Exhibit 10.5


 


SECURITY AGREEMENT


 


This
SECURITY AGREEMENT, dated as of June 10, 2022 (this “Agreement”), is among BRAIN SCIENTIFIC INC., a Nevada corporation
(the “Company”), PIEZO MOTION CORP., a Delaware corporation (“Piezo”), MEMORY MD, INC., a Delaware
corporation (“Memory”, and together with Piezo, the “Subsidiaries”) (the Company and the Subsidiaries,
collectively, the “Debtor”), the holders
of the 10.0% Original Issue Discount Senior Secured Convertible Debentures issued by the Company in the original aggregate principal amount
of up to $6,600,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively,
the “Secured Parties”), and Bigger Capital Fund, L.P., in its capacity as Agent (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Purchase
Agreement (as defined in the Debentures), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the
Debentures;


 


WHEREAS, pursuant to a certain
Subsidiary Guarantee, dated as of the date hereof (the “Guarantee”), Piezo and Memory agreed to guarantee and act as
surety for payment of such Debentures; and


 


WHEREAS, in order to induce
the Secured Parties to extend the loans evidenced by the Debentures, the Debtor has agreed to execute and deliver to the Secured Parties
this Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through the Agent (as defined in
Section 18 hereof), a security interest in all assets of the Debtor to secure the prompt payment, performance and discharge in full of
all of the Company’s obligations under the Debentures and Memory’s and Piezo’s obligations under the Guarantee.


 


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 Debtor, 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;


 






     


     


    

 


(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.


 






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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 the Debtor, including, without limitation, the shares of capital stock and the other equity
interests listed on Schedule H hereto (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.


 


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.


 






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(c) “Majority
in Interest” means, at any time of determination, the majority in interest (based on then-outstanding principal amounts of Debentures
at the time of such determination) of the Secured Parties.


 


(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 Agent (as that term is defined below) may reasonably request.


 


(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 the Company or the Debtor to the Secured Parties, including,
without limitation, all obligations under this Agreement, the Debentures, the Guarantee 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 of, and interest on the Debentures and the loans extended pursuant thereto; (ii) any and all other fees, indemnities,
costs, obligations and liabilities of the Company and the Debtor from time to time under or in connection with this Agreement, the Debentures,
the Guarantee 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).


 






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(i) “UCC”
means the Uniform Commercial Code of the State of New York 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 extend the loans as evidenced by the Debentures and
to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Debtor
hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a first lien in, and security interest
upon, and a right of set-off against all of its right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security
Interest” and, collectively, the “Security Interests”).


 


3. Delivery
of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, the Company shall deliver or cause to be delivered
to the Agent (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 Company is, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct
copy of each Organizational Document governing any of the Pledged Securities.


 


4. Representations,
Warranties, Covenants and Agreements of the Debtor. 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) The
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 the 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 the Debtor. This Agreement constitutes the legal, valid and binding obligation of
the Debtor, enforceable against the 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
Debtor has 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, the 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 for Permitted Liens (as defined in the Debentures).
Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or
processor.


 






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(c) Except
as set forth on Schedule B attached hereto, the Debtor is 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, and
are fully authorized to grant the Security Interests. Except as set forth on Schedule C attached hereto, 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 on Schedule C attached hereto and except pursuant to this Agreement,
as long as this Agreement shall be in effect, the Debtor 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).


 


(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) The
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 first priority 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 execution and delivery of deposit account control
agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Debtor, 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, 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 Agent and the Secured Parties hereunder.


 






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(g) Each
Debtor hereby authorizes the Agent 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 Debtor does not (i) 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 or (ii) except as set forth on Schedule B, 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 on Schedule H hereto (the “Pledged Securities”) represent all
of the capital stock and other equity interests of the Subsidiaries and represent all capital stock and other equity interests owned,
directly or indirectly, by the Company (other than the equity interests of the Company in Memory MD – Rus Ltd. (Мемори
Эм Ди – РУС), a Russian company, which are not being pledged pursuant to the terms hereof). 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 that it owns, free and clear of any lien, security interest or other encumbrance except for the security interests created
by this Agreement and other Permitted Liens (as defined in the Debentures). During the period in which the Debentures are outstanding,
the Debtor will not without the prior written consent of the Agent, directly or indirectly, sell, offer, contract or grant any option
to sell, pledge, transfer or otherwise dispose of or transfer, any shares of their capital stock, options, rights or warrants to acquire
shares of capital stock or securities exchangeable or exercisable for or convertible into shares of capital stock.


