Exhibit 4.3


 


TRADEMARK SECURITY AGREEMENT


 


This TRADEMARK SECURITY
AGREEMENT (this “Agreement”) is dated as of March 30, 2018, and is between Vistachiara Productions, Inc., Dba
the Bigger Picture (Delaware Corp.), a Delaware corporation (the “Grantor”) and East West Bank (the “Bank”).


 


WITNESSETH:


 


WHEREAS
pursuant to the terms of that certain Loan, Guaranty and Security Agreement, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Grantor, as borrower,
the other parties from time to time party thereto (collectively, the “Loan Parties”) and the Bank, the Bank
has agreed to extend credit and make certain financial accommodations to the Loan Parties;


 


WHEREAS the Loan Parties
contemplate and intend that the Bank shall have all rights of a secured party in and to the Trademark Collateral and any proceeds
thereof, including, without limitation, if an Event of Default (as defined in the Loan Agreement) shall occur and be continuing,
the right to exercise its remedies under the Loan Agreement in connection with all of the Grantor’s right, title and interest
in the Trademark Collateral; and


 


WHEREAS
pursuant to the Loan Agreement, the Grantor is required to execute and deliver this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Grantor agrees
as follows:


 


Section
1.          Defined Terms


 


Unless otherwise defined
herein, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.


 


Section
2.          Grant of Security Interest in Trademarks


 


The Grantor hereby grants
to the Bank a security interest in all of its right, title and interest in, to and under the Trademarks, including the Trademarks
listed in Schedule A, in each case whether now owned or hereafter acquired (collectively, the “Trademark Collateral”).


 


Section
3.          Security for Obligations


 


This Agreement secures,
and the Trademark Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of all Secured Obligations.


 


Section
4.          Security Agreement


 


The security interests
granted pursuant to this Agreement are granted in conjunction with the security interests granted to the Bank pursuant to the Loan
Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Bank with respect to the security
interest in the Trademark Collateral made and granted hereby are more fully set forth in the Loan Agreement, the terms and provisions
of which are incorporated by reference herein as if fully set forth herein. In the event of any irreconcilable conflict between
the terms of this Agreement and the terms of the Loan Agreement, the terms of the Loan Agreement shall control.


 






    	 	 	 



    	 	 	 



    

 


Section
5.          Recordation


 


The Grantor hereby authorizes
and requests that the Commissioner for Trademarks and any other applicable United States government officer record this Agreement.


 


Section
6.          Miscellaneous


 


This Agreement shall be
governed by, and construed in accordance with the laws of the State of California.


 


This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single agreement.


 


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


 


	 	GRANTOR:
	 	 
	 	Vistachiara Productions, Inc.
	 	 	 
	 	By:	/s/ Gary S. Loffredo
	 	 	Name: Gary S. Loffredo
	 	 	Title: Secretary


 


(Signature Page to Trademark Security Agreement)


 




    	 	 	 



    	 	 	 



    

 


	 	BANK:
	 	 
	 	EAST WEST BANK
	 	 	 
	 	By: 	/s/ Everardo Gomez
	 	 	Name: Everardo Gomez
	 	 	Title: FVP


 


(Signature Page to Trademark Security Agreement)


 




    	 	 	 



    	 	 	 



    

 


SCHEDULE
a


TRADEMARK
SECURITY AGREEMENT


TRADEMARKS:


 


	Mark/Name	 	
        App. No./Reg. 

        No.
	 	App. Date	 	Reg. Date	 	
        Owner/Designations
	 	Full Goods/Services	 	Status/Status Date
	
        THE BIGGER PICTURE

         

         

        
	 	
        RN: 3162444

        SN: 78761700

         
	 	November 28, 2005	 	
        October 24, 2006

         
	 	Vistachiara Productions, Inc., Dba the Bigger Picture

(Delaware Corp.)	 	
        (Int'l Class: 41)

        production and distribution of motion pictures

         
	 	
        Registered 8 & 15

        November 16, 2012