EXHIBIT 10.2


 


EXECUTION


 





 



 









GUARANTY
AND COLLATERAL AGREEMENT


 


dated
as of October 21, 2016


 


among


 


QUMU
CORPORATION


AND
CERTAIN OF ITS SUBSIDIARIES,


 


and


 


THE
OTHER PARTIES HERETO,

as Grantors,


 


and


 


HALE
CAPITAL PARTNERS, LP,

as the Administrative Agent


 





 



 




     


     


    

 


GUARANTY
AND COLLATERAL AGREEMENT


 


THIS
GUARANTY AND COLLATERAL AGREEMENT dated as of October 21, 2016 (this “Agreement”) is entered into among (i) QUMU
CORPORATION, a Minnesota corporation (“Borrower”), and (ii) QUMU,
INC., a California corporation (“Guarantor”, and together with Borrower, individually and collectively
referred to herein as the “Company”; and together with any other Person that becomes a party hereto as provided
herein, the “Grantors”), in favor of HALE CAPITAL PARTNERS, LP, as administrative agent (in such capacity,
the “Administrative Agent”) for itself, all the Lenders party to the Credit Agreement (as hereafter defined)
and (to the extent set forth herein) certain Affiliates of the Lenders.


 


The
Lenders have severally agreed to make the term loans to the Company pursuant to that certain Term Loan Credit Agreement of even
date herewith by and among Borrower, the financial institutions that may from time to time become parties thereto and Administrative
Agent (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”).
Each entity comprising the Company is affiliated with each other Grantor. The proceeds of credit extended under the Credit Agreement
will be used in part to enable the Company to make valuable transfers to the Grantors in connection with the operation of their
respective businesses. The Company 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. It is a condition precedent to each
Lender’s obligation to make the Term Loans under the Credit Agreement that the Grantors shall have executed and delivered
this Agreement to the Administrative Agent for the ratable benefit of all the Lenders.


 


In
consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make the term loans thereunder, each Grantor hereby agrees with the Administrative Agent, for the benefit
of the Administrative Agent and 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: Account Debtors, Accounts, Certificated Security, Commercial
Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Goods, Health Care Insurance Receivables,
Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Supporting Obligations, Tangible Chattel
Paper.


 


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


 


“Agreement”
has the meaning set forth in the preamble hereto.


 


“Bankruptcy
Code” means Title 11 of the United States Code (11 U.S.C. § 101 et. seq.) or any replacement or supplemental federal
statute dealing with the bankruptcy of debtors.


 






     


     


    

 


“Chattel
Paper” means all “chattel paper” as such term is defined in Section 9-102(a)(11) of the UCC and, in
any event, including with respect to any Grantor, all Electronic Chattel Paper and Tangible Chattel Paper.


 


“Collateral”
means (a) all of the 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, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Health Care Insurance
Receivables, Farm Products, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Leases, Letter-of-Credit
Rights, Money, 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 guaranties given by any Person
with respect to any of the foregoing. 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.


 


Notwithstanding
the foregoing, “Collateral” shall not include (i) the voting Capital Securities of any first tier Foreign Subsidiary
that is a “controlled foreign corporation” (as defined in Section 957 of the Internal Revenue Code) in excess of 65%
of all voting Capital Securities of such Foreign Subsidiary; provided that, notwithstanding the foregoing, or anything
to the contrary in this Agreement, all rights to payment of money due or to become due pursuant to, and all rights to the proceeds
from the sale of, any domestic Subsidiary or Foreign Subsidiary Capital Securities shall be and shall at all times constitute
“Collateral” and remain subject to the security interests created by this Agreement; (ii) any General Intangible,
permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General
Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms
thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the
right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon
the giving of notice or the lapse of time or both); provided that such limitation shall only apply to the extent that any
such prohibition or right to terminate or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant
to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity; and (iii) any United States intent-to-use
trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would
impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result
of such intent-to-use trademark applications under applicable Law; provided, that upon submission and acceptance
by the USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark
application shall be considered Collateral; provided further that, notwithstanding clauses (ii) and (iii) hereof,
in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in
any applicable law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit
any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement
for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be
automatically and simultaneously granted hereunder and shall be included as Collateral hereunder.


 



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“Company
Obligations” means all Obligations of the Company.


 


“Copyrights”
means all copyrights (including copyrights in computer software) 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.


 


“Credit
Agreement” has the meaning set forth in the preamble hereto.


 


“Fixtures”
means “fixtures” as such term is defined in Section 9-102(a)(41) of the UCC and, in any event, including with
respect to any Grantor, 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 of the Company that is not organized under the laws of a jurisdiction within the United
States.


 


“General
Intangibles” means all “general intangibles” as such term is defined in Section 9-102(a)(42) of the
UCC and, in any event, including with respect to any Grantor, all Payment Intangibles, all contracts, 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 Payment Intangible, contract, agreement, instrument
or indenture.


