facsimile, emailed .pdf file or other similar form of electronic transmission of any executed signature
page to this Agreement shall constitute effective delivery of such signature page.


 


8.8           Severability.
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not
in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement
required hereunder.


 


8.9           Entire
Agreement. This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the
parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating
to the subject matter hereof and thereof and any prior arrangements made with respect to the payment by any Grantor of (or any
indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of Agent or Lenders.


 


8.10         Successors;
Assigns. This Agreement shall be binding upon Grantors, Lenders and Agent and their respective successors and assigns,
and shall inure to the benefit of Grantors, Lenders and Agent and the successors and assigns of Lenders and Agent. No other Person
shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with,
this Agreement or any of the other Loan Documents. No Grantor may assign or transfer any of its rights or Obligations under this
Agreement without the prior written consent of Agent.


 


8.11         Governing
Law. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 








    	-21-



    	 



    


 


8.12         Forum
Selection; Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT,
AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH GRANTOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


8.13         Waiver
of Jury Trial. EACH GRANTOR, AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.


 


8.14         Set-off.
Each Grantor agrees that Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and
in addition thereto, each Grantor agrees that at any time any Event of Default exists, Agent and each Lender may apply to the payment
of any Secured Obligations, whether or not then due, any and all balances, credits, deposits, accounts or moneys of such Grantor
then or thereafter with Agent or such Lender.


 


8.15         Acknowledgements.
Each Grantor hereby acknowledges that:


 


(a)          it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which
it is a party;


 


(b)          neither
Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and Agent and Lenders, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)          no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Grantors and the Lenders.


 



    	-22-



    	 



    

 


8.16         Additional
Grantors. Each Subsidiary of a Borrower that is required to become a party to this Agreement pursuant to the Credit Agreement
shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a joinder agreement
in the form of Annex I hereto.


 


8.17         Releases.
(a) At such time as the Secured Obligations have been Paid in Full, the Collateral shall be released from the Liens created hereby,
and this Agreement and all obligations (other than those expressly stated to survive such termination) of Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, Agent shall
deliver to the Grantors any Collateral held by Agent hereunder, and execute and deliver to the Grantors such documents as the Grantors
shall reasonably request to evidence such termination.


 


(b)          If
any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases
or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.


 


8.18         Obligations
and Liens Absolute and Unconditional. Each Grantor understands and agrees that the obligations of each Grantor under this Agreement
shall be construed as a continuing, absolute and unconditional without regard to (a) the validity or enforceability of any Loan
Document, any of the Secured Obligations or any other collateral security therefor or guaranty or right of offset with respect
thereto at any time or from time to time held by Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted by any Grantor or any other Person against Agent
or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Grantor) which constitutes,
or might be construed to constitute, an equitable or legal discharge of any Grantor for the Secured Obligations, in bankruptcy
or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any
Grantor, Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights
and remedies as it may have against any other Grantor or any other Person or against any collateral security or guaranty for the
Secured Obligations or any right of offset with respect thereto, and any failure by Agent or any Lender to make any such demand,
to pursue such other rights or remedies or to collect any payments from any other Grantor or any other Person or to realize upon
any such collateral security or guaranty or to exercise any such right of offset, or any release of any other Grantor or any other
Person or any such collateral security, guaranty or right of offset, shall not relieve any Grantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of
Agent or any Lender against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance
of any legal proceedings.


 


8.19         Reinstatement.
This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor
or any Issuer for liquidation or reorganization, should Grantor or any Issuer become insolvent or make an assignment for the benefit
of creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s or any Issuer’s
assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the
Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference”, “fraudulent
conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


 



    	-23-



    	 



    

 


Each of the undersigned
has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.


 


	 	GRANTORS:


 


	 	OPTOS CAPITAL PARTNERS, LLC


 


	 	By:	Focus Venture Partners, Inc., its
	 	 	sole Member and Manager


 


	 	By:	/s/ Christopher Ferguson
	 	 	Christopher Ferguson
	 	 	President


 


	 	CMK RESOURCE GROUP, LLC
	 	MDT LABOR, LLC, and
	 	FOCUS FIBER SOLUTIONS, LLC


 


	 	By:	Optos Capital Partners, LLC, sole
	 	 	Member and Manager of each of the
	 	 	foregoing limited liability companies


 


	 	By:	Focus Venture Partners, Inc., its
	 	 	sole Member and Manager


 


	 	By:	/s/ Christopher Ferguson
	 	 	Christopher Ferguson
	 	 	President


 


	 	JUS-COM, INC.


