Exhibit
10.2


 


PLEDGE
AND SECURITY AGREEMENT


 


PLEDGE
AND SECURITY AGREEMENT, dated as of October 13, 2021 (this “Agreement”), made by MusclePharm Corporation,
a Nevada corporation (the “Company”), each Subsidiary of the Company listed on the signature pages hereto (together
with the Company, and each additional Person that becomes party to this Agreement by executing a Security Agreement Supplement in the
form attached hereto as Exhibit C, each a “Grantor” and, collectively, the “Grantors”),
in favor of Empery Tax Efficient, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”)
for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of October 13, 2021 (as amended, restated or otherwise
modified from time to time, the “Securities Purchase Agreement”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company and each party listed as a “Buyer” on the signature pages thereto (each a “Buyer”, and collectively,
the “Buyers”) are parties to the Securities Purchase Agreement, pursuant to which the Company shall be required to
sell, and the Buyers shall purchase or have the right to purchase, the Notes (as defined in the Securities Purchase Agreement) (as such
Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively,
the “Notes”);


 


WHEREAS,
it is a condition precedent to the Buyers consummating the transactions contemplated by the Securities Purchase Agreement that each Grantor
executes and delivers to the Collateral Agent this Agreement providing for the grant and pledge to the Collateral Agent for the benefit
of the Buyers of (a) a security interest in and Lien on the outstanding shares of Equity Interests and indebtedness from time to time
owned by such Grantor of each Person now or hereafter existing and in which such Grantor has any interest at any time, and (b) a security
interest in all other personal property and fixtures of such Grantors, in each case, to secure all of the Company’s obligations
under the Securities Purchase Agreement and the Notes issued pursuant thereto and the other Transaction Documents (as defined in the
Securities Purchase Agreement);


 


WHEREAS,
the Grantors (i) are mutually dependent on each other in the conduct of their respective businesses as an integrated operation, with
the credit needed from time to time by each Grantor often being provided through financing obtained by the other Grantors and the ability
to obtain such financing being dependent on the successful operations of the Grantors as a whole and (ii) will receive a mutual benefit
from the proceeds received by the Company in respect of the issuance of the Notes; and


 


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


 




    	 



     


    

 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities
Purchase Agreement and to extend the financial accommodations contemplated by the Notes, each Grantor hereby jointly and severally agrees
with the Collateral Agent, for the benefit of the Buyers, as follows:


 


SECTION
1. Definitions.


 


(a)
Reference is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms thereof. All capitalized terms
used in this Agreement and the recitals hereto which are defined in the Securities Purchase Agreement, the Notes or in Article 8 or 9
of the Uniform Commercial Code as in effect from time to time in the State of New York (the “Code”), and which are
not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms used herein which are
defined in the Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding
any replacement or amendment of such statute except as the Collateral Agent may otherwise determine.


 


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


 


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


 


“Additional
Collateral” has the meaning specified therefor in Section 4(a) hereof.


 


“Additional Grantor” has the meaning
specified therefor in Section 13(h) hereof.


 


“Certificated Entities” has the meaning specified therefor in Section
5(o) hereof.


 


“Collateral” shall have the meaning set forth in Section 2 hereof.


 


“Collateral
Agent” has the meaning specified therefor in the preamble hereof.


 


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


 


“Copyrights”
means all domestic and foreign copyrights, whether registered or unregistered, including, without limitation, all copyright rights throughout
the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works
of authorship fixed in any tangible medium of expression (including computer software and internet website content), and all other general
intangibles of like nature, now or hereafter owned, acquired, developed, licensed, used or held for use by any Grantor (including, without
limitation, all copyrights described in Schedule II hereto), all applications, registrations and recordings thereof (including,
without limitation, applications, registrations and recordings in the United States Copyright Office or in any similar office or agency
of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations
in part and extensions or renewals thereof.


 




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“Domestic
Subsidiary” means any Subsidiary organized under the laws of the United States of America, any state thereof or the District
of Columbia.


 


“Excluded
Foreign Subsidiary” means MusclePharm Australia PTY LTD, MusclePharm Holdings Ireland Limited and MusclePharm Ireland Limited.


 


“Equity
Interests” means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests,
beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or
equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non- voting and (b) all securities
convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise
acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.


 


“Event
of Default” means (i) any “Event of Default” (as defined in the Notes), (ii) any defined event of default under
any one or more of the Transaction Documents, in each instance, after giving effect to any notice, grace, or cure periods provided for
in the applicable Transaction Document, or (iii) the breach of any representation, warranty or covenant by any Grantor under this Agreement.


 


“Existing
Issuer” has the meaning specified therefor in the definition of the term “Pledged Shares”.


 


“Foreign
Subsidiary” means any Subsidiary other than a Domestic Subsidiary or an Excluded Foreign Subsidiary.


 


“Guarantee”
means the Guarantee Agreement, dated as of the date hereof, by each Guarantor in favor of the Buyers and the Collateral Agent.


“Grantor”
has the meaning specified therefor in the preamble hereof. “Guarantor” means each Subsidiary of the Company other
than an Excluded


Foreign
Subsidiary.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code (Chapter 11
of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal
or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other
similar relief.


 


“Intellectual
Property” means all Copyrights, Trademarks, Patents and Other Proprietary Rights.


 




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“Intellectual
Property Security Agreement” means an Intellectual Property Security Agreement in the form of Exhibit A attached hereto.


 


“Licenses”
means the Copyright Licenses, the Trademark Licenses, the Patent Licenses and all licenses, contracts or other agreements, whether written
or oral, naming any Grantor as licensee or licensor and providing for the grant of any rights with respect to any Other Proprietary Rights.


 


“Lien”
means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security
or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized
lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.


 


“Obligations”
shall have the meaning set forth in Section 3 hereof.


 


“Other
Proprietary Rights” means all inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information,
technology, know-how, formulae, rights of publicity and privacy and other general intangibles of like nature, and all other intellectual
or proprietary rights, in each case, in any jurisdiction through the world, of any Grantor, now or hereafter owned, acquired, licensed,
used or held for use.


 


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


 


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


 


“Perfection
Certificate” means a certificate in form and substance satisfactory to the Collateral Agent providing information with respect
to the property of each Grantor.


 


“Permitted
Lien” shall have the meaning set forth in the Notes.


 


“Pledged
Debt” means the indebtedness described in Schedule VII hereto and all indebtedness from time to time owned or acquired by a
Grantor, the Promissory Notes and other Instruments evidencing any or all of such indebtedness, and all interest, cash, Instruments,
Investment Property, financial assets, securities, Equity Interests, stock options and Commodity Contracts, notes, debentures, bonds,
Promissory Notes or other evidences of indebtedness and all other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such indebtedness.


 




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“Pledged
Interests” means, collectively, (a) the Pledged Debt, (b) the Pledged Shares and (c) all security entitlements in any and all
of the foregoing.


 


“Pledged
Issuer” has the meaning specified therefor in the definition of the term “Pledged Shares”.


 


“Pledged
Partnership/LLC Agreement” has the meaning specified therefor in Section 6(o)(ii) hereof.


 


“Pledged
Shares” means (a) the shares of Equity Interests described in Schedule VIII hereto, whether or not evidenced or represented
by any stock certificate, certificated security or other Instrument, issued by the Persons described in such Schedule VIII (the “Existing
Issuers”), (b) the shares of Equity Interests (other than in an Excluded Foreign Subsidiary) at any time and from time to time
acquired by a Grantor of any and all Persons now or hereafter existing (such Persons, together with the Existing Issuers, being hereinafter
referred to collectively as the “Pledged Issuers” and each individually as a “Pledged Issuer”),
whether or not evidenced or represented by any stock certificate, certificated security or other Instrument, (c) the certificates representing
such shares of Equity Interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions,
cash, Instruments, Investment Property, financial assets, securities, Equity Interests, stock options and Commodity Contracts, notes,
debentures, bonds, Promissory Notes or other evidences of indebtedness and all other property (including, without limitation, any stock
dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such Equity Interests and (d) without affecting the obligations of any Grantor under any provision
prohibiting such action under this Agreement, the Notes or any other Transaction Document, in the event of any consolidation or merger
involving any Pledged Issuer and in which such Pledged Issuer is not the surviving entity, all Equity Interests of the successor entity
formed by or resulting from such consolidation or merger.


 


“Security
Agreement Supplement” has the meaning specified therefor in Section 13(h) hereof.


 


“Termination
Date” means the first date on which all of the Obligations have been indefeasibly paid in full in cash (together with any
matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent
indemnification obligations) and the Notes have been terminated in accordance with their terms.


 


“Titled
Collateral” means all Collateral for which the title to such Collateral is governed by a Certificate of Title or certificate
of ownership, including, without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service
vehicles, automobiles and other mobile equipment) for which the title to such motor vehicles is governed by a Certificate of Title or
certificate of ownership.


 




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


 


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


 


SECTION
2. Grant of Security Interest. As collateral security for the payment, performance and observance of all of the Obligations, each
Grantor hereby pledges and assigns to the Collateral Agent (and its agents and designees) for the benefit of the Buyers, and grants to
the Collateral Agent (and its agents and designees) for the benefit of the Buyers, a continuing security interest in, all personal property
and Fixtures of such Grantor, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of
every kind and description, tangible or intangible, including, without limitation, the following (all being collectively referred to
herein as the “Collateral”):


 


(a)
all Accounts;


 


(b)
all Chattel Paper (whether tangible or electronic);


 


(c)
the Commercial Tort Claims specified on Schedule VI hereto;


 


(d)
all Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies
and property in the possession or under the control of the Collateral Agent or a Buyer or any affiliate, representative, agent or correspondent
of the Collateral Agent or a Buyer;


 


(e)
all Documents;


 


(f)
all Equipment;


 


(g)
all Fixtures;


 




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


 


(i)
all Goods;


 


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


 


(k)
all Inventory;


 


(l)
all Investment Property;


 


(m)
all Intellectual Property and all Licenses;


 


(n)
all Letter-of-Credit Rights;


 


(o)
all Supporting Obligations;


 


(p)
all Pledged Interests;


 


(q)
all Additional Collateral;


 


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


 




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(s)
all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; in each case,
howsoever such Grantor’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). Notwithstanding
anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security
interest hereunder in (collectively, the “Excluded Property”): (i) any of such Grantor’s rights or interest
in any contract, lease, permit, license, or license agreement to which such Grantor is a party as of the Closing Date covering real or
personal property of any Grantor to the extent, but only to the extent, that under the express terms of such contract, lease, permit,
license, or license agreement, or applicable law with respect thereto, the grant of a security interest or Lien therein is prohibited
as a matter of law or under the express terms of such contract, lease, permit, license, or license agreement on the Closing Date and
such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license
agreement has not been obtained (provided, that, the exclusions set forth in this clause (i) shall in no way be construed (A) to apply
to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the Code or other
applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or other applicable law (including the Bankruptcy Code)
or principles of equity; provided, that immediately upon the ineffectiveness, lapse, termination or waiver of any such provision,
the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest
as if such provision had never been in effect, (B) to apply to the extent that any consent or waiver has been obtained that would permit
the Collateral Agent’s security interest or Lien notwithstanding the prohibition or restriction on the pledge of such contract,
lease permit, license or license agreement, or (C) to limit, impair, or otherwise affect the Collateral Agent’s unconditional continuing
security interest in and liens upon any rights or interests of a Grantor in or to (1) monies due or to become due under or in connection
with any described contract, lease, permit, license, or license agreement or Equity Interests (including any Accounts Receivable, proceeds
of Inventory or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease,
permit, license, license agreement, or Equity Interests), (iii) Equity Interests in any Person that is acquired by such Grantor after
the Closing Date, to the extent that (I) the granting of a security interest in such Equity Interests is prohibited by the Governing
Documents of such Person, and (II) such prohibition was in existence prior to the date of acquisition of such Equity Interests and was
not created in connection with, or in contemplation of, such acquisition; provided that (x) immediately upon the ineffectiveness,
lapse, termination or waiver of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a
security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion
shall in no way be construed so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security
interest in and liens upon any rights or interests of a Grantor in or to the proceeds of, or any monies due or to become due under, any
such license, contract or agreement, (iv) any intent-to-use United States trademark applications or service mark applications for which
an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively,
or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States
Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included
in the definition of Collateral and (v) those assets as to which the Collateral Agent reasonably determines that the cost of obtaining
or perfecting such security interest in such assets is excessive in relation to the benefits to the Collateral Agent and the Buyers of
the security to be afforded thereby.