 


“Guarantor
Obligations” means, collectively, with respect to Guarantor, all Obligations of such Guarantor.


 


“Guarantor”
has the meaning set forth in the preamble hereto.


 


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


 


“Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property
(including all computer software, in any form including source code, object code and executable code, firmware, systems, tools,
data, databases and other collections of data and all documentation relating thereto), whether arising under United States, multinational
or foreign laws or otherwise, including the Copyrights, the Patents,


 






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the Trademarks, 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.


 


“Intellectual
Property Licenses” means all written agreements naming any Grantor as licensor on the date hereof, including those listed
on Schedule 5, granting any right (a) under any Copyright, including the grant of rights to manufacture, distribute,
exploit and sell materials derived from any Copyright, (b) to manufacture, use or sell any invention covered in whole or
in part by a Patent, and (c) to use any Trademark.


 


“Intercompany
Note” means any promissory note evidencing loans made by any Grantor to any other Grantor or any Subsidiary of a Grantor.


 


“Investment
Property” means the collective reference to (a) all “investment property” as such term is defined in
Section 9-102(a)(49) of the UCC (other than the equity interests 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.


 


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


 


“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.


 


“Pledged
Equity” means the equity interests 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.


 


“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.


 


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


 


“Proceeds”
means all “proceeds” as such term is defined in Section 9-102(a)(64) 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.


 






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“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 Company Obligations and Guarantor Obligations.


 


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


 


“Subordinated
Lender Remedies” means any action (a) to take from or for the account of any Grantor by set-off or in any other manner,
the whole or any part of any moneys which may now or hereafter be owing by any Grantor with respect to the Subordinated Obligations,
(b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding (including any Proceeding)
against any Grantor to (i) enforce payment of or to collect the whole or any part of the Subordinated Obligations or (ii) commence
judicial enforcement of any of the rights and remedies with respect to the Subordinated Obligations, (c) to accelerate the Subordinated
Obligations, (d) to exercise any put, repurchase or similar option or to cause any Grantor to honor any redemption or mandatory
prepayment obligation with respect to any Subordinated Obligations, or (e) to take any action under the provisions of any state
or federal law, including the UCC, or under any contract or agreement, to enforce, foreclose upon, take possession of, realize
upon or sell any property or assets of any Grantor on account of the Subordinated Obligations.


 


“Subordinated
Obligations” means, with respect to each Grantor, all indebtedness, liabilities, and other obligations of any other
Grantor or Subsidiary owing to such Grantor in respect of any and all loans or advances made by such Grantor to such other Grantor
or Subsidiary whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated
or unliquidated, determined or undetermined, including all fees and all other amounts payable by any other Grantor or Subsidiary
to such Grantor under or in connection with any documents or instruments related thereto.          


 


“Trademarks”
means (a) all trademarks, trade names, corporate names, each Grantor’s 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.


 


“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


 






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relating to such perfection or effect of perfection or non-perfection
or availability of such remedy.


 


SECTION 2          GUARANTY.


 


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


 


(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 guaranty contained in this Section 2 or affecting the rights and remedies of the Administrative
Agent or any Lender hereunder.


 


(d)          The
guaranty 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 the Company, the Guarantor, any other guarantor or any other Person or received or collected by the Administrative
Agent or any Lender from the Company, 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          [Reserved.]


 


2.3          No
Subrogation. Notwithstanding any payment made by Guarantor hereunder or any set-off or application of funds of Guarantor by
the Administrative Agent or any Lender, Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative
Agent or any Lender against the Company or any collateral security or guaranty or right of offset held by the Administrative 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 the Company in respect of payments made by Guarantor hereunder, until all of the Secured Obligations are Paid
in Full and the Term Loan Commitments are terminated. 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 the


 






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Administrative Agent and the Lenders, segregated from other funds of Guarantor, and shall, forthwith upon receipt
by Guarantor, be turned over to the Administrative Agent in the exact form received by Guarantor (duly indorsed by Guarantor to
the Administrative Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order
as Administrative Agent may determine.


 


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 the Administrative Agent or the Required Lenders may be rescinded by the Administrative Agent
or the Required Lenders 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 guaranty 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 the Administrative Agent (or the Required Lenders or all the Lenders, as the case may be) 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 the Administrative Agent (or the Required Lenders or all the Lenders, as the
case may be) may deem advisable from time to time. Neither the Administrative 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 guaranty
contained in this Section 2 or any property subject thereto.