 


	 	By:	/s/ Christopher Ferguson
	 	 	Christopher Ferguson
	 	 	President


 


Guarantee and Collateral Agreement


 








    	 



    	 



    

 


	 	TOWNSEND CAREERS, LLC


 


	 	By:	CMK Resource Group, LLC, its
	 	 	sole Member and Manager


 


	 	By:	Optos Capital Partners, LLC, its sole
	 	 	Member and Manager


 


	 	By:	Focus Venture Partners, Inc., its
	 	 	sole Member and Manager


 


	 	By:	/s/ Christopher Ferguson
	 	 	Christopher Ferguson
	 	 	President


 


	 	FOCUS VENTURE PARTNERS, INC.


 


	 	By:	/s/ Christopher Ferguson
	 	 	Christopher Ferguson
	 	 	President


 


Guarantee and Collateral Agreement


 








    	 



    	 



    

 


	 	ATALAYA ADMINISTRATIVE LLC, as
    Agent


 


	 	By:	/s/Michael E. Bogdan
	 	Name:	Michael E. Bogdan
	 	Title:	Authorized Signatory


 


Guarantee and Collateral Agreement


 








    	 



    	 



    

 


SCHEDULE 1


INVESTMENT PROPERTY


 


Guarantee and Collateral Agreement


 








    	 



    	 



    

 


A.           PLEDGED
EQUITY


 


	
        Grantor (owner of

        Record of such Pledged

        Equity)
	 	Issuer	 	
        Pledged Equity

        Description
	 	
        Percentage

        of Issuer
	 	
        Certificate

        (Indicate

        No.)

	Focus Venture Partners, Inc.	 	Optos Capital Partners, LLC	 	Member Interest	 	100%	 	 
	Optos Capital Partners, LLC	 	Focus Fiber Solutions, LLC	 	Member Interest	 	100%	 	 
	Optos Capital Partners, LLC	 	CMK Resource Group, LLC	 	Member Interest	 	100%	 	 
	Optos Capital Partners, LLC	 	MDT Labor, LLC	 	Member Interest	 	100%	 	 
	Optos Capital Partners, LLC	 	Jus-Com, Inc.	 	Common Stock	 	100%	 	 
	CMK Resource Group, LLC	 	Townsend Careers, LLC	 	Member Interest	 	100%	 	 


 


B.           PLEDGED
NOTES


 


	
        Grantor (owner of Record of such

        Pledged Notes)
	 	Issuer	 	Pledged Notes Description
	None	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  


C.           OTHER
INVESTMENT PROPERTY


 


	Grantor	 	Investment Property Description
	None	 	 
	 	 	 
	 	 	 


 



    	 



    	 



    

 


SCHEDULE 2


 


FILINGS AND PERFECTION


 


	GRANTOR	 	
        FILING REQUIREMENT

        OR OTHER ACTION
	 	FILING OFFICE
	Optos Capital Partners, LLC	 	UCC-1	 	Secretary of State Delaware
	Focus Fiber Solutions, LLC	 	UCC-1	 	Secretary of State Delaware
	CMK Resource Group, LLC	 	UCC-1	 	Secretary of State Delaware
	Townsend Careers, LLC	 	UCC-1	 	Secretary of State Maryland
	Jus-Com, Inc	 	UCC-1	 	Secretary of State Indiana
	MDT Labor, LLC	 	UCC-1	 	Secretary of State Delaware






 



    	 



    	 



    

 


SCHEDULE 3


 


GRANTOR INFORMATION


  


	
        GRANTOR

        (exact legal name)
	 	
        STATE OF

        ORGANIZATION
	 	
        ORGANIZATIONAL

        IDENTIFICATION

        NUMBER
	 	
        FEDERAL

        EMPLOYER

        IDENTIFICATION

        NUMBER
	 	
        CHIEF

        EXECUTIVE

        OFFICE

	Optos Capital Partners, LLC	 	Delaware	 	SRV 080430228-453292	 	26-2419792	 	969 Postal Road, Suite 100, Allentown, PA 18109
	CMK Resource Groups, LLC	 	Delaware	 	SRV081151409-4628233	 	27-0372771	 	969 Postal Road, Suite 100, Allentown, PA 18109
	Focus Fiber Solutions, LLC	 	Delaware	 	SRV 101016717-4887829	 	27-3750765	 	969 Postal Road, Suite 100, Allentown, PA 18109
	MDT Labor, LLC	 	Delaware	 	SRV 101108484-4901466	 	
        90-0638264

         
	 	969 Postal Road, Suite 100, Allentown, PA 18109
	Jus-Com, Inc	 	Indiana	 	000690497-001	 	37-1759531	 	969 Postal Road, Suite 100, Allentown, PA 18109
	Townsend Careers, LLC	 	Maryland	 	W1194628	 	26-0328415	 	969 Postal Road, Suite 100, Allentown, PA 18109



  



    	 



    	 



    

 


SCHEDULE 4


 


A.           COLLATERAL
LOCATIONS


 


	GRANTOR	 	COLLATERAL	 	
        COLLATERAL

        LOCATION

        AND

        PLACE OF BUSINESS

        (INCLUDING CHIEF

        EXECUTIVE OFFICE)
	 	
        OWNER/LESSOR

        (IF LEASED)

	Focus Venture Partners, Inc.	 	Equipment/Books and Records	 	969 Postal Road, Suite 100, Allentown, PA 18109	 	Lessor
	Optos Capital Partners, LLC.	 	Equipment/Books and Records	 	969 Postal Road, Suite 100, Allentown, PA 18109	 	Lessor
	Focus Fiber Solutions, LLC	 	Equipment/Books and Records	 	969 Postal Road, Suite 100, Allentown, PA 18109	 	Lessor
	CMK Resource Group, LLC	 	Equipment/Books and Records	 	969 Postal Road, Suite 100, Allentown, PA 18109	 	Lessor
	Townsend Careers, LLC	 	Equipment/Books and Records	 	969 Postal Road, Suite 100, Allentown, PA 18109	 	Lessor
	JusCom, Inc	 	Equipment/Books and Records	 	969 Postal Road, Suite 100, Allentown,  PA 18109	 	Lessor
	MDT Labor, LLC	 	Books and Records	 	
        MDT Labor

        2325 Paxton Church Rd.

        Harrisburg, PA 17110
	 	Lessor
	 	 	 	 	 	 	 
	 	 	Equipment/Office Furniture/Books and Records	 	
        MDT Labor, LLC

        9300Shelbyville Place

        Louisville, Kentucky 402222
	 	Lessor


 



    	 



    	 



    

 


	B.       	COLLATERAL IN POSSESSION OF LESSOR,	 
	 	BAILEE, CONSIGNEE OR WAREHOUSEMAN	 


 


	GRANTOR	 	COLLATERAL	 	LESSOR/BAILEE/CONSIGNEE/WAREHOUSEMAN
	Focus Fiber Solutions, LLC	 	None	 	21st Century Bank: 9380 Central Avenue NE Blaine, MN 55434
	Focus Fiber Solutions, LLC	 	None	 	Denholtz Associates: 14 Cliffwood Avenue Suite 200, Matawan, NJ 07747
	Focus Fiber Solutions, LLC	 	None	 	Diamond H. Commerical:3658 N. Racho Drive, Las Vegas, NV 89130
	Focus Fiber Solutions, LLC	 	None	 	Industrial Park Center, LLC/ Ross Brown Partners: 8925 E. Pima Center Parkway, Suite 200 Scottsdale, AZ 85258
	Focus Fiber Solutions, LLC	 	None	 	Mohsen Toosi: 5010 Highway 138, Suite A Union City, GA 30291
	Focus Fiber Solutions, LLC	 	None	 	Porter Realty Company: P.O. Box 6482 Richmond VA 23230
	Focus Fiber Solutions, LLC	 	None	 	Professional Suites at the Galleria: 9130 Galleria Court, Suite 324 Naples, FL 34109
	Focus Fiber Solutions, LLC	 	None	 	Quigley Properties, LLC: 6433 Spring Gulch Street Frederick, CO 80516
	Focus Fiber Solutions, LLC	 	None	 	The Realty Associates Fund VII, LP: 1301 Dove Street, Suite 860 New Port Beach, CA 92660
	Jus-Com, Inc	 	None	 	Justice Properties, LLC: 9250 Corporation Dr.Indianapolis, IN  46256
	Townsend Careers	 	None	 	Urban Southwest-DFW, LLC: 3232 McKinney, Suite 1205, Dallas, TX 75204
	Townsend Careers	 	None	 	Regus Management Group LLC, PO Box 84256, Dallas TX 75284-2456
	Focus Fiber Solutions, LLC	 	None	 	6115 Denton, LLC co/ Lang Real Estate, 7600 John W. Carpenter Freeway, #39, Dallas, TX 75247
	Focus Fiber Solutions, LLC	 	None	 	Deer Valley Investments, LLC of 4920 W. Electra Lane, Glendale, AZ 85310
	Focus Fiber Solutions, LLC	 	None	 	Whitestar Properties, C/O Unistar Management LLC, PO Box  100, Frenchtown, NJ 08825-0100
	MDT Labor, LLC	 	None	 	
        11260 Chester Road, Suite 350

