Exhibit 10.3


 


SECURITY
AGREEMENT


 


This
SECURITY AGREEMENT, dated as of September 23, 2022 (this “Agreement”), is among TOUCHPOINT GROUP HOLDINGS,
INC., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the
“Guarantors” and together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware
limited partnership (collectively with its endorsees, transferees and assigns, the “Secured Parties”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Purchase Agreement (as defined in the Note (as defined below)), the Company has agreed to issue that certain 12%
senior secured promissory note dated September 23, 2022, in the original principal amount of $71,000.00 (the “Note”);


 


WHEREAS,
in order to induce the Secured Parties to enter into the investment evidenced by the Note, each Debtor has agreed to execute and
deliver to the Secured Parties this Agreement and to grant the Secured Parties, a security interest in certain property of such
Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Note.


 


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


 


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


 


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


 


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


 






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


 


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


 


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




 


 (v)            All commercial tort claims;




 


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


 


 (vii)          All investment property;




 


 (viii)        All supporting obligations; and




 


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


 


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


 


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


 






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


 


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


 


 (c)          [Intentionally Omitted].




 


(d)          
“Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment
duly executed and such other instruments or documents as the Secured Parties may reasonably request.


 






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


 


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


 


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


 


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


 


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


 


2.            Grant
of Security Interest in Collateral. As an inducement for the Secured Parties to enter into the investment as evidenced by
the Note and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of
the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a
security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of
whatsoever kind and nature in and to, the Collateral (a “Security Interest” and, collectively, the
“Security Interests”).


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 




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(g)         
Each Debtor hereby authorizes the Secured Parties to file one or more financing statements under the UCC, with respect to the
Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it.


 


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


 


(i)          
The capital stock and other equity interests listed in the SEC Documents (the “Pledged Securities”) represent
all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests
owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable,
and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or
other encumbrance except for the security interests created by this Agreement.


 


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


 


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


 




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(l)          
No Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for
non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary
course of business) without the prior written consent of the Secured Parties.


 


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


 


(n)         
Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including
Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities
of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar
circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient
to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide,
and the insurer issuing such policy to certify to the Secured Parties, that (a) the Secured Parties will be named as lender loss
payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially
changed for any reason whatsoever, such insurer will promptly notify the Secured Parties and such cancellation or change shall
not be effective as to the Secured Parties for at least thirty (30) days after receipt by the Secured Parties of such notice,
unless the effect of such change is to extend or increase coverage under the policy; and (c) the Secured Parties will have the
right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from
the insurer of such default. If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim
or series of related claims do not exceed $100,000, loss payments in each instance will be applied by the applicable Debtor to
the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any
loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor; provided,
however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of $100,000
for any occurrence or series of related occurrences shall be paid to the Secured Parties and accordingly, if received by such
Debtor, shall be held in trust for the Secured Parties and immediately paid over to the Secured Parties. Copies of such policies
or the related certificates, in each case, naming the Secured Parties as lender loss payee and additional insured shall be delivered
to the Secured Parties at least annually and at the time any new policy of insurance is issued.


 


(o)         
Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail,
of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect
on the value of the Collateral or on the Secured Parties’ security interest therein.


 




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(p)         
Each Debtor shall promptly execute and deliver to the Secured Parties such further deeds, mortgages, assignments, security agreements,
financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured
Parties may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured
Parties’ security interest in the Collateral.


 


(q)         
Each Debtor shall permit the Secured Parties and its representatives and agents to inspect the Collateral during normal business
hours and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested
by the Secured Parties from time to time.


 


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


 


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


 


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


 


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


 


(v)         
No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it
has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior
written notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing
statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced
by this Agreement.


 


(w)        
Except in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and
hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Secured Parties which shall
not be unreasonably withheld.


 


(x)         
No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification
thereof to the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing
statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and
evidenced by this Agreement.


 






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(y)         
Each Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name
in Schedule B attached hereto, which Schedule B sets forth each Debtor’s organizational identification number
or, if any Debtor does not have one, states that one does not exist.


 


(z)          
(i) The actual name of each Debtor is the name set forth in Schedule B attached hereto; (ii) no Debtor has any trade names
except as set forth in the SEC Documents; (iii) no Debtor has used any name other than that stated in the preamble hereto or as
set forth in the SEC Documents for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by
any Debtor within the past five years except as set forth in the SEC Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(hh)

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


 


(ii)

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


 


(jj)

         Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Note.