 


The
Administrative Agent or the Lenders may, from time to time, at their sole discretion and without notice to Guarantor, take any
or all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Secured Obligations
or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition
to the undersigned, with respect to any of the Secured Obligations, (c) extend or renew any of the Secured Obligations for
one or more periods (whether or not longer than the original period), alter or exchange any of the Secured Obligations, or release
or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect
to any of the Secured Obligations, (d) release any guaranty or right of offset or its security interest in, or surrender,
release or permit any substitution or exchange for, all or any part of any property securing any of the Secured Obligations or
any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release,
compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort
to the undersigned (or any of them) for payment of any of the Secured Obligations when due, whether or not the Administrative
Agent or the Lenders shall have resorted to any property securing any of the Secured Obligations or any obligation hereunder or
shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily obligated with respect
to any of the Secured Obligations.


 


2.5          Waivers.
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 the Administrative Agent or any Lender upon the guaranty contained in this Section 2 or
acceptance of the guaranty 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,


 






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amended or waived, in reliance upon the guaranty
contained in this Section 2, and all dealings between the Company and the Guarantor, on the one hand, and the Administrative
Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance
upon the guaranty contained in this Section 2. Guarantor waives (a) diligence, presentment, protest, demand for
payment and notice of default, dishonor or nonpayment and all other notices whatsoever to or upon the Company or the Guarantor
with respect to the Secured Obligations, (b) notice of the existence or creation or non-payment of all or any of the Secured
Obligations and (c) all diligence in collection or protection of or realization upon any Secured Obligations or any security
for or guaranty of any Secured Obligations.


 


2.6          Payments.
Guarantor hereby guaranties that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in
United States dollars at the office of the Administrative Agent specified in the Credit Agreement.


 


SECTION 3          GRANT
OF SECURITY INTEREST.


 


3.1          Grant.
Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby pledges and grants to the Administrative Agent,
for the benefit of the Administrative Agent and Lenders and (to the extent provided herein) their Affiliates, a continuing 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 Company Obligations and the Guarantor Obligations.


 


SECTION 4          REPRESENTATIONS
AND WARRANTIES.


 


To
induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make the Term
Loans to the Company thereunder, each Grantor jointly and severally hereby represents and warrants to the Administrative 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 the Administrative 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 the Administrative Agent in completed and duly executed form) will constitute valid perfected security
interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and 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 Permitted Liens for which priority is accorded under applicable law.
The filings and other actions specified on Schedule 2


 






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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 and (d) each Grantor’s organizational identification number (to the extent a Grantor
is organized in a jurisdiction which assigns such numbers) and federal employer 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 Inventory and the Equipment owned by each Grantor is kept 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.


 


4.6          Investment
Property. (a) The Pledged Equity pledged by each Grantor hereunder constitutes the percentage as set forth on Schedule
1 of the issued and outstanding equity interests of each Issuer owned by such Grantor.


 


(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. 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 Permitted Liens.


 


(e)          The
execution, delivery and performance of this Agreement by each Issuer party hereto in accordance with its terms will not violate
the governing documents of such Issuer or any agreements, instruments or documents to which such Issuer is a party.


 


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


 






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(b)          No
obligor on any Receivable is a governmental authority.


 


(c)          The
amounts represented by such Grantor to the Administrative Agent or the Lenders from time to time as owing to such Grantor in respect
of the Receivables will at all such times be accurate.


 


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


 


(b)          On
the date hereof, all material Intellectual Property and pending applications for registration of Intellectual Property owned by
any Grantor is valid, subsisting, unexpired and enforceable and 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, and except for non-exclusive licenses of Intellectual Property granted in the ordinary
course of business (to the extent constituting a Permitted Lien), none of the Intellectual Property of any Grantor 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 against any Grantor which limits, cancels or questions
the validity of, or any Grantor’s ownership interest 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, or any Grantor’s ownership interest in, any Intellectual Property owned by any Grantor,
or (ii) which, if adversely determined, would adversely affect the value of any 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
the businesses of such Grantor, without any infringement upon Intellectual Property rights of others which could reasonably be
expected to have a Material Adverse Effect.


 


4.9          Depositary
and Other Accounts. All depositary and other accounts maintained by each Grantor 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 and the account officer,
if any, of such account.


 


SECTION 5          COVENANTS.


 


Each
Grantor covenants and agrees with the Administrative 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
shall be or become evidenced by any


 






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Instrument, Certificated Security or Chattel Paper, in each case, such Instrument, Certificated
Security or Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory to
the Administrative Agent, to be held as Collateral pursuant to this Agreement and in the case of Electronic Chattel Paper, the
applicable Grantor shall cause the Administrative Agent to have control thereof within the meaning set forth in Section 9-105
of the UCC. In the event that a Event of Default shall have occurred and be continuing, upon the request of the Administrative
Agent, any Instrument, Certificated Security or Chattel Paper not theretofore delivered to the Administrative Agent and at such
time being held by any Grantor shall be immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory
to the Administrative Agent, to be held as Collateral pursuant to this Agreement and in the case of Electronic Chattel Paper,
the applicable Grantor shall cause the Administrative 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 the Administrative Agent 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 the Administrative Agent may reasonably
request from time to time, all in reasonable detail.