 


The
Grantors agree that the pledge of assets or property of any Foreign Subsidiary, or the pledge of the shares of Equity Interests of any
Pledged Issuer who is a Foreign Subsidiary may, in each case, upon the written request of the Collateral Agent, be supplemented by one
or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered
by the relevant Grantors in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such assets, property
or shares of Equity Interests in accordance with the laws of the applicable foreign jurisdiction, unless the Collateral Agent in its
sole and reasonable discretion determines that the costs of obtaining such security agreement and/or pledge agreement is excessive in
relation to the benefit to the Agents and the Buyers of the security to be afforded thereby. With respect to such assets, property and
shares of Equity Interests, the Collateral Agent may, at any time and from time to time, in its reasonable discretion, take actions in
such foreign jurisdictions that will result in the perfection of the Lien created in such assets, property and shares of Equity Interests,
unless the Collateral Agent in its sole and reasonable discretion determines that the costs of taking such actions in such foreign jurisdictions
are excessive in relation to the benefit to the Collateral Agent and the Buyers of the security to be afforded thereby. The Grantors
shall provide all necessary documentation and take all other necessary actions under this paragraph within thirty (30) days of the Collateral
Agent’s written request therefor (or such longer period as the Collateral Agent may agree).


 




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


 


(a)
the prompt payment by each Grantor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), of all present and future indebtedness, obligations, and liabilities of each Grantor to the Collateral Agent and the Buyers
arising under or in connection with this Agreement, the Securities Purchase Agreement, the Notes, the Guarantee or any other Transaction
Documents, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, disputed, undisputed, legal, equitable, secured, unsecured, and whether or not such claim is discharged, stayed or otherwise
affected by any Insolvency Proceeding, including, without limitation, (A) all principal of, interest on and any other amounts due and
payable, in each case, in connection with the Notes (including, without limitation, all interest that accrues after the commencement
of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is unenforceable or is not allowable due to
the existence of such Insolvency Proceeding), (B) all amounts from time to time owing by such Grantor under the Guarantee or any other
guaranty to which it is a party, including, without limitation, all obligations guaranteed by such Grantor, and (C) all interest, fees,
commissions, charges, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction
Documents (including, without limitation, all interest, fees, commissions, charges, expense reimbursements, indemnifications and other
amounts that accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest,
fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole
or in part, due to the existence of such Insolvency Proceeding); and


 


(b)
the due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the
Transaction Documents.


 




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SECTION
4. Delivery of the Pledged Interests.


 


(a)
All Promissory Notes currently evidencing the Pledged Debt and all certificates representing the Pledged Shares, in each case, as of
the date hereof, shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other Promissory
Notes, certificates representing the Pledged Shares and Instruments constituting Pledged Interests from time to time required to be pledged
to the Collateral Agent pursuant to the terms of this Agreement or the other Transaction Documents (the “Additional Collateral”)
shall be delivered to the Collateral Agent promptly upon, but in any event within fifteen (15) Business Days of, receipt thereof (or
such longer period as the Collateral Agent may agree) by or on behalf of any of the Grantors. All such Promissory Notes, certificates
and Instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer
by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank,
all in form and substance reasonably satisfactory to the Collateral Agent. If any Pledged Interests consist of uncertificated securities,
unless the immediately following sentence is applicable thereto, such Grantor shall promptly notify the Collateral Agent thereof and
at the Collateral Agent’s request cause the Collateral Agent (or its designated custodian or nominee) to become the registered
holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent
with respect to such securities without further consent by such Grantor. If any Pledged Interests consist of security entitlements, such
Grantor shall promptly notify the Collateral Agent thereof and at the Collateral Agent’s request transfer such security entitlements
to the Collateral Agent (or its custodian, nominee or other designee), or use its commercially reasonable efforts to cause the applicable
securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such
Grantor.


 


(b)
Within fifteen (15) Business Days (or such longer period as the Collateral Agent may agree) of the receipt by a Grantor of any Additional
Collateral, a pledge amendment duly executed by such Grantor, in substantially the form of Exhibit B hereto (a “Pledge
Amendment”), shall, unless waived in a signed writing by the Collateral Agent, be delivered to the Collateral Agent, in respect
of the Additional Collateral that must be pledged pursuant to this Agreement or the other Transaction Documents. The Pledge Amendment
shall from and after delivery thereof constitute part of Schedules VII and VIII hereto. Each Grantor hereby authorizes the Collateral
Agent to attach each Pledge Amendment to this Agreement and agrees that all Promissory Notes, certificates or Instruments listed on any
Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Interests and such Grantor shall
be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to
such Additional Collateral.


 


(c)
If any Grantor shall receive, by virtue of such Grantor being or having been an owner of any Pledged Interests, any Additional Collateral
consisting of any (i) Equity Interest certificate (including, without limitation, any certificate representing an Equity Interest dividend
or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination
of shares, stock split, spin-off or split-off), Promissory Note or other Instrument, (ii) option or right, whether as an addition to,
substitution for, or in exchange for, any Pledged Interests, or otherwise, (iii) dividends or distributions payable in cash (except such
dividends and/or distributions permitted to be retained by any such Grantor pursuant to Section 7 hereof) or in securities or
other property or (iv) dividends, distributions, cash, Instruments, Investment Property and other property in connection with a partial
or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus (other than any
such distributions not prohibited from being retained by such Grantor under the terms of the Notes or the other Transaction Documents),
such Grantor shall receive such Equity Interest certificate, Promissory Note, Instrument, option, right, payment or distribution in trust
for the benefit of the Collateral Agent, shall segregate it from such Grantor’s other property and shall promptly deliver it to
the Collateral Agent, in the exact form received, with any necessary indorsement and/or instrument of transfer or assignment executed
in blank, in form and substance reasonably satisfactory to the Collateral Agent, to be held by the Collateral Agent subject to and in
accordance with the terms hereunder as Pledged Interests and as further collateral security for the Obligations.


 




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SECTION
5. Representations and Warranties. Each Grantor jointly and severally represents and warrants as follows:


 


(a)
As of the date of this Agreement, Schedule I hereto sets forth a complete and accurate list as of the date hereof (i) the exact
legal name of each Grantor, (ii) the jurisdiction of organization of each Grantor, (iii) the type of organization of each Grantor and
(iv) the organizational identification number of each Grantor or states that no such organizational identification number exists. The
Perfection Certificate executed by each Grantor, dated as of the date hereof, a copy of which has been previously delivered to the Collateral
Agent, is true, complete and correct in all material respects on and as of the date hereof.


 


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


 


(c)
All Federal, state and local tax returns and other reports required by applicable law to be filed by such Grantor have been filed, or
extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon such Grantor or any property of
such Grantor (including, without limitation, all federal income and social security taxes on employees’ wages) and which have become
due and payable on or prior to the date hereof have been paid, except to the extent contested in good faith by proper proceedings which
stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have
been set aside for the payment thereof in accordance with United States generally accepted accounting principles consistently applied
(“GAAP”).


 


(d)
All Equipment, Fixtures, Goods and Inventory of such Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of such
Grantor hereafter existing will be, located and/or based at the addresses specified therefor in Schedule III hereto (as amended,
supplemented or otherwise modified from time to time pursuant to Section 6(b)), except that such Grantor will give the Collateral Agent
not less than 30 days’ prior written notice of any change of the location of any such Collateral, other than to locations set forth
on Schedule III and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its
Liens thereon. Each Grantor’s chief place of business and chief executive office, the place where such Grantor keeps its Records
concerning Accounts and all originals of all Chattel Paper are located at the addresses specified therefor in Schedule III hereto
(as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof). None of the Accounts is evidenced
by Promissory Notes or other Instruments that have not been delivered to the Collateral Agent to the extent required hereunder. Set forth
in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) each Promissory Note, Security
and other Instrument owned by each Grantor and (ii) each Deposit Account, Securities Account and Commodities Account of each Grantor,
together with the name and address of each institution at which each such Account is maintained, the account number for each such Account
and a description of the purpose of each such Account. Set forth in Schedule II hereto is a complete and correct list of each
trade name used by each Grantor and the name of, and each trade name used by, each Person from which such Grantor has acquired any substantial
part of the Collateral.


 




    	-10-



     


    

 


(e)
Each Grantor has delivered or made available to the Collateral Agent true, complete and correct copies of each License described in Schedule
II hereto (as amended, supplemented or otherwise modified from time to time in accordance with Section 6(i)), including all schedules
and exhibits thereto, which represents all of the Licenses existing on the date of this Agreement. Each such License sets forth the entire
agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements
or understandings, written or oral, relating to the matters covered thereby or the rights of such Grantor or any of its Affiliates in
respect thereof. Each material License now existing is, and any material License entered into in the future will be, the legal, valid
and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws
affecting creditors’ rights generally and equitable principles (regardless of whether enforcement is sought in equity or in law).
No default under any material License by any Grantor party thereto has occurred, nor does any defense, offset, deduction or counterclaim
exist thereunder in favor of such other party.


 


(f)
Each Grantor owns and controls, or possesses a valid and enforceable right to use, all Intellectual Property, and such Intellectual Property
constitutes all Trademarks, Patents, Copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae,
rights of publicity, and other intellectual property or proprietary rights necessary to conduct its business in substantially the same
manner as conducted as of the date hereof. Schedule II hereto sets forth a true and complete list of all (i) registered Copyrights,
issued Patents, Trademarks (including, without limitation, any Internet domain names and the registrar and expiry date of each such Internet
domain name), and all applications for any of the foregoing, owned, used or held for use by such Grantor as of the date hereof and (ii)
Licenses. All such Intellectual Property that is material to the business of such Grantor is subsisting and in full force and effect,
has not been adjudged invalid or unenforceable, is valid and enforceable and has not been abandoned in whole or in part. Except as set
forth in Schedule II, no such Intellectual Property is the subject of any licensing or franchising agreement. To the best knowledge
of such Grantor, such Grantor is not now infringing, misappropriating or otherwise in conflict with any trademarks, patents, copyrights,
inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity, or other intellectual property
or proprietary rights of others in any material respect, and to the best knowledge of such Grantor, no other Person is now infringing,
misappropriating or otherwise in conflict with, in any material respect, any Intellectual Property that is material to the business of
such Grantor. No Grantor has received any written notice that it is infringing, misappropriating or otherwise conflicting with the trademarks,
patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or other
intellectual property or proprietary rights of any other Person.