        Cincinnati, OH 45246

         







 



    	 



    	 



    

 


SCHEDULE 5


 


INTELLECTUAL PROPERTY


 


Patents and Patent
Licenses


 


	Grantor	 	
        Patent

        Registration

        Number
	 	
        Patent

        Registration

        Date
	 	
        Patent

        Application

        Number
	 	
        Patent

        Application

        Date

	None	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Trademarks and Trademark
Licenses


 


	Grantor	 	
        Trademark

        Title
	 	
        Trademark

        Registration

        Number
	 	
        Trademark

        Registration

        Date
	 	
        Trademark

        Application

        Number
	 	
        Trademark

        Application

        Date

	None	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



  


Copyrights


 


	Grantor	 	
        Copyright

        Title
	 	
        Copyright

        Registration

        Number
	 	
        Copyright

        Registration

        Date
	 	
        Copyright

        Application

        Number
	 	
        Copyright

        Application

        Date

	None	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



  



    	 



    	 



    

 


SCHEDULE 6


 


DEPOSITARY AND OTHER
DEPOSIT ACCOUNTS


 








    	 



    	 



    

 


SCHEDULE 7


 


COMMERCIAL TORT
CLAIMS


 


None


 



    	 



    	 



    

 


ANNEX I


 


FORM OF JOINDER TO GUARANTEE AND COLLATERAL
AGREEMENT


 


This JOINDER AGREEMENT
(this “Agreement”) dated as of [______] is executed by the undersigned for the benefit of RFG Fund I, LLC, as
Agent (the “Agent”) in connection with that certain Guarantee and Collateral Agreement dated as of November
____, 2012, among the Grantors party thereto and Agent (as amended, supplemented or modified from time to time, the “Guarantee
and Collateral Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guarantee
and Collateral Agreement.


 


Each Person signatory
hereto is required to execute this Agreement pursuant to Section 8.16 of the Guarantee and Collateral Agreement.


 


NOW THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each signatory
hereby agrees as follows:


 


1.          Each
such Person assumes all the obligations of a Grantor under the Guarantee and Collateral Agreement and agrees that such Person is
a Grantor and bound as a Grantor under the terms of the Guarantee and Collateral Agreement, as if it had been an original signatory
to the Guarantee and Collateral Agreement. In furtherance of the foregoing, such Person hereby (i) assigns, pledges and grants
to Agent a security interest in all of its right, title and interest in and to the Collateral owned thereby to secure the Secured
Obligations and (ii) guarantees the prompt and complete payment and performance by Borrower when due (whether at the stated maturity,
by acceleration or otherwise) of the Borrower Obligations.


 


2.          Schedules
1, 2, 3, 4, 5, 6 and 7 of the Guarantee and Collateral Agreement are hereby amended
to add the information relating to each such Person set out on Schedules 1, 2, 3, 4, 5, 6
and 7, respectively, hereof. Each such Person hereby makes to Agent the representations and warranties set forth in the
Guarantee and Collateral Agreement applicable to such Person and the applicable Collateral and confirms that such representations
and warranties are true and correct after giving effect to such amendment to such Schedules.


 


3.          In
furtherance of its obligations under Section 5.2 of the Guarantee and Collateral Agreement, each such Person agrees to execute
and deliver to Agent appropriately complete UCC financing statements naming such person or entity as debtor and Agent as secured
party, and describing its Collateral and such other documentation as Agent (or its successors or assigns) may require to evidence,
protect and perfect the Liens created by the Guarantee and Collateral Agreement, as modified hereby.


 


4.          Each
such Person’s address and fax number for notices under the Guarantee and Collateral Agreement shall be the address and fax
number set forth below its signature to this Agreement.


 


5.          This
Agreement shall be deemed to be part of, and a modification to, the Guarantee and Collateral Agreement and shall be governed by
all the terms and provisions of the Guarantee and Collateral Agreement, with respect to the modifications intended to be made to
such agreement, which terms are incorporated herein by reference, are ratified and confirmed and shall continue in full force and
effect as valid and binding agreements of each such person or entity enforceable against such person or entity. Each such person
or entity hereby waives notice of Agent’s acceptance of this Agreement. Each such person or entity will deliver an executed
original of this Agreement to Agent.


 


	 	[add signature block for each new Grantor]