 


(c)          At
any time and from time to time, upon the written request of the Administrative 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 the Administrative 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,
(ii) in the case of Investment Property and any other relevant Collateral, taking any actions necessary to enable the Administrative
Agent to obtain “control” (within the meaning of the applicable UCC) with respect thereto and (iii) without limiting
the generality of the foregoing, causing each Issuer (other than a Grantor) to execute and deliver to the Administrative Agent
the Acknowledgement signature page to this Agreement. Each Grantor acknowledges and agrees that its signature to this Agreement
as a Grantor shall bind it to each and every provision of this Agreement in its capacity as a Grantor and as an Issuer (as applicable).


 


5.3          Changes
in Locations, Name, etc. Such Grantor shall not, except upon 30 days’ prior written notice to the Administrative Agent
and delivery to the Administrative Agent of (a) all additional financing statements and other documents reasonably requested
by the Administrative 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:


 


(i)          permit
any of the Inventory or Equipment to be kept at a location other than those listed on Schedule 4;


 






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(ii)          change
its name, jurisdiction of organization or 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 legal identity or corporate structure.


 


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


 


(a)          any
Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative 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 the Administrative
Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the
Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together
with an undated instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Administrative
Agent so requests, signature guarantied, to be held by the Administrative 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) unless the Administrative
Agent provides express written notice to the contrary, any sums paid upon or in respect of the Investment Property upon the liquidation
or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional Collateral
for the Secured Obligations, 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 the Administrative Agent, be delivered to the Administrative Agent to
be held by it hereunder as additional Collateral for the Secured Obligations. 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 the Administrative 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 the Administrative 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,


 






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except, in each case, as permitted
by the Credit Agreement or with respect to such Investment Property, voting or other action by such Grantor with respect to BriefCam
Ltd., (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 expressly permitted by the Credit Agreement) other than, with respect
to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is 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 or permit to exist any agreement or undertaking, including, without limitation, the governing documents of any Issuer and
shareholders’ agreements, restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or
transfer any of the Investment Property or Proceeds thereof, except, with respect to such Investment Property, shareholders’
agreements entered into by such Grantor with respect to Persons in which such Grantor maintains an ownership interest of 50% or
less.


 


(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 the Administrative 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, (iii) the terms of Sections 6.3(c)
and 6.7 shall apply to such Issuer 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 and (iv) it will not recognize, acknowledge or permit the
pledge, transfer, grant of control or other disposition of the Investment Property issued by it (or any portion thereof)
other than to or as requested by the Administrative Agent unless otherwise permitted under the terms of this Agreement or the
Credit Agreement.


 


(d)          With
respect to each Issuer that is a limited liability company, such Issuer shall cause the equity interests of such Issuer to be
governed by, and to be a “security” within the meaning of, Article 8 (Investment Securities) of the UCC, and no such
Issuer shall, and no Grantor shall cause any such Issuer to, “opt out” of Article 8 of the UCC with respect to such
Issuer's equity interests. As of the date hereof, the operating agreement or limited liability agreement of any Issuer that is
a limited liability company has been amended to include the provisions set forth in Annex I hereto regarding (i) a requirement
to issue certificates evidencing membership ownership interests, and (ii) certain rights of Agent in respect of this Agreement.


 


5.6          Receivables.
(a) Other than in the ordinary course of business consistent with its past practice and in amounts which are not material
to such Grantor, such Grantor 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)          Such
Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions
or calls into doubt the validity


 






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or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables
for all Grantors.


 


5.7          Intellectual
Property. (a) Such Grantor (either through itself or its licensees) will (i) continue to use each Trademark material
to its business in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) use
such Trademark with the appropriate notice of registration and all other notices and legends required by applicable law to maintain
such Trademark, (iii) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless
the Administrative Agent shall obtain a perfected security interest in such mark pursuant to this Agreement, and (iv) not
(and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may
become invalidated or impaired in any way.


 


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


 


(c)          Such
Grantor (either itself or through licensees) (i) will employ each Copyright material to its business 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 such Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do
any act whereby any material portion of such Copyrights may fall into the public domain.


 


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


 


(e)          Such
Grantor will notify the Administrative Agent 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, such Grantor’s
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
such 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 the Administrative
Agent concurrently with the next delivery of financial statements of the Company pursuant to Section 10.1 of the Credit Agreement.
Upon the request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements,
instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s security
interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented
thereby.


 






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(g)          Such
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 by a third party, such Grantor shall (i) take
such actions as such Grantor 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 the Administrative Agent after it learns
thereof and, to the extent, in its reasonable judgment, such Grantor 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          Depositary
and Other Deposit Accounts. Subject to Section 10.10 of the Credit Agreement, no Grantor shall open or maintain any depositary
or other deposit accounts unless such accounts are subject to a deposit account control agreement in favor of the Administrative
Agent, for itself and the benefit of the Lenders, in form and substance reasonably acceptable to the Administrative Agent. The
Grantors shall deliver to the Administrative Agent a revised version of Schedule 6 showing any changes thereto within
5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit
account to provide the Administrative Agent with such information with respect to such deposit account as the Administrative Agent
may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative
Agent. Subject to Section 10.10 of the Credit Agreement, each Grantor will, upon the Administrative Agent’s request,
cause each financial institution at which such Grantor maintains a depositary or other deposit account to enter into a bank agency
or other similar agreement with the Administrative Agent and such Grantor, in form and substance satisfactory to the Administrative
Agent, in order to give the Administrative Agent “control” (as defined in the UCC) of such account.


 


5.9          Other
Matters. (a) As of the Closing Date, each of the Grantors shall cause to be delivered to the Administrative Agent a Collateral
Access Agreement with respect to (i) each bailee with which such Grantor keeps Inventory or other assets as of the Closing
Date and (ii) each landlord which leases real property (and the accompanying facilities) to any of the Grantors as of the
Closing Date. If any Grantor shall cause to be delivered Inventory or other property to any bailee after the Closing Date, such
Grantor shall use reasonable efforts to cause such bailee to sign a Collateral Access Agreement. Such requirement may be waived
at the option of the Administrative Agent. If any Grantor shall lease any real property or facilities after the Closing Date,
such Grantor shall use commercially reasonable efforts to cause the landlord in respect of such leased property or facilities
to sign a Collateral Access Agreement. Such requirement may be waived at the option of the Administrative Agent.


 


(b)          Each
Grantor authorizes the Administrative Agent to, at any time and from time to time, file financing statements, continuation statements,
and amendments thereto that describe 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 the Administrative
Agent promptly upon request. Any


 






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such financing statement, continuation statement, or amendment may be signed by the Administrative
Agent on behalf of any Grantor and may be filed at any time in any jurisdiction.


 


(c)          Each
Grantor shall, at any time and from time and to time, take such steps as the Administrative Agent may reasonably request for the
Administrative Agent (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Administrative
Agent, of any bailee having possession of any of the Collateral, stating that the bailee holds such Collateral for the Administrative
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 the Administrative Agent, and
(iii) otherwise to insure the continued perfection and priority of the Administrative Agent’s security interest in
any of the Collateral and of the preservation of its rights therein. If any Grantor shall at any time, acquire a “commercial
tort claim” (as such term is defined in the UCC), such Grantor shall promptly notify the Administrative Agent thereof in
writing and supplement Schedule 7, therein providing a reasonable description and summary thereof, and upon delivery
thereof to the Administrative Agent, such Grantor shall be deemed to thereby grant to the Administrative Agent (and such Grantor
hereby grants to the Administrative Agent) a security interest and lien in and to such commercial tort claim and all proceeds
thereof, all upon the terms of and governed by this Agreement.


 


(d)          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 the Administrative Agent thereof and, at the request of the Administrative Agent, shall take
such action as the Administrative Agent may reasonably request to vest in the Administrative 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.


 


SECTION 6         REMEDIAL
PROVISIONS.


 


6.1          Certain
Matters Relating to Receivables. In the event that an Event of Default shall have occurred and be continuing:


 


(a) The
Administrative 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 as the Administrative Agent
may require in connection with such test verifications. Upon the Administrative Agent’s request and at the expense of the
relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to
furnish to the Administrative Agent reports showing reconciliations, agings and test verifications of, and trial balances for,
the Receivables.


 


(b)          The
Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent
may curtail or terminate such authority at


 






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any time. If required by the Administrative Agent, any payments of Receivables, when
collected by any Grantor, (i) shall be forthwith (and, in any event, within 2 Business Days) deposited by such Grantor in
the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a collateral account maintained
under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent only as provided
in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and
the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by
a report identifying in reasonable detail the nature and source of the payments included in the deposit.


 


(c)          At
the Administrative Agent’s request, each Grantor shall deliver to the Administrative 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.


 


6.2          Communications
with Obligors; the Grantors Remain Liable. (a) In the event that an Event of Default shall have occurred and be continuing,
the Administrative 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 the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables.


 


(b)          Upon
the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each
Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the ratable
benefit of the Lenders and that payments in respect thereof shall be made directly to the Administrative 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 the Administrative 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 the Administrative
Agent or any Lender of any payment relating thereto, nor shall the Administrative 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 the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants
to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, an irrevocable, nonexclusive license
(exercisable without payment of royalty or other compensation to such Grantor) at any time after the occurrence and during the
continuance of an Event of Default to use, license or sublicense any Intellectual Property now owned or hereafter acquired by
such Grantor, and wherever the


 






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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. At any
time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may refuse to allow Grantor
to, and at its sole discretion Administrative Agent may, exercise quality control over the products and services offered under
the applicable Trademark to prevent invalidation or abandonment.


 


6.3          Investment
Property. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given
notice to the relevant Grantor of the Administrative 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.


 


(b)          If
an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such
rights to the relevant Grantor or Grantors, (i) the Administrative 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 Obligations in such order as the Administrative Agent may determine, (ii) the Administrative Agent shall have the
right to cause any or all of the Investment Property to be registered in the name of the Administrative Agent or its nominee,
and (iii) the Administrative Agent or its nominee may 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 (or by written consent) 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 the Administrative 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 the Administrative Agent may determine), all without liability except to account for property actually received
by it, but the Administrative 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, and each
such Issuer hereby agrees to immediately, comply with any instruction received by such Issuer from the Administrative Agent in
writing at any time after the occurrence and during the continuance of an Event of Default 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 or consent of such Grantor, including without limitation, instructions as to the


 






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transfer of other
disposition of such Investment Property, to pay and remit to the Administrative Agent or its nominee all dividends, distributions
and other amounts payable to such Grantor in respect of such Investment Property (upon redemption of such Investment Property,
dissolution of such Issuer or otherwise), and to transfer to, and register such Investment Property in the name of, the Administrative
Agent or its nominee or transferee. Each Grantor agrees that each Issuer shall be fully protected in so complying with such instructions.


 


6.4          Proceeds
to be Turned Over to the Administrative Agent. In addition to the rights of the Administrative Agent and the Lenders specified
in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all
Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust
for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall (unless the Administrative
Agent provides express written notice to the contrary) forthwith upon receipt by such Grantor, be turned over to the Administrative
Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All
Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a collateral account maintained
under its sole dominion and control. All Proceeds, while held by the Administrative Agent in any collateral account (or by such
Grantor in trust for the Administrative Agent and the Lenders) established pursuant hereto, shall continue to be held as collateral
security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.


 


6.5          Application
of Proceeds. If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s
election, the Administrative Agent may apply all or any part of Proceeds from the sale of, or other realization upon, all or any
part of the Collateral in payment of the Secured Obligations in such order as the Administrative Agent shall determine in its
discretion. Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral
security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to the applicable Grantor
or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations
shall have been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive
the same. In the absence of a specific determination by the Administrative Agent, the Proceeds from the sale of, or other realization
upon, all or any part of the Collateral in payment of the Secured Obligations shall be applied in the following order:


 


FIRST,
to the payment of all fees, costs, expenses and indemnities of the Administrative Agent (in its capacity as such), including Attorney
Costs, and any other Secured Obligations owing to the Administrative Agent in respect of sums advanced by the Administrative Agent
to preserve the Collateral or to preserve its security interest in the Collateral, until paid in full;


 


SECOND,
to the payment of all fees, costs, expenses and indemnities of the Administrative Agent, until paid in full;


 






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THIRD,
to the payment of all Secured Obligations consisting of fees, costs, expenses and indemnities owing to the Lenders, ratably among
the Lenders in proportion to the respective amounts described in this clause THIRD held by them, until paid in full;


 


FOURTH,
to the payment of all Secured Obligations consisting of accrued and unpaid interest owing to the Lenders, ratably among the Lenders
in proportion to the respective amounts described in this clause FOURTH payable to them, until paid in full;


 


FIFTH,
to the payment of all Secured Obligations consisting of principal owing to the Lenders, ratably among the Lenders in proportion
to the respective amounts described in this clause FIFTH held by them, until paid in full;


 


SIXTH,
to the payment of all Secured Obligations consisting of Bank Product Obligations and Hedging Obligations owing to the Lenders
or their Affiliates, ratably among the Lenders and their Affiliates in proportion to the respective amounts described in this
clause SIXTH held by them, until paid in full;


 


SEVENTH,
to the payment of all other Secured Obligations owing to the Lenders until paid in full; and


 


EIGHTH,
to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such amounts.


 


6.6          Code
and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Administrative
Agent and 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, the Administrative 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 the Administrative 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. The Administrative 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. Each Grantor further
agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent
at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative
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


 






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the care or safekeeping of any of the Collateral
or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including Attorney
Costs, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, and
only after such application and after the payment by the Administrative Agent of any other amount required by any provision of
law, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire
against the Administrative 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)          Each
Grantor recognizes that the Administrative 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. The Administrative 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.


 


(b)          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 the Administrative Agent and the Lenders, that the Administrative 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. To the extent permitted under applicable law, 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 to pay the Secured Obligations in full and the fees and disbursements
of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.