 




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(g)
Each Grantor has taken commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights
in all Other Proprietary Rights that is necessary or material to the operation of the business of the Grantors; to the best knowledge
of each Grantor, no employee, independent contractor or agent of any Grantor has misappropriated any Other Proprietary Rights of any
other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and,
to the best knowledge of each Grantor, no employee, independent contractor or agent of any Grantor is in default or breach of any material
term of any material employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement, or contract
relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Proprietary Rights.


 


(h)
As of the date of this Agreement, the Existing Issuers set forth in Schedule VIII identified as a Subsidiary of a Grantor are
each such Grantor’s only Subsidiaries (other than the Excluded Foreign Subsidiaries) existing on the date hereof. The Pledged Shares
issued by a Grantor have been duly authorized and validly issued and, in the case of Grantors that are corporations, are fully paid and
nonassessable and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as noted in Schedule
VIII hereto, the Pledged Shares constitute 100% of the issued shares of Equity Interests of the Pledged Issuers as of the date hereof.
All other shares of Equity Interests issued by a Grantor constituting Pledged Interests will be duly authorized and validly issued and,
in the case of entities that are corporations, fully paid and nonassessable.


 


(i)
To the best knowledge of the Grantors, the Promissory Notes currently evidencing the Pledged Debt have been, and all other Promissory
Notes from time to time evidencing Pledged Debt, when executed and delivered, will have been, duly authorized, executed and delivered
by the respective makers thereof, and, to the best knowledge of the Grantors, all such Promissory Notes are or will be, as the case may
be, legal, valid and binding obligations of such makers, enforceable against such makers in accordance with their respective terms, except
as enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally.


 


(j)
The Grantors are and will be at all times the sole and exclusive owners of, or otherwise have and will have adequate rights in, the Collateral
free and clear of any Liens, except for Permitted Liens. No effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is on file in any recording or filing office except (A) such as may have been filed in favor of the
Collateral Agent relating to this Agreement, and (B) such as may have been filed to perfect any Permitted Liens.


 


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


 




    	-12-



     


    

 


(l)
No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body,
or any other Person, is required for (i) the due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant
by any Grantor, or the perfection, of the security interest purported to be created hereby in the Collateral, or (iii) the exercise by
the Collateral Agent of any of its rights and remedies hereunder, except (A) for the filing as of the date hereof under the Uniform Commercial
Code as in effect in the applicable jurisdiction of the financing statements described in Schedule V hereto, all of which financing
statements, have been duly filed (or will be filed substantially concurrently as of the date of this Agreement) and are in full force
and effect, (B) with respect to the perfection of the security interest created hereby in the Intellectual Property, for the recording
of the appropriate Intellectual Property Security Agreement, as applicable, in the United States Patent and Trademark Office or the United
States Copyright Office, as applicable, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual
Property, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions
relating to the Intellectual Property and Licenses (D) with respect to the perfection of the security interest created hereby in Titled
Collateral, for the submission of an appropriate application requesting that the Lien of the Collateral Agent be noted on the Certificate
of Title or certificate of ownership, completed and authenticated by the applicable Grantor, together with the Certificate of Title or
certificate of ownership, with respect to such Titled Collateral, to the appropriate Governmental Authority, (E) with respect to any
action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property
or Letter-of-Credit Rights, the taking of such actions, and (F) the Collateral Agent’s having possession of all Documents, Chattel
Paper, Instruments and cash constituting Collateral (subclauses (A), (B), (C), (D), (E) and (F), each, subject to the following sentence,
a “Perfection Requirement” and collectively, the “Perfection Requirements”). Notwithstanding the
foregoing, it is agreed and understood that any Grantor with any right, title or interest in a leasehold interest or a Titled Collateral
shall not be required to take actions or execute and deliver any documents necessary to perfect the Collateral Agent’s security
interest in such leasehold interest or Titled Collateral if the Collateral Agent (in its sole and reasonable discretion) has determined
that the costs to be incurred by such Grantor to perfect the Collateral Agent’s security interest would be unreasonably excessive
in relation to the benefits to the Collateral Agent and the Buyers to be derived from such security interest..


 


(m)
This Agreement creates in favor of the Collateral Agent for the benefit of the Buyers, a legal, valid and enforceable security interest
in the Collateral, as security for the Obligations except as may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws and principles of equity. The compliance with the Perfection Requirements will result in the perfection of such security
interests. After compliance with the Perfection Requirements, such security interests are, or in the case of Collateral in which such
Grantor obtains rights after the date hereof, will be, perfected, first priority security interests, subject in priority only to Permitted
Liens and the recording of such instruments of assignment described above. Such Perfection Requirement and all other action necessary
or desirable to perfect and protect such security interest have been duly made or taken, except for (i) the Collateral Agent’s
having possession of Instruments Documents, Chattel Paper and cash constituting Collateral to the extent required hereunder after the
date hereof, (ii) the Collateral Agent’s having control of all Deposit Accounts, Electronic Chattel Paper, Investment Property
or Letter-of-Credit Rights constituting Collateral after the date hereof and (iii) the other filings and recordations and actions described
in Section 4(l) hereof.


 


(n)
As of the date hereof, no Grantor holds any Commercial Tort Claims reasonably expected to exceed $250,000 in respect of which a claim
has been filed in a court of law or a written notice by an attorney has been given to a potential defendant, except for such claims described
in Schedule VI.


 




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(o)
With respect to each Grantor and any of its Subsidiaries that is a partnership or a limited liability company (other than Foreign Subsidiaries),
and has irrevocably opted into (and has caused each of its Subsidiaries that is a partnership or a limited liability company, and a Pledged
Issuer to opt into) Article 8 of the relevant Uniform Commercial Code (each, a “Certificated Entity” and collectively,
the “Certificated Entities”), such interests are securities for purposes of Article 8 of any relevant Uniform Commercial
Code. With respect to each Grantor and its Subsidiaries that is a partnership or a limited liability company (other than Foreign Subsidiaries)
and is not a Certificated Entity, the partnership interests or membership interests of each such Person are not (i) dealt in or traded
on securities exchanges or in securities markets, (ii) securities for purposes of Article 8 of any relevant Uniform Commercial Code,
(iii) investment company securities within the meaning of Section 8-103 of any relevant Uniform Commercial Code or (iv) evidenced by
a certificate.


 


(p)
As of the date hereof (i) the Company is actively and diligently pursuing the deregistration, winding up, dissolution or other similar
process of each Excluded Foreign Subsidiary in such Excluded Foreign Subsidiary’s jurisdiction of formation, (ii) each Excluded
Foreign Subsidiary is dormant and not actively conducting business, and (iii) the aggregate value of assets owned by the Excluded Foreign
Subsidiaries taken as a whole is less than $50,000.


 


SECTION
6. Covenants as to the Collateral. At all times until the occurrence of the Termination Date, unless the Collateral Agent shall
otherwise consent in writing:


 


(a)
Further Assurances. Each Grantor will at its expense, at any time and from time to time, promptly execute, acknowledge and deliver
all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect
and protect, or maintain the perfection of, the security interest and Lien purported to be created, and required to be perfected, hereby;
(ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise
effect the purposes of this Agreement, including, without limitation: (A) marking conspicuously all Chattel Paper, Instruments and each
License and, at the request of the Collateral Agent, all of its Records pertaining to such Collateral with a legend, in form and substance
reasonably satisfactory to the Collateral Agent, indicating that such Chattel Paper, Instrument, License or other Collateral is subject
to the security interest created hereby, (B) delivering and pledging to the Collateral Agent hereunder each Promissory Note, other Instrument
or Security, Chattel Paper or other Instrument, now or hereafter owned by such Grantor, duly endorsed and accompanied by executed instruments
of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent, (C) executing and filing (to the
extent, if any, that such Grantor’s signature is required thereon) or authenticating the filing of, such financing or continuation
statements, or amendments thereto, (D) with respect to Intellectual Property hereafter existing and not covered by an appropriate security
interest grant, the executing and recording in the United States Patent and Trademark Office or the United States Copyright Office, as
applicable, appropriate instruments granting a security interest, as may be necessary or desirable or that the Collateral Agent may reasonably
request in order to perfect and preserve the security interest purported to be created hereby, (E) furnishing to the Collateral Agent
from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with
the Collateral in each case as the Collateral Agent may reasonably request, all in reasonable detail, (F) if any Collateral shall be
in the possession of a third party (e.g., a bailee) or if any Collateral shall be located on premises leased by any Grantor, in each
case, notifying such Person, landlord, or sub-landlord (as applicable) of such leased location of the Collateral Agent’s security
interest created hereby and using commercially reasonable efforts to obtain from such Person, landlord, or sub-landlord (as applicable),
a written subordination and acknowledgment in form and substance satisfactory to the Collateral Agent from such Person that such Person’s
interest (if any) in the Collateral is expressly subordinate to the Collateral Agent’s interest in such Collateral and, in the
case of Collateral in the possession of a third party, that such Person holds possession of the Collateral for the benefit of the Collateral
Agent, (G), promptly causing the landlord of such premises to execute and deliver (H) if at any time after the date hereof, such Grantor
acquires or holds any Commercial Tort Claim, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth
a brief description of such Commercial Tort Claim and granting to the Collateral Agent a security interest therein and in the proceeds
thereof, which writing shall incorporate the provisions hereof and shall be in form and substance reasonably satisfactory to the Collateral
Agent, (I) upon the acquisition after the date hereof by such Grantor of Titled Collateral (other than Equipment that is subject to a
purchase money security interest permitted by the Notes), causing the Collateral Agent to be listed as the lienholder on such certificate
of title or ownership and delivering evidence of the same to the Collateral Agent; and (J) taking all actions required by any earlier
versions of the Uniform Commercial Code or by other law, as applicable, in any relevant Uniform Commercial Code jurisdiction, or by other
law as applicable in any foreign jurisdiction. No Grantor shall take or fail to take any action which would in any manner impair the
validity or enforceability of the Collateral Agent’s security interest in and Lien on any Collateral.


 




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(b)
Location of Equipment and Inventory. Each Grantor will keep the Equipment and Inventory (other than Equipment out for repair or
at employee’s homes in the ordinary course of business, Inventory in transit in the ordinary course of business and immaterial
assets having value not exceeding $50,000 in the aggregate at any time) at the locations specified in Schedule III hereto or,
upon not less than thirty (30) days’ (or such shorter period as the Collateral Agent may agree) prior written notice to the Collateral
Agent accompanied by a new Schedule III hereto indicating each new location of the Equipment and Inventory, at such other locations
in the United States as the Grantors may elect, provided that (i) subject to the Perfection Requirements, all action has been
taken to grant to the Collateral Agent a perfected, first priority security interest in such Equipment and Inventory that constitutes
Collateral hereunder (subject only to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Collateral Agent and
the Buyers, and (ii) the Collateral Agent’s rights in such Equipment and Inventory, including, without limitation, the existence,
perfection and priority of the security interest created hereby in such Equipment and Inventory, are not adversely affected thereby.