 


(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.


 






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(k) The
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. The Debtor hereby agrees to defend the same against the claims of any and all persons and
entities. The Debtor shall safeguard and protect all Collateral for the account of the Secured Parties. At the request of the Agent, the
Debtor will sign and deliver to the Agent 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 Agent and will pay the cost of filing the same in all public offices wherever
filing is, or is deemed by the Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting
the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security
Interests hereunder, and the Debtor shall obtain and furnish to the Agent 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.


 


(l) Except
as set forth on Schedule B, 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 a Majority in Interest.


 


(m) The
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) The
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. The Debtor shall, as soon as practicable, cause each insurance policy issued in connection herewith to provide, and the insurer
issuing such policy to certify to the Agent, that (a) the Agent 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 Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt
by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent 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 Debentures) 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 Agent on behalf of the Secured Parties and, if received by such Debtor, shall be held
in trust for the Secured Parties and immediately paid over to the Agent unless otherwise directed in writing by the Agent. Copies of such
policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to
the Agent at least annually and at the time any new policy of insurance is issued.


 






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(o) The
Debtor shall, within five (5) Business 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, through the Agent, therein.


 


(p) The
Debtor shall promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing statements
or other instruments, documents, certificates and assurances and take such further action as the Agent 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) The
Debtor shall permit the Agent 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 Agent from time to time.


 


(r) The
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) The
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
Debtor 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.


 






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(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 Agent 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.


 


(y) The
Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule
D attached hereto, which Schedule D sets forth the 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 the Debtor is the name set forth in Schedule D attached hereto; (ii) no Debtor has any trade names except
as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or
as set forth on Schedule E 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 on Schedule E.


 


(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 party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to
the Agent.


 


(bb) The
Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent 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, the 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) The
Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, 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).


 






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(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 promptly cause such an account control agreement covering such investment property or deposit
account, as applicable, in form and substance in each case satisfactory to the Agent, to be entered into and delivered to the Agent for
the benefit of the Secured Parties. Schedule I hereto lists of all deposit accounts held or controlled by the Debtor as of the
date hereof.


 


(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 Agent 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 Agent.


 


(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 Agent.


 


(hh) The
Debtor shall promptly 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 Agent an assignment of claims for such accounts and cooperate with the Agent 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) Intentionally
Omitted.


 


(jj) The
Company shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Debentures.


 


(kk) The Company
shall register the pledge of the applicable Pledged Securities on the books of the Company. The Company 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 Agent, the Company shall deliver to Agent 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 Agent during the continuation of an Event of Default, such issuer will transfer
the record ownership of such Pledged Securities into the name of any designee of Agent, will take such steps as may be necessary to effect
the transfer, and will comply with all other instructions of Agent regarding such Pledged Securities without the further consent of the
Company.


 






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(ll) In the event
that, upon an occurrence of an Event of Default, Agent 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, the Debtor shall, to the
extent applicable: (i) deliver to Agent 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 Debtor and its direct and indirect subsidiaries; (ii) use its best efforts to
obtain resignations of the persons then serving as officers and directors of the Debtor and its 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 Agent and allow
the Transferee or Agent to continue the business of the Debtor and its direct and indirect subsidiaries.


 


(mm) Without
limiting the generality of the other obligations of the Debtor hereunder, the 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 Agent notice whenever it acquires (whether absolutely or by license) or creates any additional
material Intellectual Property.


 


(nn) The
Debtor will from time to time, at the joint and several expense of the Debtor, 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 Agent 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, including
without limitation, intellectual property security agreements.