 






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SECTION 7          THE
ADMINISTRATIVE AGENT.


 


7.1          The
Administrative Agent’s Appointment as Attorney-in-Fact; Irrevocable Proxy, etc. (a) Each Grantor hereby irrevocably
constitutes and appoints the Administrative 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 the Administrative 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 the Administrative
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 the Administrative Agent may request to evidence the Administrative 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


 


(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 the Administrative Agent or as the Administrative 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


 






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suit,
action or proceeding and, in connection therewith, give such discharges or releases as the Administrative 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 the Administrative Agent shall in its sole discretion determine; (8) 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 the Administrative Agent may deem appropriate; and (10) 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 the Administrative Agent were the
absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense,
at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or
realize upon the Collateral and the Administrative Agent’s security interests therein and to effect the intent of this Agreement,
all as fully and effectively as such Grantor might do.


 


Until
the Secured Obligations have been Paid in Full, each Grantor hereby irrevocably designates and appoints the Administrative Agent,
as its true and lawful proxy, with full power of substitution, for and in its name, place and stead to vote any and all Investment
Property owned or held by such Grantor or standing in its name, and do all things which any Grantor might do if present and acting
itself. Once exercised by the Administrative Agent, the right to vote granted pursuant to this proxy shall be exclusive to the
Administrative Agent and no Grantor shall thereafter be entitled to exercise any right to vote in respect of any Investment Property.
THE PROXY AND POWERS GRANTED BY THE GRANTORS PURSUANT HERETO ARE IRREVOCABLE AND COUPLED WITH AN INTEREST (INCLUDING BUT NOT LIMITED
TO THE CREDIT AGREEMENT AND THIS AGREEMENT) AND ARE GIVEN TO SECURE THE OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THIS AGREEMENT.


 


Anything
in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise
any rights under the power of attorney or the irrevocable proxy 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, the Administrative 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, proxies, authorizations
and agencies contained in this Agreement are coupled with an interest and are given to secure the Secured Obligations and are
irrevocable until this Agreement is terminated and the security interests created hereby are released.


 


7.2          Duty
of the Administrative Agent. The Administrative 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 the Administrative Agent deals
with similar property for its own account. Neither the Administrative Agent nor any of its respective officers,


 






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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 the Administrative
Agent hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and
shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative 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          Authority
of the Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under
this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative
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 the Administrative 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 the Administrative Agent and
the Grantors, the Administrative 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 15.1 of the Credit Agreement.


 


8.2          Notices.
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be addressed to the Company
and effected in the manner provided for in Section 15.3 of the Credit Agreement and each Grantor hereby appoints the
Company as its agent to receive notices hereunder.


 


8.3          Indemnification
by the Grantors. EACH GRANTOR, JOINTLY AND SEVERALLY, HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE
AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, APPROVED FUNDS AND AGENTS OF THE ADMINISTRATIVE
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 ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED
LIABILITIES”), INCURRED BY THE 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 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,


 



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DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED
BY ANY GRANTOR, (c) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY
ANY GRANTOR OR THE OPERATIONS CONDUCTED THEREON, (d) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY
LOAN PARTY 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 OF THE LENDER PARTIES, EXCEPT
FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT 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. ALL OBLIGATIONS PROVIDED FOR
IN THIS SECTION 8.3 SHALL SURVIVE REPAYMENT OF THE SECURED OBLIGATIONS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION
OF THE TERM LOAN COMMITMENTS, 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 the Administrative
Agent for all reasonable out-of-pocket costs and expenses (including Attorney Costs) incurred in collecting against Guarantor
under the guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and
the other Loan Documents.


 


(b)          Each
Grantor agrees to pay, and to save the Administrative 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 all (and shall be) Secured Obligations, 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.
Section 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 the Administrative Agent and the Lenders expressed herein
or in any other Loan Document shall be


 






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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 the Administrative 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 of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute
effective delivery thereof and shall be deemed an original signature hereunder.


 


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 the Administrative
Agent or the Lenders.


 


8.10          Successors;
Assigns. This Agreement shall be binding upon the Grantors, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Grantors, the Lenders and the Administrative Agent and the successors
and assigns of the Lenders and the Administrative 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 the
Administrative 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.


 


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 NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE
AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. EACH GRANTOR HEREBY EXPRESSLY


 






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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, THE ADMINISTRATIVE 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 the Administrative 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, the Administrative
Agent and (with the written consent of the Administrative Agent) 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 the
Administrative 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
the Administrative 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 the Administrative
Agent and the 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 Grantors, the Administrative Agent and the Lenders.


 


8.16        Additional
Grantors. Each Loan Party that is required to become a party to this Agreement pursuant to Section 10.9 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Loan Party of a
joinder agreement in the form of Annex II hereto.