 


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


 


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


 


(e)
Insurance.


 


(i)
Each Grantor will, at its own expense, maintain insurance (including, without limitation, commercial general liability and property insurance)
with respect to the Collateral in such amounts, against such risks, in such form and with responsible and reputable insurance companies
or associations as is required by any governmental authority having jurisdiction with respect thereto or as is carried by such Grantor
as of the date hereof and in any event, in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. Unless otherwise
agreed to by the Collateral Agent, each such policy for liability insurance shall provide for all losses to be paid on behalf of the
Collateral Agent and such Grantor as their respective interests may appear, and each policy for property damage insurance shall provide
for all losses to be adjusted with, and paid directly to, the Collateral Agent. Unless otherwise agreed to by the Collateral Agent, each
such policy shall in addition (A) name the Collateral Agent as an additional insured party thereunder (without any representation or
warranty by or obligation upon the Collateral Agent) as their interests may appear via a binding endorsement or other contractual modification
to the underlying policy, (B) contain an agreement by the insurer via a binding endorsement or other contractual modification to the
underlying policy that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction
or breach of representation or warranty by such Grantor and otherwise provide that such Grantor be named as lender’s loss payable
under such policy via a binding endorsement thereto, (C) provide that there shall be no recourse against the Collateral Agent for payment
of premiums or other amounts with respect thereto, and (D) provide that at least 30 days’ prior written notice of cancellation,
lapse, expiration or other adverse change shall be given to the Collateral Agent by the insurer. Such Grantor will, if so requested by
the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance and, as often as the Collateral
Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Such Grantor will also, at the
request of the Collateral Agent, execute and deliver instruments of assignment of such insurance policies and cause the respective insurers
to acknowledge notice of such assignment.


 


(ii)
Reimbursement under any liability insurance maintained by a Grantor pursuant to this Section 6(e) may be paid directly to the
Person who shall have incurred liability covered by such insurance. In the case of any loss involving damage to Collateral, any proceeds
of insurance maintained by a Grantor pursuant to this Section 6(e) shall be paid to the Collateral Agent (except as to which paragraph
(iii) of this Section 6(e) is not applicable), such Grantor will make or cause to be made the necessary repairs to or replacements
of such Collateral, and any proceeds of insurance maintained by such Grantor pursuant to this Section 6(e) shall be paid by the
Collateral Agent to such Grantor as reimbursement for the costs of such repairs or replacements.


 




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(iii)
All insurance payments in respect of such Collateral shall be paid to the Collateral Agent and applied as specified in Section 7(b)
hereof.


 


(f)
Provisions Concerning the Accounts and the Licenses.


 


(i)
Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name,
identity, organizational structure, or chief executive office, as set forth on Schedule I or Schedule III hereto, as applicable
(B) maintain its jurisdiction of incorporation as set forth on Schedule I hereto, (C) immediately notify the Collateral Agent
upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and
(D) keep adequate records concerning the Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal
business hours on reasonable notice to such Grantor, to inspect and make abstracts from such Records and Chattel Paper.


 


(ii)
Each Grantor will, except as otherwise provided in this subsection (f), continue to collect, at its own expense, all amounts due or to
become due under the Accounts. In connection with such collections, such Grantor may (and, at the Collateral Agent’s direction
upon the occurrence and during the continuance of an Event of Default, will) take such action as such Grantor (or, if applicable, the
Collateral Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however,
that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to
notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such
Account Debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral
Agent or its designated agent and, upon such notification and at the expense of such Grantor and to the extent permitted by law, to enforce
collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done until such time as the subject Event of Default ceases to exist. After receipt by a Grantor of
a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce a
Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding
sentence, (A) all amounts and proceeds (including Instruments) received by such Grantor in respect of the Accounts shall be received
in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith
paid over to the Collateral Agent or its designee in the same form as so received (with any necessary endorsement) to be held as cash
collateral and applied as specified in Section 7(b) hereof, and (B) such Grantor will not adjust, settle or compromise the amount
or payment of any Account or release wholly or partly any Account Debtors or obligor thereof or allow any credit or discount thereon.
In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute
discretion) direct any or all of the banks and financial institutions with which such Grantor maintains a Deposit Account, Securities
Account or a lockbox or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such account
as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities,
cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the
Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be held as additional Collateral for the Obligations
or distributed in accordance with Section 7 hereof.


 




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


 


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


 


(v)
Each Grantor will, in its commercially reasonable business judgment, exercise promptly and diligently each and every right which it may
have under each material License (other than any right of termination) and will duly perform and observe in all material respects all
of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force
and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify
in any respect, or waive any provision of, any material License referred to in Schedule II hereto.


 


(g)
Provisions Concerning the Pledged Interests. Each Grantor will


 


(i)
at the Grantors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each written notice or other material
communication received by it in respect of any redemption, exchange, conversion, tender or recapitalization of any Pledged Interests
issued by entities that are not Grantors;


 


(ii)
at the Grantors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to the
Pledged Interests against the claims of any Person;


 


(iii)
not make or consent to any amendment or other modification or waiver that would be adverse to the Collateral Agent or the Buyers or their
interests in the Pledged Interests with respect to any Pledged Interests or enter into any agreement or permit to exist any restriction
with respect to any Pledged Interests other than pursuant to the Transaction Documents; and


 


(iv)
except with respect to issuances of Equity Interests not prohibited under the Transaction Documents, not permit the issuance of (A) any
additional shares of any class of Equity Interests of any Pledged Issuer, (B) any securities convertible voluntarily by the holder thereof
or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such shares of Equity
Interests or (C) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such
shares of Equity Interests.


 




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(h)
[Reserved].


 


(i)
Intellectual Property.


 


(i)
If applicable, each Grantor has duly executed and delivered the applicable Intellectual Property Security Agreement. Each Grantor (either
itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the
Intellectual Property that is material to such Grantor’s business in full force and effect, including, without limitation, using
the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain
the Trademarks in full force and free from any claim of abandonment for non-use, and no Grantor will (nor permit any licensee thereof
to) do any act or knowingly omit to do any act whereby any such Intellectual Property may become invalidated.


 


(ii)
Each Grantor will (A) cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and
the United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain
each registration of the Intellectual Property that is material to such Grantor’s business, including, without limitation, filing
of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment
of maintenance fees, filing fees, taxes or other governmental fees in the ordinary course of business and (B) take commercially reasonable
steps to protect, maintain and enforce all other Intellectual Property that is material to such Grantor’s business and Other Proprietary
Rights. If any Intellectual Property that is material to such Grantor’s business is infringed, misappropriated, diluted or otherwise
violated in any material respect by a third party, such Grantor shall (x) upon learning of such infringement, misappropriation, dilution
or other violation, promptly notify the Collateral Agent and (y) to the extent such Grantor shall deem appropriate under the circumstances,
in the exercise of its reasonable judgment, promptly sue for infringement, misappropriation, dilution or other violation, seek injunctive
relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take
such other actions as such Grantor shall deem appropriate under the circumstances, in the exercise of its reasonable judgment, to maintain,
enforce and protect such Intellectual Property.


 


(iii)
Each Grantor shall furnish to the Collateral Agent from time to time upon its request statements and schedules further identifying and
describing the Intellectual Property and Licenses material to such Grantor’s business and such other reports in connection with
the Intellectual Property and such Licenses as the Collateral Agent may reasonably request in writing, all in reasonable detail and promptly
upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, such Grantor
shall modify this Agreement by amending Schedule II hereto, as the case may be, to include any Intellectual Property and any License
material to such Grantor’s business, as the case may be, which become part of the Collateral under this Agreement and shall execute
and authenticate such documents, including, without limitation, the applicable Intellectual Property Security Agreements, and do such
acts as shall be necessary or, in the judgment of the Collateral Agent, desirable to subject such Intellectual Property and such Licenses
to the Lien and security interest created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and
during the continuance of an Event of Default, such Grantor may not abandon or otherwise permit any Intellectual Property material to
such Grantor’s business to become invalid without the prior written consent of the Collateral Agent, and if any Intellectual Property
is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, such Grantor will take such action
as the Collateral Agent shall deem appropriate under the circumstances to maintain, enforce and protect such Intellectual Property.


 




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(iv)
Upon (x) the filing of an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United
States Patent and Trademark Office or the United States Copyright Office, as applicable, or in any similar office or agency of the United
States or any country or any political subdivision thereof or (y) acquiring any registration, or application for the registration, of
any Trademark or Copyright, or any issued Patent, or application for any Patent, in each case, such Grantor shall provide the Collateral
Agent written notice thereof within thirty (30) days of filing for or acquiring such Trademark, Copyright or Patent, as applicable, and
shall execute, authenticate and deliver any and all assignments, agreements, instruments, documents and papers, including, without limitation,
the applicable Intellectual Property Security Agreements, as the Collateral Agent may reasonably request to evidence the Collateral Agent’s
security interest hereunder in the Intellectual Property and the General Intangibles of such Grantor relating thereto or represented
thereby, and such Grantor hereby appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate and file all such
writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with
an interest) shall be irrevocable until the Termination Date.


 


(j)
Deposit, Commodities and Securities Accounts. Upon the Collateral Agent’s reasonable request and unless otherwise agreed
by the Collateral Agent, each Grantor shall cause each bank and other financial institution with an account referred to in Schedule
IV hereto to execute and deliver to the Collateral Agent a control agreement, in form and substance reasonably satisfactory to the
Collateral Agent, duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and
substance satisfactory to the Collateral Agent, pursuant to which such institution shall irrevocably agree, inter alia, that (i)
it will comply at any time with the instructions originated by the Collateral Agent to such bank or financial institution directing the
disposition of cash, Commodity Contracts, securities, Investment Property and other items from time to time credited to such account,
without further consent of such Grantor, which instructions the Collateral Agent will not give to such bank or other financial institution
in the absence of a continuing Event of Default, (ii) all cash, Commodity Contracts, securities, Investment Property and other items
of such Grantor deposited with such institution shall be subject to a perfected, first priority security interest in favor of the Collateral
Agent, (iii) any right of set off, banker’s Lien or other similar Lien, security interest or encumbrance shall be fully waived
as against the Collateral Agent, and (iv) upon receipt of written notice from the Collateral Agent during the continuance of an Event
of Default, such bank or financial institution shall immediately send to the Collateral Agent by wire transfer (to such account as the
Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all such cash, the value of any Commodity
Contracts, securities, Investment Property and other items held by it. Without the prior written consent of the Collateral Agent, such
Grantor shall not make or maintain any Deposit Account, Commodity Account or Securities Account except for the accounts set forth in
Schedule IV hereto. The provisions of this paragraph 5(i) shall not apply to (i) Deposit Accounts for which the Collateral Agent
is the depositary, (ii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of a Grantor’s salaried employees, (iii) Deposit Accounts with account numbers 01822 400-158-2,
00140169976 and 01822 100-007-4 maintained with Royal Bank of Canada so long as the balance for all such Deposit Accounts, excluding
all funds held in such Deposit Accounts that are immediately due and payable to Prestige Capital Corporation, does not exceed $50,000
in the aggregate for all such Deposit Accounts at any time; provided, that (A) there shall be no Liens securing such Deposit Accounts
unless the Collateral Agent is also granted such Liens and (B) there shall be no control granted over such Deposit Accounts (other than
control in favor of Prestige Capital Finance, LLC or the Royal Bank of Canada) unless the Collateral Agent is also granted such control.