 


(oo) Schedule
F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights, and domain
names owned by the Debtor as of the date hereof. Schedule F lists 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 Debtor have been duly
recorded at the United States Patent and Trademark Office and all material copyrights of the Debtor have been duly recorded at the United
States Copyright Office.


 






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(pp) Except
as set forth on Schedule G attached hereto, 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.


 


(qq) Until the
Obligations shall have been paid and performed in full, the Company covenants that it shall promptly direct any direct or indirect subsidiary
of the Company formed or acquired after the date hereof to enter into a Subsidiary Guarantee in favor of the Secured Party, in the form
of Exhibit C to the Purchase Agreement.


 


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 Agent’s 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 Debentures) under the Debentures;


 


(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) Business Days after delivery to such Debtor
of notice of such failure by or on behalf of a Secured Party 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.


 






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7.  Duty To Hold In Trust.


 


(a) Upon
the occurrence of any Event of Default and at any time thereafter, the Debtor shall, upon receipt of any revenue, income, dividend, interest
or other sums subject to the Security Interests, whether payable pursuant to the Debentures 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 Debentures for application to the satisfaction of the Obligations (and if any Debenture
is not outstanding, pro-rata in proportion to the initial purchases of the remaining Debentures).


 


(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 Agent 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 Agent 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, acting through the Agent, shall have the right
to exercise all of the remedies conferred hereunder and under the Debentures, and the Secured Parties shall have all the rights and remedies
of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Parties, shall have the following rights
and powers:


 


(i) The
Agent 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 the Debtor shall assemble the Collateral
and make it available to the Agent at places which the Agent shall reasonably select, whether at such Debtor’s premises or elsewhere,
and make available to the Agent, without rent, all of such Debtor’s respective premises and facilities for the purpose of the Agent
taking possession of, removing or putting the Collateral in saleable or disposable form.


 






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(ii) Upon
notice to the Debtor by Agent, all rights of the Debtor to exercise the voting and other consensual rights which it would otherwise be
entitled to exercise and all rights of the Debtor to receive the dividends and interest which it would otherwise be authorized to receive
and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Parties, any interest,
cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting
rights pertaining thereto. Without limiting the generality of the foregoing, Agent 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.


 


(iii) The Agent
shall have the right to operate the business of the 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 Agent 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 Agent, for the benefit of 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
Agent 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 Agent, on behalf of the Secured Parties, and to enforce the Debtor’s rights against such account debtors
and obligors.


 


(v) The
Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other person or
entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties, or its designee.


 


(vi) The
Agent 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.


 






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(b) The
Agent 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 Agent may sell the Collateral without giving any warranties
and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtor will only be credited with
payments actually made by the purchaser. In addition, the Debtor waives any and all rights that it may have to a judicial hearing in advance
of the enforcement of any of the Agent’s 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 Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable
law, the Debtor hereby grants to the Agent, for the benefit of the Agent and 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.


 


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 Agent 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 Debentures 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 Debtor will be liable for the deficiency, together with interest thereon,
at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable
fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, the 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. The Debtor recognizes that Agent 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. The 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 Agent has 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. The Debtor shall cooperate with Agent in
its attempt to satisfy any requirements under the Securities Laws (including, without limitation, registration thereunder if requested
by Agent) applicable to the sale of the Pledged Securities by Agent.


 






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11. Costs
and Expenses. The 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 Agent. The Debtor shall also
pay all other claims and charges which in the reasonable opinion of the Agent are reasonably likely to prejudice, imperil or otherwise
affect the Collateral or the Security Interests therein. The Debtor will also, upon demand, pay to the Agent 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 Agent, for the
benefit of 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 Agent 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 Agent, for the benefit of the Secured Parties, and 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 Debentures. Until so paid, any fees payable
hereunder shall be added to the principal amount of the Debentures and shall bear interest at the Default Rate.


 


12. Responsibility
for Collateral. The Debtor 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) neither the Agent nor any Secured Party (i) has 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) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) the Debtor shall remain obligated and liable
under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. Neither the Agent nor
any Secured Party shall 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 Agent or any Secured Party of any payment relating to any of the Collateral, nor shall the Agent or any Secured
Party 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 Agent or any Secured Party 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 may have been assigned to the Agent or to which the Agent
or any Secured Party may be entitled at any time or times.


 






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13. Security
Interests Absolute. All rights of the Secured Parties and all obligations of the Debtor hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures 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 Debentures
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 I 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. The 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, the 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. The
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. The Debtor waives any defense arising by
reason of the application of the statute of limitations to any obligation secured hereby.


 


14. Term
of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Debentures have
been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the
Debtor 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)  The
Debtor authorizes the Agent, and does hereby make, constitute and appoint the Agent 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 Agent 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 Agent; (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 Agent, and at the expense of the Debtor, 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 Agent deems 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 Debentures
all as fully and effectually as the Debtor might or could do; and the 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, each Secured Party is 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, the 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 jurisdictions indicated on Schedule C attached hereto,
all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Agent,
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 Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC.


 


(c) The
Debtor hereby irrevocably appoints the Agent 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 Agent’s discretion, to take any action and to execute any instrument
which the Agent 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 Agent. 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 Debentures).


 


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 Agent 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.


 






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18. Appointment
of Agent; Fees. The Secured Parties hereby appoint Bigger Capital Fund, L.P. to act as their agent (“Agent”) for
purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment shall continue until revoked
in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent. The Agent shall have the rights,
responsibilities and immunities set forth in Annex B hereto and the Company shall pay a one-time, non-refundable fee of $15,000
to Agent in consideration of acting in such capacity.


 


19. Miscellaneous.


 


(a) No
course of dealing between the Debtor 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 Debentures 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.


 


(b) All
of the rights and remedies of the Secured Parties with respect to the Collateral, whether established hereby or by the Debentures 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 Debtor and the Secured Parties
holding 51% or more of the principal amount of Debentures 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.


 






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(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
Debtor may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured Party (other
than by merger). Any Secured Party may assign any or all of its rights under this Agreement to any Person (as defined in the Purchase
Agreement) to whom such Secured Party 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.”


 


(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 New York, 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, the Debtor agrees that all proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and the Debentures (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and
federal courts sitting in the City of New York, Borough of Manhattan. Except to the extent mandatorily governed by the jurisdiction or
situs where the Collateral is located, the Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and 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, that such proceeding is improper. 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.


 






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(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) Debtor
shall be liable for the obligations of the Debtor to the Secured Parties hereunder.


 


(k) The
Debtor shall indemnify, reimburse and hold harmless the Agent and 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) (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 Debentures, the Purchase Agreement (as such term is defined in the Debentures)
or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.


 


(l) Nothing
in this Agreement shall be construed to subject Agent or any Secured Party 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 Agent or any Secured Party 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 Party exercises 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 Debtor hereby grant such consent and approval and waive any such noncompliance
with the terms of said documents.


 


[SIGNATURE PAGES 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.


 


	BRAIN SCIENTIFIC INC.  	 
	 	 
	By: 	       	 
	 	Name: 	       	 
	 	Title:	 	 
	 	 	 	 
	PIEZO MOTION CORP. 	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	MEMORY MD, INC.  	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 


[Signature Page to Security Agreement]


 




     


     


    

 


	 	AGENT:
	 	 
	 	BIGGER CAPITAL FUND, L.P.
	 	 	 
	 	By:	 
	 	Name:  	Michael Bigger
	 	Title:	Authorized Signatory
	 	 	 
	 	Notice Address:
	 	Bigger Capital Fund, L.P.
	 	11434 Glowing Sunset Lane, Las Vegas, NV 89135


 


[Signature Page to Security Agreement]


 




     


     


    

 


[SIGNATURE PAGE OF SECURED PARTIES TO THE SECURITY
AGREEMENT]


 


For Individuals:


 


Name of Individual Investor:                                                                                                       


 


Signature of Individual Investor:
                                                                                               


 


Notice Address:                                                                                                                             


 


Email:                                                                                                                                                


 


For Entities


 


Name of Investing Entity:                                                                                                              


 


Signature of Authorized Signatory
of


 


Investing entity:                                                                                                                              


 


Name of Authorized Signatory:                                                                                                   


 


Title of Authorized Signatory:                                                                                                      


 


Notice Address:                                                                                                                              


 


Email:                                                                                                                                                


 






     


     


    

 


DISCLOSURE SCHEDULES


 


BRAIN SCIENTIFIC INC. 


 


Disclosure Schedules to the 


Security Agreement


 


These Disclosure Schedules
are being furnished by Brain Scientific Inc. (the “Company”) in connection with the execution and delivery of that certain
Security Agreement (the “Agreement”) by and among the Company, the Debtor and the investors named therein. Unless the context
otherwise requires, all capitalized terms used in these Disclosure Schedules shall have the respective meanings assigned to them in the
Agreement.


 


No reference to or disclosure
of any item or other matter in these Disclosure Schedules shall be construed as an admission or indication that such item or other matter
is material. No disclosure in these Disclosure Schedules relating to any possible breach or violation of any agreement, law or regulation
shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.


 


These Disclosure Schedules
and the information and disclosures contained in these Disclosure Schedules shall not be deemed to expand the scope of any representations,
warranties or covenants in the Agreement.


 


If a Disclosure Schedule described
in the Agreement does not appear in the following schedules, the Company represents that no information exists which would be required
to be disclosed on such schedule.


 


The section numbers in these
Disclosure Schedules correspond to the section numbers in the Agreement; provided, however, that any information disclosed
herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agreement where such disclosure
would be appropriate but only to the extent reasonably apparent on the face of such disclosure.


 


The bold-faced headings contained
in these Disclosure Schedules are included for convenience only and are not intended to limit the effect of the disclosures contained
in these Disclosure Schedules or to expand the scope of the information required to be disclosed in these Disclosure Schedules. References
to any document do not purport to be complete and are qualified in their entirety by the document itself.


 




     


     


    

 


SCHEDULE A


 


Principal Place of Business of Debtors:


6700 Professional Parkway, Lakewood Ranch, FL
34240


 


Locations Where Collateral is Located or Stored:


6700 Professional Parkway, Lakewood Ranch, FL
34240


 


SCHEDULE B


 


On December 28, 2020, in connection with a $300,000
loan from Auctus Fund, LLC, (“Auctus”), the Company entered into a Security Agreement with Auctus , issued a $300,000 senior
secured promissory note to Auctus and granted Auctus a security interest in the collateral identified therein including, but not limited
to, the Company’s tangible personal property, patents and patent applications, intangibles, inventory, equipment, accounts, securities
and bank accounts. The Company intends to use certain of the proceeds from the offering of Debentures and warrants to pay the note in
full at the closing of the offering at which time the security interest in favor of Auctus will be extinguished.


 


SCHEDULE C


Not applicable


 


SCHEDULE D


 


Brain Scientific Inc. is incorporated under the
laws of the state of Nevada, Tax ID 81-0876714


 


PIEZO MOTION CORP. is incorporated under the laws
of the State of Delaware


 


MEMORY MD, INC. is incorporated under the laws
of the State of Delaware


 


SCHEDULE E


Not applicable


 


SCHEDULE F


 


Trademarks:


 


 


 


[Signature Page to Security Agreement]


 




     


     


    

 


 


 


Patents:


 


Brain Scientific, Inc.


 


 


 


[Signature Page to Security Agreement]


 




     


     


    

 


Piezo Motion Corp.


 


	COUNTRY	SERIAL #	PATENT #	TITLE	STATUS	Relevant Product 
	US	13/094,478	8183743; patent expires 4/26/2031 	TUBULAR LINEAR PIEZOELECTRIC MOTOR	ISSUED; THIRD MAINTENANCE FEE DUE
    11/22/2024	PMLL Series
	 	 	 	 	 	 
	US	12/642,329	8299684; patent expires 3/10/2031	PIEZOELECTRIC QUASI-RESONANCE LINEAR MOTORS BASED ON ACOUSTIC STANDING WAVES WITH COMBINED RESONATOR	ISSUED; THIRD MAINTENANCE FEE DUE 10/20/2024	Blue Series
	US	13/663,917	8710719; patent expires 12/18/2029 	PIEZOELECTRIC QUASI-RESONANCE LINEAR MOTORS BASED ON ACOUSTIC STANDING WAVES WITH COMBINED RESONATOR	ISSUED; THIRD MAINTENANCE FEE DUE 04/29/2026	Blue Series
	DE	9838002.5	 	PIEZOELECTRIC QUASI-RESONANCE LINEAR MOTORS BASED ON ACOUSTIC STANDING WAVES WITH COMBINED RESONATOR	ISSUED 08/05/2015; Next Annuity Due 12-18-2022	Blue Series
	FR	9838002.5	2374205	PIEZOELECTRIC QUASI-RESONANCE LINEAR MOTORS BASED ON ACOUSTIC STANDING WAVES WITH COMBINED RESONATOR	ISSUED 08/05/2015; Next Annuity Due 12/18/2022	Blue Series
	GB	9838002.5	2374205	PIEZOELECTRIC QUASI-RESONANCE LINEAR MOTORS BASED ON ACOUSTIC STANDING WAVES WITH COMBINED RESONATOR	ISSUED 08/05/2015; Next Annuity Due 12/18/2022	Blue Series
	JP	2011-542502	5722231	PIEZOELECTRIC QUASI-RESONANCE LINEAR MOTORS BASED ON ACOUSTIC STANDING WAVES WITH COMBINED RESONATOR	ISSUED 04/03/2015; EIGHTH ANNUAL FEE DUE 04/03/2022	Blue Series
	 	 	 	 	 	 
	US	12/639,172	8183744; patent expires 01/31/2030	PIEZOELECTRIC MOTOR	ISSUED; THIRD MAINTENANCE FEE DUE 5/22/2024	Longituadinal One Bending Mode (Type “LBM”)



 


[Signature Page to Security Agreement]


 






     


     


    

 


	US	11/424,133      	7395607; patent expires 11/30/2026	ROTATIONAL AND TRANSLATIONAL MICROPOSITION APPARATUS AND METHOD	ISSUED; ALL MAINTENANCE FEES PAID	Patent originally developed for older DTI product

                                                                                RobomateTM

	 	 	 	 	 	 
	US	12/639,232	8183740; patent expires 03/17/2030	PIEZOELECTRIC MOTOR WITH HIGH TORQUE	ISSUED; THIRD MAINTENANCE FEE DUE 5/22/2024	UPM series of prototype piezomotors
	 	 	 	 	 	 
	US	12/701,704	8183741; patent expires 02/24/2030	VALVES BASED ON REVERSIBLE PIEZOELECTRIC ROTARY MOTOR	ISSUED; THIRD MAINTENANCE FEE DUE 5/22/2024	Developed for various valve applications for prototype devices
	 	 	 	 	 	 
	US	12/463,524	7876022; patent expires 09/13/2027	PIEZOELECTRIC GENERATOR OF MECHANICAL VIBRATIONS, AND PIEZOELECTRIC MOTORS BASED ON THE GENERATOR	ISSUED; THIRD MAINTENANCE FEE DUE 07/25/2022	High torque rotary uni- and bi-directional piezomotors developed for prototypes (UPM-22, UPM-28, PM-22R, PM-28R). 
	DE	7808967.9	Grant number: 602007061157.1	PIEZOELECTRIC GENERATOR OF MECHANICAL VIBRATIONS, AND PIEZOELECTRIC MOTOR BASED THEREON (VARIANTS)	Granted:02/06/21. 
	FR	7808967.9	Grant number: 2102921	PIEZOELECTRIC GENERATOR OF MECHANICAL VIBRATIONS, AND PIEZOELECTRIC MOTOR BASED THEREON (VARIANTS)	Granted:02/06/21. 
	GB	7808967.9	Grant number: 2102922	PIEZOELECTRIC GENERATOR OF MECHANICAL VIBRATIONS, AND PIEZOELECTRIC MOTOR BASED THEREON (VARIANTS)	Granted:02/06/21. 


 


[Signature Page to Security Agreement]


 




     


     


    

 


	US	12/873,688	8183742; patent expires 01/04/2031	PIEZOELECTRIC ROTARY MOTOR WITH HIGH ROTATION SPEED AND BI-DIRECTIONAL OPERATION	ISSUED; THIRD MAINTENANCE FEE DUE 5/22/2024	Developed for special project.
	 	 	 	 	 	 
	US	13/778,330	9136778; patent expires 01/09/2034	NON-MAGNETIC HIGH-SPEED ROTARY PIEZOELECTRIC MOTOR	ISSUED; SECOND MAINTENANCE FEE DUE 9/15/2023	 Developed for special MRI project.
	 	 	 	 	 	 
	US	13/934,373	9,705,425	PIEZOELECTRIC LINEAR MOTOR	ISSUED; SECOND MAINTENANCE FEE DUE 07/11/2025	Linear prototypes delivered under special project
	 	 	 	 	 	 
	US 	14/193,122 	8,979,065 	Piezoelectric Valve Based on Linear Actuator 	Issued. SECOND maintenance fee due 9/17/2022	Valves based on Blue Series Patent
	CN	201480023054.8 	105283676 B	Granted. Next Annuity payment due 02/28/2022 
	DE	2961993	 	Granted 01/21/2021
	FR	2961993	 	Granted 01/21/2022
	GB	2961993	EP 2 961993B1	Granted 01/21/2023
	 	 	 	 	 	 
	US 	13/848,525 	9,197,141 	Piezoelectric Motor With Efficient Transfer Of Energy 	Issued. SECOND maintenance fee due 11/24/2023	Conceptual stage pending development
	 	 	 	 	 	 
	US 	14/194,104 	9,388,774 	Precision Purge Valve System With Pressure Assistance 	Issued. SECOND maintenance fee  due 7/12/2024	Automotive Purge Valve based on Blue Series Patent
	 	 	 	 	 	 
	US 	15/910,764	10,819,251 	Linear Piezoelectric Actuator on Rail System	Issued 10/27/2020. FIRST MAINTENANCE FEE DUE 10/28/2024	Linear motor based on Blue Series Patent
	EP	18761638.8	 	Linear Piezoelectric Actuator on Rail System	Filed 3/2/2018; UNDER EXAMINATION


 


Domains


 


	brainscientific.com
	brainscientific.eu
	dti-motion.com
	dtimotion.com
	dtimotors.com
	microdosingpump.com
	piezo-motors.com
	piezomotion.cn
	piezomotion.co
	piezomotion.co.uk
	piezomotion.com
	piezomotion.io
	piezomotion.net
	piezomotion.org
	piezomotion.us
	memorymd.com


 


[Signature Page to Security Agreement]



     


     


    

 


SCHEDULE G


 


Not applicable


 


SCHEDULE H


 


The Pledged Securities consist of the common stock
of the Company’s wholly owned subsidiaries Memory MD Inc. and Piezo Motion Corp.


 


SCHEDULE I


 


Debtor Deposit Accounts


 


	Debtor	Name of Bank	Routing Number	Account Number
	Brain Scientific Inc.	Bank of America, N.A.	
    122400724 (paper & electronic)

    026009593 (wires)

    SWIFT code: BOFAUS3N

     
	
    501027177172

	
    Piezo Motion Corp.

     
	
    JPMorgan Chase Bank, N.A.

     
	
    Domestic ACH: 267084131

    Domestic Wires: Chase ABA Routing/Transit Number:
    021000021

    International Wires: Chase Swift Code: CHASUS33
	
    609567661



 


[Signature Page to Security Agreement]


 




     


     


    

 


ANNEX A


to


SECURITY


AGREEMENT


 


FORM OF ADDITIONAL
DEBTOR JOINDER


 


Security Agreement dated as of June 10, 2022 made
by 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.


 


	 	[Name of Additional Debtor]
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	Address:


 


 Dated:




 




     


     


    

 


ANNEX B


to


SECURITY


AGREEMENT


 


THE AGENT


 


1. Appointment. The Secured
Parties (all capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Security Agreement
to which this Annex B is attached (the “Agreement”)), by their acceptance of the benefits of the Agreement, hereby
designate Bigger Capital Fund, LP (“Agent”) as the Agent to act as specified herein and in the Agreement. Each Secured
Party shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of the Agreement and any
other Transaction Document (as such term is defined in the Purchase Agreement) and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers
as are reasonably incidental thereto. The Agent may perform any of its duties hereunder by or through its agents or employees.


 


2. Nature of Duties.
The Agent shall have no duties or responsibilities except those expressly set forth in the Agreement. Neither the Agent nor any of its
partners, members, shareholders, officers, directors, employees or agents shall be liable for any action taken or omitted by it as such
under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence of any oversight or error
of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct as determined by a
final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Agent shall be mechanical and administrative
in nature; the Agent shall not have by reason of the Agreement or any other Transaction Document a fiduciary relationship in respect of
any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction Document, expressed or implied, is intended to
or shall be so construed as to impose upon the Agent any obligations in respect of the Agreement or any other Transaction Document except
as expressly set forth herein and therein.


 


3. Lack of Reliance on the
Agent. Independently and without reliance upon the Agent, each Secured Party, to the extent it deems appropriate, has made and shall
continue to make (i) its own independent investigation of the financial condition and affairs of the Company and its subsidiaries in connection
with such Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated
by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness
of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto,
whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Agent shall not be responsible
to the Debtors or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition
of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance
of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors,
or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under the Agreement,
the Debentures or any of the other Transaction Documents.


 






    B-1


     


    

 


4. Certain Rights of the
Agent. The Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties.
To the extent practical, the Agent shall request instructions from the Secured Parties with respect to any material act or action (including
failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting
in accordance with the instructions of a Majority in Interest; if such instructions are not provided despite the Agent’s request
therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to
appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and the Agent shall not incur liability
to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party shall have any right of action
whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement
or any other Transaction Document, and the Debtors shall have no right to question or challenge the authority of, or the instructions
given to, the Agent pursuant to the foregoing and (b) the Agent shall not be required to take any action which the Agent believes (i)
could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable
law.


 


5. Reliance. The Agent
shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement, certificate, telex,
teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by the proper
person or entity, and, with respect to all legal matters pertaining to the Agreement and the other Transaction Documents and its duties
thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and the other Transaction Documents
and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding, the Agent shall have
no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors or is cared for, protected
or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully created, perfected, or enforced
or are entitled to any particular priority.


 


6. Indemnification.
To the extent that the Agent is not reimbursed and indemnified by the Debtors, the Secured Parties will jointly and severally reimburse
and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Debentures, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the Agreement
or any other Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document except
for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely
from the Agent’s own gross negligence or willful misconduct. Prior to taking any action hereunder as Agent, the Agent may require
each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Agent for costs and expenses
associated with taking such action.


 






    B-2


     


    

 


7. Resignation by the Agent.


 


(a) The Agent may
resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving
30 days’ prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take
effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.


 


(b) Upon any such
notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder.


 


(c) If a successor
Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent
until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed
within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties
in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with
the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.


 


8. Rights with respect to
Collateral. Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall not, and shall not attempt
to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise
(other than pursuant to this Agreement), or take or institute any action against the Agent or any of the other Secured Parties in respect
of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured
Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties
and obligations under the Agreement.  After any retiring Agent’s resignation or removal hereunder as Agent, the provisions
of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.


 


 


B-3