 






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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 the Administrative
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, the Administrative Agent shall deliver to the Grantors any Collateral held by the Administrative 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 the Administrative 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 the Administrative 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 the Administrative 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, the Administrative Agent 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 the Administrative 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 the Administrative 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 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,


 






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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.


 


8.20          Intercompany
Subordination. Each Grantor covenants and agrees, irrespective of whether in or outside of any Proceeding, that the payment
of any and all of the Subordinated Obligations shall be subordinate and subject in right and time of payment, to the extent and
in the manner set forth in this Section 8.20, to Payment in Full. Whether in or outside of any Proceeding, each Grantor hereby
agrees that it shall not make (and will not permit any other Grantor to make), and each Grantor hereby agrees that it will not
accept, any payment or distribution with respect to the Subordinated Obligations (including, without limitation, any payment or
distribution received through the exercise of any right of setoff, counterclaim or crossclaim), until Payment in Full. Until Payment
in Full, whether in or outside of any Proceeding, no Grantor shall, without the prior written consent of the Administrative Agent,
exercise any Subordinated Lender Remedies. In the event of and during any Proceeding involving any Grantor: (a) all Obligations
shall be Paid in Full before any Grantor shall be entitled to receive any payment or distribution of any kind on account of any
Subordinated Obligations (whether in cash, property or securities, including securities issued under a plan of reorganization
or liquidation); and (b) any payment or distribution of assets of such Person of any kind or character, whether in cash, property
or securities (including securities issued under a plan of reorganization or liquidation), to which any Grantor would be entitled
except for these provisions, shall be forthwith paid by the liquidating trustee or agent or other Person making such payment or
distribution directly to the Administrative Agent, to the extent necessary to make Payment in Full, after giving effect to any
concurrent payment or distribution or provision therefor to the holders of the Obligations. Until Payment in Full, if a Proceeding
shall occur and be continuing, each Grantor shall file all claims they may have against the other Grantors, and shall direct the
debtor in possession or trustee in bankruptcy, as appropriate, to forthwith pay over to the Administrative Agent all amounts due
to the Grantors on account of the Subordinated Obligations until Payment in Full (which payment shall not be deemed to be a payment
of, or otherwise credited against, the Subordinated Obligations). If the Grantors fail to file and/or vote such claims prior to
thirty (30) days before the expiration of time to do so, the Administrative Agent may (but shall have no obligation or duty to)
prepare, execute, file and/or vote such claims in the Grantors’ names on behalf of the Lenders, and the Grantors also irrevocably
authorize, empower and direct the Administrative Agent to demand, sue for, collect and receive (or cause to do the same) every
such payment or distribution; provided, however, that the Administrative Agent shall have no obligation or duty to execute, prepare,
verify, deliver and/or file any such claim and its action or inaction shall not give rise to any claims or liability against any
Agent or any Lender. If the Administrative Agent votes any such claim in accordance with the authority granted hereof, the Grantors
shall not be entitled to withdraw or change such vote. Subject to Payment in Full and the provisions of Section 8.19, the Grantors
shall be subrogated to the rights of Administrative Agent and Lenders to receive payments and distributions of cash, property
and securities applicable to the Obligations to the extent that distributions otherwise payable to the Grantors have been applied
to the Obligations, until all amounts payable under the Subordinated Obligations shall have been paid in full. For purposes of
such subrogation, no payments or


 






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distributions to Administrative Agent or Lenders of any cash, property or securities to which
the Grantors would be entitled except for the provisions of this Section 8.20, and no payment pursuant to the provisions of this
Section 8.20 to Administrative Agent or Lenders by the Grantors shall, as among the Grantors and its creditors (other than Administrative
Agent and Lenders), be deemed to be a payment or distribution by the Grantors to or on account of the Obligations.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, intending to be legally bound, each of the undersigned has duly executed and delivered this Guaranty and Collateral
Agreement as of the date first above written.


 





	GRANTORS AND ISSUERS:	QUMU CORPORATION., a Minnesota
    corporation
	 	 
	 	By:	/s/ Peter J. Goepfrich






	 	Name:	   Peter
    J. Goepfrich
	 	Title:	Chief
    Financial Officer



 


	 	QUMU, INC., a California
    corporation
	 	 
	 	By:	/s/ Peter J. Goepfrich






	 	Name:	  Peter
    J. Goepfrich
	 	Title:	Chief
Financial Officer


 


(Signature
Page to Guaranty and Collateral Agreement)


 






     


     


    

 





	ADMINISTRATIVE AGENT:	HALE CAPITAL PARTNERS, LP
	 	 	 
	 	By:	 /s/
    Martin M. Hale, Jr.






	 	 Name:	   Martin
    M. Hale, Jr.
	 	 Title:	Chief
    Executive Officer



 


(Signature
Page to Guaranty and Collateral Agreement)