 




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(k)
[Reserved].


 


(l) Control.
Each Grantor hereby agrees to take any or all action that may be necessary or desirable or that the Collateral Agent may reasonably
request in order for the Collateral Agent to obtain control in accordance with Sections 9-104, 9-105, 9-106, and 9-107 of the Code
with respect to the following Collateral: (i) Deposit Accounts, (ii) Securities Accounts, (iii) Electronic Chattel Paper, (iv)
Investment Property, (v) Pledged Interests and (iv) Letter-of- Credit Rights. Each Grantor hereby acknowledges and agrees that any
agent or designee of the Collateral Agent shall be deemed to be a “secured party” with respect to the Collateral under
the control of such agent or designee for all purposes.


 


(m)
Inspection and Reporting. After the occurrence and during the continuance of an Event of Default, the Collateral Agent, or any
agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate, shall be authorized at
any time and from time to time, upon reasonable prior written notice to such Grantor (i) to examine and make copies of and abstracts
from such Grantor’s records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases,
Instruments, Accounts, Inventory and other assets of such Grantor from time to time, and/or (iv) to conduct audits, physical counts,
appraisals and/or valuations, examinations at the locations of such Grantor. Each Grantor shall also permit the Collateral Agent, or
any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate to discuss such Grantor’s
affairs, finances and accounts with any of its officers subject to the execution by the Collateral Agent or its designee(s) of a reasonable
and mutually agreeable confidentiality agreement.


 


(n)
Future Subsidiaries. If any Grantor shall hereafter create or acquire any Subsidiary, simultaneously with the creation of acquisition
of such Subsidiary, such Grantor shall cause such Subsidiary to become a party to this Agreement as an additional “Grantor”
hereunder and to become a party to the Guarantee as an additional “Guarantor” thereunder, and to duly execute and/or deliver
such opinions of counsel and other documents, in form and substance acceptable to the Collateral Agent, as the Collateral Agent shall
reasonably request with respect thereto, including, without limitation, a Security Agreement Supplement.


 




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(o)
Partnership and Limited Liability Company Interests.


 


(i)
Except with respect to partnership interests and membership interests evidenced by a certificate, which certificate has been pledged
and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a partnership or a limited liability company shall,
nor shall any Grantor with any Subsidiary that is a partnership or a limited liability company, permit such partnership interests or
membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes
of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of
any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership
interests shall constitute General Intangibles.


 


(ii)
Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement
or similar agreement to which a Grantor is a party and relating to any Pledged Interests (as amended, restated, supplemented or otherwise
modified from time to time, a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(o) to permit
each member, manager and partner that is a Grantor to pledge all of the Pledged Interests in which such Grantor has rights and to grant
and collaterally assign to the Collateral Agent, for the benefit of itself and the Buyers, a lien on and security interest in the Pledged
Interests in which such Grantor has rights without any further consent, approval or action by any other party, including, without limitation,
any other party to any Pledged Partnership/LLC Agreement or otherwise.


 


(iii)
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall have the right (but
not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC
Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or
partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 6(o). For avoidance
of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and
not merely the rights of an economic interest holder.


 


(iv)
During the period from the date hereof until the Termination Date, no further consent, approval or action by any other party, including,
without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the
Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 6(o). The rights, powers
and benefits granted pursuant to this paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of
the Buyers, and each of their respective successors, assigns and designated agents, as intended third party beneficiaries.


 


(v)
Each Grantor and each applicable Pledged Issuer agrees that during the period from the date hereof until the Termination Date, no Pledged
Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 6(o) without the prior written consent
of the Collateral Agent.


 




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(p)
Excluded Foreign Subsidiaries. The Company covenants and agrees (i) to complete, within sixty (60) days from the date hereof (or
such longer period as the Collateral Agent may agree), the deregistration, winding up, dissolution or other similar process of each Excluded
Foreign Subsidiary in such Excluded Foreign Subsidiary’s jurisdiction of formation, (ii) each Excluded Foreign Subsidiary will
remain dormant and not conduct business at any time, and (iii) the aggregate value of assets owned by the Excluded Foreign Subsidiaries
taken as a whole will not equal or exceed $50,000.


 


SECTION
7. Voting Rights, Dividends, Etc. in Respect of the Pledged Interests.


 


(a)
So long as no Event of Default shall have occurred and be continuing:


 


(i)
each Grantor may exercise any and all voting and other consensual rights pertaining to any Pledged Interests for any purpose not inconsistent
with the terms of this Agreement or the other Transaction Documents; provided, however, that (A) none of the Grantors will exercise or
refrain from exercising any such right, as the case may be, if the Collateral Agent gives a Grantor notice that, in the Collateral Agent’s
reasonable business judgment, such action (or inaction) could reasonably be expected to violate the terms of any Transaction Document
or have a Material Adverse Effect and (B) each Grantor will give the Collateral Agent at least 5 Business Days’ notice of the manner
in which it intends to exercise, or the reasons for refraining from exercising, any such right which could reasonably be expected to
have a Material Adverse Effect;


 


(ii)
each of the Grantors may receive and retain any and all dividends, interest or other distributions paid in respect of the Pledged Interests
to the extent not prohibited by the Notes or the other Transaction Documents; provided, however, that any and all (A) dividends
and interest paid or payable other than in cash in respect of, and Instruments and other property received, receivable or otherwise distributed
in respect of or in exchange for, any Pledged Interests, (B) dividends and other distributions paid or payable in cash in respect of
any Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged
Interests, together with any dividend, interest or other distribution or payment which at the time of such payment was prohibited by
the Notes or the other Transaction Documents, shall be, and shall forthwith be delivered to the Collateral Agent, to hold as, Pledged
Interests and shall, if received by any of the Grantors, be received in trust for the benefit of the Collateral Agent, shall be segregated
from the other property or funds of the Grantors, and shall be forthwith delivered to the Collateral Agent in the exact form received
with any necessary indorsement and/or appropriate instruments of transfer or assignment or undated stock powers duly executed in blank,
to be held by the Collateral Agent as Pledged Interests and as further collateral security for the Obligations; and


 


(iii)
the Collateral Agent will execute and deliver (or cause to be executed and delivered) to a Grantor all such proxies, consents and other
instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights which
it is entitled to exercise pursuant to Section 7(a)(i) hereof and to receive the dividends, interest and/or other distributions which
it is authorized to receive and retain pursuant to Section 7(a)(ii) hereof.


 




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(b)
Upon the occurrence and during the continuance of an Event of Default:


 


(i)
all rights of each Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant
to Section 7(a)(i) hereof, and to receive the dividends, distributions, interest and other payments that it would otherwise be authorized
to receive and retain pursuant to Section 7(a)(ii) hereof, shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged
Interests such dividends, distributions and interest payments, and the Collateral Agent (personally or through an agent) shall thereupon
be solely authorized and empowered to transfer and register in the Collateral Agent’s name, or in the name of the Collateral Agent’s
nominee, the whole or any part of the Pledged Interests, it being acknowledged by each Grantor that such transfer and registration may
be effected by the Collateral Agent through its irrevocable appointment as attorney-in-fact pursuant to Section 8 hereof;


 


(ii)
the Collateral Agent is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Collateral
Agent (or its designee) and may collect any and all moneys due or to become due to any Grantor in respect of the Pledged Debt, and each
of the Grantors hereby authorizes each such debtor to make such payment directly to the Collateral Agent (or its designee) without any
duty of inquiry;


 


(iii)
without limiting the generality of the foregoing, the Collateral Agent may at its option exercise any and all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof,
including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Interests upon the merger, consolidation,
reorganization, recapitalization or other adjustment of any Pledged Issuer, or upon the exercise by any Pledged Issuer of any right,
privilege or option pertaining to any Pledged Interests, and, in connection therewith, to deposit and deliver any and all of the Pledged
Interests with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may
determine; and


 


(iv)
all dividends, distributions, interest and other payments that are received by any of the Grantors contrary to the provisions of Section
7(b)(i) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Grantors,
and shall be forthwith paid over to the Collateral Agent as Pledged Interests in the exact form received with any necessary indorsement
and/or appropriate instruments of transfer or assignment or undated Equity Interest powers duly executed in blank, to be held by the
Collateral Agent as Pledged Interests and as further collateral security for the Obligations.


 


SECTION
8. Additional Provisions Concerning the Collateral.


 


(a)
To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may reasonably
deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to
execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or
other documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time,
and from time to time, to file one or more Uniform Commercial Code financing or continuation statements, and amendments thereto, relating
to the Collateral (including, without limitation, financing statements describing the Collateral as “all assets” or “all
personal property” or words of similar effect) and (iii) ratifies such authorization to the extent that the Collateral Agent has
filed any such financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction
of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.


 




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(b)
Each Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion, so
long as an Event of Default shall have occurred and is continuing, to take any action and to execute any instrument which the Collateral
Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Grantor
under Section 6 and Section 7(a) hereof), including, without limitation, (i) to obtain and adjust insurance required to
be paid to the Collateral Agent pursuant to Section 6(e) hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive
and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) to receive, endorse,
and collect any drafts or other Instruments, Documents and Chattel Paper in connection with clause (i) or (ii) above, (iv) to receive,
indorse and collect all Instruments made payable to such Grantor representing any dividend, interest payment or other distribution in
respect of any Pledged Interests and to give full discharge for the same, (v) to file any claims or take any action or institute any
proceedings which the Collateral Agent may reasonably deem necessary or desirable for the collection of any Collateral or otherwise to
enforce the rights of the Collateral Agent and the Buyers with respect to any Collateral, (vi) to execute assignments, licenses and other
documents to enforce the rights of the Collateral Agent and the Buyers with respect to any Collateral, (vii) to pay or discharge taxes
or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge
the same to be determined by the Collateral Agent in its sole discretion, and such payments made by the Collateral Agent shall constitute
Obligations of such Grantor to the Collateral Agent, due and payable immediately without demand, and (viii) to sign and endorse any invoices,
freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts,
Chattel Paper and other documents relating to the Collateral. This power is a power of attorney and is coupled with an interest and is
irrevocable until the Termination Date.


 


(c)
For the purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall
be lawfully entitled to exercise such rights and remedies upon the occurrence and during the continuance of an Event of Default, and
for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to such Grantor) to use, assign, license or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license reasonable access
to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout
thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Transaction Documents that limit
the right of such Grantor to dispose of its property and Section 6(h) hereof, so long as no Event of Default shall have occurred
and be continuing, such Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions
with respect to the Intellectual Property in the ordinary course of its business. In furtherance of the foregoing, unless an Event of
Default shall have occurred and be continuing, the Collateral Agent shall from time to time, upon the request of a Grantor, execute and
deliver any instruments, certificates or other documents, in the form so requested, which such Grantor shall have certified are appropriate
(in such Grantor’s judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant
to this clause (c) as to any Intellectual Property). The exercise of rights and remedies hereunder by the Collateral Agent shall not
terminate the rights of the holders of any licenses or sublicenses theretofore granted by such Grantor in accordance with the second
sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from, and indemnifies the Collateral Agent against, any
claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral
Agent under the powers of attorney, proxy or license granted herein other than actions taken or omitted to be taken through the Collateral
Agent’s gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.


 




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(d)
If a Grantor fails to perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause performance
of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the fees and expenses of the Collateral Agent
incurred in connection therewith shall be jointly and severally payable by the Grantors pursuant to Section 10 hereof and constitute
Obligations of such Grantor secured by the Collateral, due and payable immediately without demand.


 


(e)
The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Other than the exercise of reasonable care to assure the safe custody of any Collateral in
its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral
or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to any Collateral
and shall be relieved of all responsibility for any Collateral in its possession upon surrendering it or tendering surrender of it to
any of the Grantors (or whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct).
The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood
that the Collateral Agent shall not have responsibility for ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge
of such matters. The Collateral Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other
agent or bailee selected by the Collateral Agent in good faith.


 


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


 




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(g)
The Collateral Agent may at any time in its discretion (i) without notice to any Grantor, transfer or register in the name of the Collateral
Agent or any of its nominees any or all of the Pledged Interests, subject only to the revocable rights of such Grantor under Section
7(a) hereof, and (ii) exchange certificates or Instruments constituting Pledged Interests for certificates or Instruments of smaller
or larger denominations.


 


SECTION
9. Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing:


 


(a)
The Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise
available to it, all of the rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the
affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral
Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter
receive, for the benefit of the Collateral Agent and the Buyers, all payments made thereon, give all consents, waivers and ratifications
in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to,
and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of
the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place or places to be designated
by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any premises
owned or leased by such Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to
effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to such Grantor in respect of
such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for
sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s
offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral
Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as
the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition
of its respective Collateral shall be required by law, at least ten (10) days’ prior notice to such Grantor of the time and place
of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute
reasonable notification. If the Collateral Agent sells any of the Collateral upon credit, the Grantors will be credited only with payments
actually received by the Collateral Agent from the purchaser thereof, and if such purchaser fails to pay for the Collateral, the Collateral
Agent may resell the Collateral and the Grantors shall be credited with proceeds of the sale. The Collateral Agent shall not be obligated
to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn
any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent
and the Buyers arising by reason of the fact that the price at which its respective Collateral may have been sold at a private sale was
less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if
the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights
that such Grantor may have to require that all or any part of such Collateral be marshalled upon any sale (public or private) thereof.
Each Grantor hereby acknowledges that (i) any such sale of its respective Collateral by the Collateral Agent shall be made without warranty,
(ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Collateral
Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase,
lease, license or other disposition of the Collateral or any portion thereof for the account of the Collateral Agent (on behalf of itself
and each Buyer) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness
of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent, such
Grantor shall cease any use of the Intellectual Property or any Trademark similar to any Trademark contained in the Collateral for any
purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time, upon 10 days’ prior notice to
such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non- exclusive basis, any of the Intellectual
Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its
sole discretion determine to the extent consistent with any restrictions or conditions imposed upon such Grantor with respect to such
Intellectual Property by license or other contractual arrangement; and (2) the Collateral Agent may, at any time, pursuant to the authority
granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default),
execute and deliver on behalf of such Grantor, one or more instruments of assignment of the Intellectual Property (or any application
or registration thereof), in form suitable for filing, recording or registration in any country.


 


(b)
In the event that the Collateral Agent determines to exercise its right to sell all or any part of the Pledged Interests pursuant to
Section 9(a) hereof, each Grantor will, at such Grantor’s expense and upon request by the Collateral Agent, do or cause to be done
all such acts and things as may be reasonably necessary to make a private sale of such Pledged Interests valid and binding and in compliance
with applicable law. Each Grantor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the
Collateral Agent by reason of the failure by any Grantor to perform any of the covenants contained in this Section 9(b) and, consequently,
agrees that, if any Grantor fails to perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount
equal to the value of the Pledged Interests on the date the Collateral Agent demands compliance with this Section 9(b); provided,
however, that the payment of such amount shall not release any Grantor from any of its obligations under any of the other Loan
Documents.


 


(c)
Notwithstanding the provisions of Section 9(b) hereof, each Grantor recognizes that the Collateral Agent may deem it impracticable to
effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Collateral
Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will
be obligated 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 that any such private sale may be at prices and on terms less favorable to
the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees
that such private sales shall be deemed to have been made in a commercially reasonable manner.


 




    	-26-



     


    

 


(d)
Any cash held by the Collateral Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent
(or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral
may, in the discretion of the Collateral Agent (or its agent or designee), be held by the Collateral Agent as collateral for, and/or
then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof)
in whole or in part by the Collateral Agent against, all or any part of the Obligations in such order as the Collateral Agent shall elect,
consistent with the provisions of the Transaction Documents. Any surplus of such cash or Cash Proceeds held by the Collateral Agent (or
its agent or designee) and remaining after the Termination Date shall be paid over to whomsoever shall be lawfully entitled to receive
the same or as a court of competent jurisdiction shall direct.


 


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


 


(f)
Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements
in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale
or other disposition of the Collateral.


 


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


 




    	-27-



     


    

 


SECTION
10. Indemnity and Expenses.


 


(a)
Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold harmless the Collateral Agent, each of the Buyers
and all of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”)
from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without
limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) incurred by such Indemnitees, whether
prior to or from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or relating to
or in connection with this Agreement (including, without limitation, enforcement of this Agreement) or any of the transactions related
to this Agreement (collectively, the “Indemnified Matters”), except to the extent that any Indemnified Matter is caused
solely and directly from such Indemnitee’s gross negligence or willful misconduct, as determined by a final non-appealable judgment
of a court of competent jurisdiction.


 


(b)
Each Grantor agrees, jointly and severally, to, upon demand, pay to the Collateral Agent the amount of any and all costs and expenses,
including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including,
without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection
with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination
of this Agreement subject to and to the extent under Section 5.2 of the Securities Purchase Agreement, (ii) the custody, preservation,
use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of
any of the rights of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.


 


SECTION
11. Notices, Etc. All notices and other communications provided for hereunder shall be given in accordance with Section 5.4
of the Securities Purchase Agreement.


 


SECTION
12. Security Interest Absolute; Joint and Several Obligations.


 


(a)
All rights of the Collateral Agent and the Buyers, all Liens and all obligations of each of the Grantors hereunder shall be absolute
and unconditional irrespective of (i) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes or any other
Transaction Document, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the
Obligations, or any other amendment or waiver of or consent to any departure from the Securities Purchase Agreement, the Notes or any
other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any Collateral, or any release or amendment
or waiver of or consent to departure from any guaranty, for all or any of the Obligations, or (iv) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any of the Grantors in respect of the Obligations. All authorizations
and agencies contained herein with respect to any of the Collateral are irrevocable and powers coupled with an interest.


 


(b)
Each Grantor hereby waives, to the extent permitted by applicable law (i) promptness and diligence, (ii) notice of acceptance and notice
of the incurrence of any Obligation by the Company, (iii) notice of any actions taken by the Collateral Agent, any Buyer, any Guarantor
or any other Person under any Transaction Document or any other agreement, document or instrument relating thereto, (iv) all other notices,
demands and protests, and all other formalities of every kind in connection with the enforcement of the Obligations, the omission of
or delay in which, but for the provisions of this subsection (b), might constitute grounds for relieving such Grantor of any such Grantor’s
obligations hereunder and (v) any requirement that the Collateral Agent or any Buyer protect, secure, perfect or insure any security
interest or other lien on any property subject thereto or exhaust any right or take any action against any Grantor or any other Person
or any collateral.


 




    	-28-



     


    

 


(c)
All of the obligations of the Grantors hereunder are joint and several. The Collateral Agent may, in its sole and absolute discretion,
enforce the provisions hereof against any of the Grantors and shall not be required to proceed against all Grantors jointly or seek payment
from the Grantors ratably. In addition, the Collateral Agent may, in its sole and absolute discretion, select the Collateral of any one
or more of the Grantors for sale or application to the Obligations, without regard to the ownership of such Collateral, and shall not
be required to make such selection ratably from the Collateral owned by all of the Grantors. The release or discharge of any Grantor
by the Collateral Agent shall not release or discharge any other Grantor from the obligations of such Person hereunder.


 


SECTION
13. Miscellaneous.


 


(a)
No amendment of any provision of this Agreement (other than any Schedule attached hereto and amended, supplemented or otherwise modified
from time to time in accordance with the terms hereof) shall be effective unless it is in writing and signed by each Grantor and the
Collateral Agent, and no waiver of any provision of this Agreement, and no consent to any departure by a Grantor therefrom, shall be
effective unless it is in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


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


 


(c)
No Grantor may exercise any rights that it may now or hereafter acquire against any other Grantor that arise from the existence, payment,
performance or enforcement of any Grantor’s obligations under this Agreement, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Collateral Agent
against any Grantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from any Grantor, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until the Termination
Date occurs. If any amount shall be paid to a Grantor in violation of the immediately preceding sentence at any time prior to the Termination
Date, such amount shall be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent
to be credited and applied to the Obligations and all other amounts payable under the Transaction Documents, whether matured or unmatured,
in accordance with the terms of the Transaction Documents, or to be held as Collateral for any Obligations or other amounts payable under
the Transaction Documents thereafter arising.


 




    	-29-



     


    

 


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


 


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


 


(f)
Upon the Termination Date, (i) this Agreement and the security interests and licenses created hereby shall terminate and all rights to
the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the Collateral Agent will,
upon such Grantor’s request and at such Grantor’s expense, without any representation, warranty or recourse whatsoever (A)
return to such Grantor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof,
and (B) execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In
addition, upon any sale or disposition of any item of Collateral in a transaction not prohibited under the Transaction Documents, the
Collateral Agent agrees to execute a release of its security interest in such item of Collateral in form and substance reasonably satisfactory
to it, and the Collateral Agent shall, upon the reasonable request of the Grantors and at the Grantors’ cost and expense, execute
and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such release.


 


(g)
This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor
for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors
or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment or performance of the Obligations, or any part thereof, is, pursuant
to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the 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 Obligations shall
be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 




    	-30-



     


    

 


(h)
Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit
C hereto (each a “Security Agreement Supplement”), (i) such Person shall be referred to as an “Additional
Grantor” and shall be and become a Grantor, and each reference in this Agreement to “Grantor” shall also mean and be
a reference to such Additional Grantor, and each reference in this Agreement and the other Transaction Documents to “Collateral”
shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental Schedules I-VIII attached
to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I-VIII, respectively,
hereto, and the Collateral Agent may attach such Schedules as supplements to such Schedules, and each reference to such Schedules shall
mean and be a reference to such Schedules, as supplemented pursuant hereto.


 


(i)
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED
BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION
OR NON-PERFECTION OF THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED
BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 


(j)
ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS
AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.


 


(k)
EACH GRANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN
STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.


 




    	-31-



     


    

 


(l)
Nothing contained herein shall affect the right of the Collateral Agent or any Buyer to serve process in any other manner permitted by
law or commence legal proceedings or otherwise proceed against any Grantor or any property of such Grantor in any other jurisdiction.


 


(m)
Each Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding
with respect to this Agreement any special, exemplary, punitive or consequential damages.


 


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


 


(o)
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
shall be deemed to be an original, but all of which taken together constitute one and the same Agreement. The parties hereto irrevocably
and unreservedly agree that this Agreement may be executed by way of electronic signatures and the parties agree that neither this Agreement,
nor any part hereof, shall be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in
the form of an electronic record.


 


(p)
For purposes of this Agreement, all references to Schedules I - VIII attached hereto shall be deemed to refer to each such Schedule
as updated from time to time in accordance with the terms of this Agreement.


 


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


 




    	-32-



     


    

 


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


 


	 	MUSCLEPHARM
    CORPORATION
	 	 	                             
	 	By:	/s/
    Sabina Rizvi
	 	Name:	Sabina
    Rizvi
	 	Title:
    	President
    and Chief Financial Officer
	 	 	 
	 	CANADA
    MUSCLEPHARM ENTERPRISES CORP.
	 	 	 
	 	By:	/s/
    Sabina Rizvi
	 	Name:	Sabina
    Rizvi
	 	Title:
    	Chief
    Financial Officer


 


MusclePharm
- Pledge and Security Agreement


 




    	 



     


    

 


	ACCEPTED
    BY:	 
	 	 
	EMPERY
    TAX EFFICIENT, LP,	 
	as
    Collateral Agent	 
	 	 	 
	By:
    	Empery
    Asset Management, LP, its authorized agent	 
	 	 	 
	By:	/s/
    Brett Director	 
	Name:
    	Brett
    Director 	 
	Title: 	General Counsel	 


 


MUSCLEPHARM
- PLEDGE AND SECURITY AGREEMENT


 




    	 



     


    

 


SCHEDULE
I


 


LEGAL
NAMES; ORGANIZATIONAL IDENTIFICATION NUMBERS; STATES OR JURISDICTION OF ORGANIZATION


 


	Legal
    Name	 	State
    of Organization	 	Type
    of Organization	 	Organizational
    Identification Number
	MusclePharm
    Corporation	 	Nevada	 	Corporation	 	 
	Canada
    MusclePharm Enterprises Corp.	 	Ontario,
    Canada	 	Corporation	 	 


 




    	Sched. I-1



     


    

 


SCHEDULE
II


 


INTELLECTUAL
PROPERTY AND LICENSES; TRADE NAMES


 


	A.	COPYRIGHTS
    
	 	 
	 	None.
	 	 
	B.	PATENTS
    
	 	 
	 	None.
	 	 
	C.	TRADEMARKS


 


	Country	 	Title	 	Application
    or Registration No.	 	Filing
    Date	 	Registration
Date
	USA	 	BCAA
    3:1:2 THE FOUNDATION OF YOUR TEMPLE MP MUSCLEPHARM	 	4948843	 	11/21/2013	 	5/3/2016
	USA	 	 BIZZY
    DIET	 	 4125619	 	10/3/2011	 	4/10/2012
	USA	 	COMBAT
    100% WHEY	 	 6072063	 	3/23/2016	 	6/9/2020
	USA	 	 COMBAT
    BLACK	 	 n/a	 	86512633	 	n/a
	USA	 	COMBAT
    100% CASEIN	 	 4756998	 	2/21/2014	 	6/16/2015
	USA	 	COMBAT
    100% ISOLATE	 	 4913165	 	7/29/2015	 	3/8/2016
	USA	 	CONFIDENCE
    BUILT HERE	 	 3969126	 	5/4/2010	 	5/31/2011
	USA	 	Fitmiss	 	4444437	 	1/27/2012	 	12/3/2013
	USA	 	Fitmiss	 	n/a	 	6/23/2021	 	n/a
	USA	 	FITMISS
    BURN	 	4716743	 	1/30/2012	 	4/7/2015
	USA	 	FITMISS
    DELIGHT	 	4498164	 	9/7/2013	 	3/18/2014
	USA	 	FUEL
    THE ATHLETE INSIDE	 	 3969123	 	5/3/2010	 	5/31/2011
	USA	 	FUEL
    YOUR ACTIVE LIFESTYLE	 	 4077223	 	6/9/2011	 	12/27/2011
	USA	 	MP	 	4186812	 	1/4/2012	 	8/7/2012
	USA	 	MP
    (stylized black and white)	 	 5200085	 	12/22/2016	 	5/9/2017
	USA	 	MP
    Essentials	 	5746636	 	12/19/2017	 	5/7/2019



 






    	Sched. II-1



     


    

 


	USA	 	MP
    Stealth	 	n/a	 	12/19/2017	 	n/a
	USA	 	MUSCLEPHARM	 	 3933441	 	12/8/2009	 	3/22/2011
	USA	 	MUSCLEPHARM
    SPORTSWEAR	 	 4077205	 	6/3/2011	 	12/27/2011
	USA	 	MUSCLEPHARM
    ENERGY SPORT ZERO	 	5191681	 	12/23/2014	 	4/25/2017
	USA	 	MP
    MUSCLEPHARM	 	4767066	 	4/29/2014	 	7/7/2015
	USA	 	CREATINE
    BLACK	 	5284138	 	10/10/2016	 	9/12/2017
	USA	 	CLEAN
    MASS	 	5179223	 	2/10/2016	 	4/11/2017
	USA	 	VASO
    SPORT	 	5083129	 	6/22/2015	 	11/15/2016
	USA	 	OXYSPORT	 	5032380	 	6/18/2014	 	8/30/2016
	USA	 	#FUELYOURGRIND	 	4970643	 	1/23/2015	 	5/31/2016
	USA	 	REAL
    ATHLETES. REAL SCIENCE.	 	4924979	 	11/11/2013	 	3/29/2016
	USA	 	Z-CORE
    PM	 	4922324	 	7/29/2015	 	3/22/2016
	USA	 	CLA
    CORE	 	4913163	 	7/29/2015	 	3/8/2016
	USA	 	CARNITINE
    CORE	 	4913160	 	7/29/2015	 	3/8/2016
	USA	 	THE
    FOUNDATION OF YOUR TEMPLE	 	4891161	 	1/16/2014	 	1/26/2016
	USA	 	BUILD
    YOUR LEGACY	 	4879294	 	1/13/2014	 	1/5/2016
	USA	 	STRONG
    IS THE NEW SEXY	 	4709769	 	4/4/2014	 	3/24/2015
	USA	 	HYBRID
    SERIES	 	4694743	 	4/25/2014	 	3/3/2015
	USA	 	LIVE
    SHREDDED	 	4077218	 	6/9/2011	 	12/27/2011
	USA	 	WEAK
    ENDS HERE	 	4317212	 	9/19/2012	 	4/9/2013
	USA	 	ENERGY
    ON THE GO	 	4131623	 	8/23/2011	 	4/24/2012
	USA	 	RE-CON	 	3934299	 	7/19/2010	 	3/22/2011
	European
    Union	 		 	 	 	14/05/2014	 	 
	European
    Union	 		 	012875985	 	14/05/2014	 	29/06/2017
	European
    Union	 		 	012876058	 	14/05/2014	 	09/01/2015
	European
    Union	 		 	013713656	 	05/02/2015	 	19/06/2015
	European
    Union	 		 	017818048	 	15/02/2018	 	29/01/2019
	European	 	ASSAULT	 	 	 	05/02/2015	 	 
	Union	 	 	 	 	 	 	 	 



 






    	Sched. II-2



     


    

 


	European
    Union	 	ASSAULT
    in Class 5	 	 	 	14/11/2018	 	 
	European
    Union	 	COMBAT
    CRUNCH BAR	 	 	 	05/02/2015	 	 
	European
    Union	 	COMBAT
    PROTEIN POWDER	 	013712344	 	05/02/2015	 	24/06/2015
	European
    Union	 	FITMISS	 	014594477	 	24/09/2015	 	12/02/2016
	European
    Union	 	MUSCLEPHARM	 	014580625	 	22/09/2015	 	27/04/2016
	European
    Union	 	MUSCLEPHARM	 	017817867	 	15/02/2018	 	29/01/2019


 


	D.	OTHER
    PROPRIETARY RIGHTS 
	 	 
	 	None.
	 	 
	E.	TRADE
    NAMES 
	 	 
	 	MusclePharm 
	 	 
	 	MSLP
	 	 
	F.	NAME
    OF, AND EACH TRADE NAME USED BY, EACH PERSON FROM WHICH A GRANTOR HAS ACQUIRED ANY SUBSTANTIAL PART OF THE COLLATERAL WITHIN THE
    PRECEDING FIVE YEARS
	 	 
	 	None.



 



    	Sched. II-3



     


    

 


SCHEDULE
III


 


LOCATIONS


 


	Grantor	 	Chief
    Executive Office	 	Chief
    Place of Business	 	Location	 	Description
    (E.g., Books and Records, Inventory, Equipment, etc.)
	MusclePharm	 	3753
    Howard	 	3753
    Howard	 	3753
    Howard	 	Books
    and
	Corporation	 	Hughes
    Pkwy,	 	Hughes
    Pkwy,	 	Hughes
    Pkwy,	 	records,
    inventory
	 	 	Ste.
    200-849	 	Ste.
    200-849	 	Ste.
    200-849	 	and
    equipment
	 	 	Las
    Vegas, NV	 	Las
    Vegas, NV	 	Las
    Vegas, NV	 	 
	 	 	89169	 	89169	 	89169	 	 
	 	 	 	 	 	 	JW
    Nutritional,	 	 
	 	 	 	 	 	 	LLC	 	 
	 	 	 	 	 	 	601
    Century	 	 
	 	 	 	 	 	 	Parkway
    Suite	 	 
	 	 	 	 	 	 	300	 	 
	 	 	 	 	 	 	Allen,
    TX 75013	 	 
	 	 	 	 	 	 	SK
    Laboratories	 	 
	 	 	 	 	 	 	Inc.	 	 
	 	 	 	 	 	 	5420
    E. La Palma	 	 
	 	 	 	 	 	 	Ave.	 	 
	 	 	 	 	 	 	Anaheim,
    CA	 	 
	 	 	 	 	 	 	92807	 	 
	 	 	 	 	 	 	Cimetra	 	 
	 	 	 	 	 	 	Warehousing
    &	 	 
	 	 	 	 	 	 	Distribution
    LLC	 	 
	 	 	 	 	 	 	6050
    Dana Way,	 	 
	 	 	 	 	 	 	Ste
    300	 	 
	 	 	 	 	 	 	Antioch,
    TN	 	 
	 	 	 	 	 	 	37013	 	 
	Canada	 	170-762
    Upper	 	170-762
    Upper	 	170-762
    Upper	 	Books
    and records
	MusclePharm	 	James
    Street,	 	James
    Street,	 	James
    Street,	 	 
	Enterprises
    Corp.	 	Hamilton,
    ON,	 	Hamilton,
    ON,	 	Hamilton,
    ON,	 	 
	 	 	L9C
    3A2	 	L9C
    3A2	 	L9C
    3A2	 	 


 




    	Sched. III-1



     


    

 


SCHEDULE
IV


 


PROMISSORY
NOTES, SECURITIES, DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITIES ACCOUNTS


 


	A.	Promissory
    Notes:
	 	 
	None.
	 	 
	B.	Securities
    and Other Instruments:
	 	 
	None.
	 	 
	C.	Deposit
    Accounts, Securities Accounts and Commodities Accounts:


 


	Grantor	 	Name
    and Address of Institution Maintaining Account	 	Account
    Number	 	Type
    of Account
	Canada
    MusclePharm Enterprises Corp.	 	ROYAL
    BANK OF CANADA

    P.O.
    BOX 4047 TERMINAL A TORONTO ON M5W 1L5
	 	 	 	Business
    Account – Non-US Sub and maintained at a Canadian bank
	Canada
    MusclePharm Enterprises Corp.	 	ROYAL
    BANK OF CANADA

    P.O.
    BOX 4047 TERMINAL A TORONTO ON M5W 1L5
	 	 	 	Business
    Account - Non-US Sub and maintained at a Canadian bank
	Canada
    MusclePharm Enterprises Corp.	 	ROYAL
    BANK OF CANADA

    P.O.
    BOX 4047 TERMINAL A TORONTO ON M5W 1L5
	 	 	 	Guaranteed
    Investment Certificate

    -
    Non-US Sub and maintained at a Canadian bank

	MusclePharm
    Corporation	 	JPMorgan
    Chase Bank, N.A. P O Box 182051

    Columbus,
    OH 43218 - 2051
	 	 	 	Commercial
    Money Market – US Bank Account
	MusclePharm
    Corporation	 	Wells
    Fargo Bank, N.A. (182) PO Box 63020

    San
    Francisco, CA 94163
	 	 	 	Operating
    - US Bank Account
	MusclePharm
    Corporation	 	Wells
    Fargo Bank, N.A. (182) PO Box 63020

    San
    Francisco, CA 94163
	 	 	 	AP
    - US Bank Account
	MusclePharm
    Corporation	 	Wells
    Fargo Bank, N.A. (182) PO Box 63020	 	 	 	Payroll
    - US Bank Account
	 	 	San
    Francisco, CA 94163	 	 	 	 
	MusclePharm
    Corporation	 	Wells
    Fargo Bank, N.A. (182) PO Box 63020

    San
    Francisco, CA 94163
	 	Factoring
    - US Bank Account	 	 





 



    	Sched. IV-1



     


    

 


SCHEDULE
V


 


UCC-1
FINANCING STATEMENTS


 


	Name
    of Grantor	 	Filing
    Locations
	MusclePharm
    Corporation	 	Nevada
	Canada
    MusclePharm Enterprises Corp.	 	Washington,
    D.C.


 




    	Sched. V-1



     


    

 


SCHEDULE
VI


 


COMMERCIAL
TORT CLAIMS


 


None.


 




    	Sched. VI-1



     


    

 


SCHEDULE
VII


 


PLEDGED
DEBT


 


None.


 




    	Sched. VII-1



     


    

 


SCHEDULE
VIII


PLEDGED
SHARES


 


	Grantor	 	Name
    of Pledged Issuer	 	Number
    of Shares/Units	 	Percentage
    of Outstanding Shares/Units	 	Class	 	Certificate
    Number
	MusclePharm
    Corporation	 	Canada
    MusclePharm Enterprises Corp.	 	100,000	 	100%	 	Common
    Shares	 	Not
    certificated


 




    	Sched. VIII-1



     


    

 


EXHIBIT
A


 


 


[TRADEMARK]
[PATENT] [COPYRIGHT] SECURITY AGREEMENT


 


WHEREAS,
_____________________________________ (the “Assignor”) [has adopted, used and is using, and holds all
right, title and interest in and to, the trademarks and service marks listed on the annexed Schedule 1A, which trademarks and
service marks are registered or applied for in the United States Patent and Trademark Office (the “Trademarks”)]
[holds all right, title and interest in the letter patents, design patents and utility patents, and all applications therefor,
listed on the annexed Schedule 1A, which patents are issued or applied for in the United States Patent and Trademark Office
(the “Patents”)] [holds all right, title and interest in the copyrights listed on the annexed Schedule 1A,
which copyrights are registered or applied for in the United States Copyright Office (the
“Copyrights”)];


 


WHEREAS,
the Assignor has entered into a Pledge and Security Agreement, dated as of October [ ], 2020 (as amended, restated or otherwise modified
from time to time the “Security Agreement”), in favor of EMPERY TAX EFFICIENT, LP, as collateral agent for certain
buyers (the “Assignee”);


 


WHEREAS,
pursuant to the Security Agreement, the Assignor has assigned and granted to the Assignee for the benefit of the Buyers (as defined in
the Security Agreement) a continuing security interest in all personal property and assets of the Assignor, including all right, title
and interest of the Assignor in, to and under the [Trademarks, together with, among other things, the good-will of the business symbolized
by the Trademarks] [Patents] [Copyrights], including, without limitation, all applications, registrations and recordings thereof, as
applicable, and all proceeds thereof, including, without limitation, any and all causes of action which may exist by reason of infringement,
misappropriation or other violation thereof and any and all damages arising from past, present and future infringements, misappropriations
or other violations thereof (the “Collateral”), to secure the payment, performance and observance of the “Obligations”
(as defined in the Security Agreement);


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor does hereby
pledge, convey, sell, assign, transfer and set over unto the Assignee and grants to the Assignee for the benefit of the Buyers a continuing
security interest in the Collateral.


 


The
Assignor does hereby further acknowledge and affirm that the rights and remedies of the Assignee with respect to the Collateral are more
fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully
set forth herein. In the event of a conflict between any provision of this [Trademark][Patent][Copyright] Security and the Security Agreement,
the terms of the Security Agreement shall govern.


 




    	Exh. A-1



     


    

 


IN
WITNESS WHEREOF, the Assignor has caused this [Trademark][Patent][Copyright] Security Agreement to be duly executed by its officer thereunto
duly authorized as of ___________, 20 __


 


	 	[GRANTOR]
	 	 	                    
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exh. A-2



     


    

 


SCHEDULE
1A TO [TRADEMARK][PATENT][COPYRIGHT] SECURITY AGREEMENT


 


[Trademarks
and Trademark Applications]


[Patent
and Patent Applications]


[Copyright
and Copyright Applications]


Owned
by _____________________________


 




    	 



     


    

 


EXHIBIT
B


 


PLEDGE
AMENDMENT


 


This
Pledge Amendment, dated __________, 20 ___, is delivered pursuant to Section 4 of the Pledge and Security Agreement referred to below.
The undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement, dated as of October [
], 2021, as it may heretofore have been or hereafter may be amended, restated, amended and restated, supplemented, modified or otherwise
changed from time to time, including any replacement agreement therefor (the “Security Agreement”), and that the promissory
notes or shares listed on this Pledge Amendment shall be hereby pledged and collaterally assigned to the Collateral Agent and become
part of the Pledged Interests referred to in such Pledge Agreement and shall secure all of the Obligations referred to in such Security
Agreement.


 


	Pledged
    Debt	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Grantor	 	Name
    of Maker	 	Description	 	Principal
    Amount Outstanding as of
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


	Pledged
    Shares	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Name
    of Pledged Issuer	 	Number
    of Shares	 	Percentage
    of Outstanding Shares	 	Class	 	Certificate
    Number
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


	 	 	 	[GRANTOR]
	 	 	 	 
	 	 	 	By:	                 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	EMPERY
    TAX EFFICIENT, LP,	 	 	 
	as
    the Collateral Agent	 	 	 
	 	           	 	 	 
	By:	 	 	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 


 




    	Exh - B



     


    

 


EXHIBIT
C


 


 


FORM
OF SECURITY AGREEMENT SUPPLEMENT


 


[Date
of Security Agreement Supplement]


 


EMPERY
TAX EFFICIENT, LP, as Collateral Agent (the “Collateral Agent”) [Address]


 


Ladies
and Gentlemen:


 


Reference
hereby is made to (i) the Securities Purchase Agreement, dated as of October [  ], 2021, by and among MusclePharm Corporation,
a Nevada corporation (the “Company”) and each party listed as a “Buyer” on the Schedule of Buyers (as
such schedule may be amended, restated or otherwise modified from time to time) attached thereto, each a “Buyer”,
and collectively, the “Buyers”) and (ii) the Pledge and Security Agreement, dated as of October [  ], 2021 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), made
by the Grantors from time to time party thereto in favor of the Collateral Agent. Capitalized terms defined in the Securities Purchase
Agreement, the Notes or the Security Agreement and not otherwise defined herein are used herein as defined in the Securities Purchase
Agreement, the Notes or the Security Agreement, as applicable.


 


SECTION
1. Grant of Security. The undersigned hereby grants to the Collateral Agent, for the ratable benefit of the Collateral Agent and
the Buyers, a security interest in, all of its right, title and interest in and to all of the Collateral (as defined in the Security
Agreement) of the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter
existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental
schedules to the Schedules to the Security Agreement.


 


SECTION
2. Security for Obligations. The grant of a security interest in the Collateral by the undersigned under this Security Agreement
Supplement and the Security Agreement secures the payment of all Obligations of the undersigned now or hereafter existing under or in
respect of the Transaction Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations,
interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the
generality of the foregoing, each of this Security Agreement Supplement and the Security Agreement secures the payment of all amounts
that constitute part of the Obligations and that would be owed by the undersigned to the Collateral Agent or any Buyer under the Transaction
Documents but for the fact that such Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving a Grantor.


 


SECTION
3. Supplements to Security Agreement Schedules. The undersigned has attached hereto supplemental Schedules I through VIII
to Schedules I through VIII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the
date first above written, that such supplemental Schedules have been prepared by the undersigned in substantially the form of the equivalent
Schedules to the Security Agreement, and such supplemental Schedules include all of the information required to be scheduled to the Security
Agreement and do not omit to state any information material thereto.


 




    	Exh - C



     


    

 


SECTION
4. Representations and Warranties. The undersigned hereby confirms that the representations and warranties set forth in Section
5 of the Security Agreement (as supplemented by the attached supplemental Schedules) are true and correct in all material respects as
to the undersigned as of the date hereof, except to the extent that any such representation or warranty expressly relates solely to an
earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier
date).


 


SECTION
5. Obligations Under the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as
a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned
further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor”
or a “Grantor” shall also mean and be a reference to the undersigned.


 


SECTION
6. Transaction Document. In addition to and without limitation of any of the foregoing, this Security Agreement Supplement shall
be deemed to be a Transaction Document within the meaning of the Securities Purchase Agreement. SECTIONS 13(i) (GOVERNING LAW),
13(j) (CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE) AND 13(k) (WAIVER OF JURY TRIAL, ETC.) OF THE SECURITY AGREEMENT
ARE HEREBY INCORPORATED BY REFERENCE AND MADE A PART HEREOF, MUTATIS MUTANDIS.


 


	 	 	 	Very
    truly yours,
	 	 	 	 
	 	 	 	[NAME
    OF ADDITIONAL GRANTOR]
	 	 	 	 	                     
	 	 	 	Name:	 
	 	 	 	By:	 
	 	 	 	Title:	 
	Acknowledged
    and Agreed: EMPERY TAX EFFICIENT, LP,	 	 	 
	as
    Collateral Agent	 	 	 
	 	                    	 	 	 
	By:	 	 	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 


 




    	Exh - C