 


(kk)
       Each Debtor shall register the pledge of the applicable Pledged Securities on the
books of such Debtor. Each Debtor shall notify each issuer of Pledged Securities to register the pledge of the applicable
Pledged Securities in the name of the Secured Parties on the books of such issuer. Further, except with respect to
certificated securities delivered to the Secured Parties, the applicable Debtor shall deliver to Secured Parties an
acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with respect to
perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement shall confirm
that: (a) it has registered the pledge on its books and records; and (b) at any time directed by the Secured Parties during
the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Securities into the
name of the Secured Parties or any designee of Secured Parties, will take such steps as may be necessary to effect the
transfer, and will comply with all other instructions of Secured Parties regarding such Pledged Securities without the
further consent of the applicable Debtor.


 






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(ll)

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


 


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


 


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


 


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


 




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


 


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


 


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




 


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




 


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


 


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


 


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


 


7.           
Duty To Hold In Trust.


 


(a)         
Upon the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income,
dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Note or otherwise, or of any
check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust
for the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties,
pro-rata in proportion to their respective then-currently outstanding principal amount of Note for application to the satisfaction
of the Obligations.


 




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


 


8.            
Rights and Remedies Upon Default.


 


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


 


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


 


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


 






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


 


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


 


(v)          
The Secured Parties may (but are not obligated to) direct any financial intermediary or any other person or entity holding any
investment property to transfer the same to the Secured Parties or its designee.


 


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


 


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


 


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


 






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


 


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


 


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


 






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12.         
Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral,
and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the
Collateral or its unavailability for any reason. Without limiting the generality of the foregoing, (a) the Secured Parties do
not (i) have any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve
any rights relating to the Collateral, or (ii) have any obligation to clean-up or otherwise prepare the Collateral for sale,
and (b) each Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed
or performed by such Debtor thereunder. The Secured Parties shall not have any obligation or liability under any such contract
or agreement by reason of or arising out of this Agreement or the receipt by the Secured Parties of any payment relating to any
of the Collateral, nor shall the Secured Parties be obligated in any manner to perform any of the obligations of any Debtor under
or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the
Secured Parties in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract
or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts
which the Secured Parties may be entitled at any time or times.


 


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


 






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


 


15.         
Power of Attorney; Further Assurances.


 


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


 






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


 


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


 


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


 


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


 


 18.          [Intentionally Omitted].




 


19.         
Miscellaneous.


 


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


 






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


 


(c)         
This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this
Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment,
by the Debtors and the Secured Parties holding 67% or more of the principal amount of Note then outstanding, or, in the case of
a waiver, by the party against whom enforcement of any such waived provision is sought.


 


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


 


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


 


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


 




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


 


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


 


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


 


(j)          
All Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Parties hereunder.


 


(k)         
Each Debtor shall indemnify, reimburse and hold harmless the Secured Parties and their respective partners, members,
shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions)
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages,
penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and
defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising
from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages,
penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as
determined by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in
addition to, and not in limitation of, any other indemnification provision in the Note, the Purchase Agreement (as such term
is defined in the Note) or any other agreement, instrument or other document executed or delivered in connection herewith or
therewith.


 






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


 


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


 


[SIGNATURE
PAGE FOLLOW]


 




    22


     


    

 


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


 





	TOUCHPOINT GROUP HOLDINGS, INC.	 
	 	 	 
	By:	 	 
	 	Name: Mark White	 
	 	Title: Chief Executive Officer	 
	 	 	 
	AIR RACE LTD.	 
	 	 	 
	By:	 	 
	 	Name: Mark White	 
	 	Title: Director	 
	 	 	 
	MAST HILL FUND, L.P.	 
	 	 	 
	By:	 	 
	 	Name: Patrick Hassani	 
	 	Title: Chief Investment Officer	 




 




    23


     


    

 


SCHEDULE
A


 





	Debtor	Location of Records
	Touchpoint Group Holdings Inc.	4300 Biscayne Blvd.
	 	Suite 203
	 	Miami, Florida 33137
	 	 
	Air Race Limited	20-22 Wenlock Road
	 	London N1 7GU, UK




 


SCHEDULE
B


 


Jurisdiction
of Organization


 





	Debtor	Jurisdiction of Organization
    	Organizational Number
	Touchpoint Group	Delaware	5372227
	Holdings Inc.	 	 
	 	 	 
	Air Race Limited	United Kingdom	12207420




 




    2


     


    

 


ANNEX
A





to


SECURITY





AGREEMENT


 


FORM
OF ADDITIONAL DEBTOR JOINDER


 


Security
Agreement dated as of September 23, 2022 made by 

TOUCHPOINT GROUP HOLDINGS, INC.





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

to and in favor of





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


 


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


 


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


 


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


 


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


 




     


     


    

 


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


 


	 	NONE
	 	[Name
    of Additional Debtor]
	 	 
	 	By: 
	 	Name: 
	 	Title:
	 	 
	 	Address:


 


Dated: