Exhibit
10.2


 


GENERAL
SECURITY AGREEMENT


 


THIS
GENERAL SECURITY AGREEMENT (the “Security Agreement”) is made as of January ____, 2019,


 


BETWEEN:


 


ECC
VENTURES 2 CORP., a corporation formed pursuant to the laws of the Province of British Columbia


 


(the
“Lender”)


 


AND:


 


LONG
ISLAND BRAND BEVERAGES LLC, a limited liability company formed pursuant to the laws of the State of New York


 


(the
“Borrower”)


 


WHEREAS:


 


	A.	The
    Lender has agreed to advance $250,000.00 to the Borrower as a non-revolving secured loan facility (the “Loan”)
    on the terms and conditions as more particularly set out in a loan agreement dated as of the date hereof between the Lender
    and the Grantor (including all schedules thereto and as from time to time amended, restated, supplemented, or otherwise modified,
    the “Loan Agreement”); and
	 	 
	B.	In
    order to induce the Lender to enter into the Loan Agreement and other loan documents and to induce the Lender to make the
    Loan, the connection with the Loan Agreement, the Grantor has agreed to grant the security interest as set forth herein; and
	 	 
	C.	This
    Security Agreement is required by the terms of the Loan Agreement.


 


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


 


	1.	Defined
                                         Terms.



 


		(a)	All
                                         capitalized terms used but not otherwise defined herein have the meanings given to them
                                         in the Loan Agreement.



 


		(b)	All
                                         other terms contained in this Security Agreement, unless the context indicates otherwise,
                                         have the meanings provided for by the UCC to the extent the same are used or defined
                                         therein, including, without limitation, the following terms: “Accounts”,
                                         “Account Debtor”, “Buyer in Ordinary Course of Business”, “Chattel
                                         Paper”, “Commercial Tort Claim”, “Deposit Account”, “Documents”,
                                         “Electronic Chattel Paper”, “Equipment”, “Farm Products”,
                                         “Fixtures”, “General Intangibles”, “Goods”, “Instruments”,
                                         “Inventory”, “Investment Property”, “Letter of Credit”,
                                         “Letter-of-Credit Rights”, “Licensee in Ordinary Course of Business”,
                                         “Money”, “Payment Intangibles”, “Proceeds”, “Record”,
                                         “Software”, “Supporting Obligations”, and “Tangible Chattel
                                         Paper”.



 




    	 	 	 



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		(c)	“Contractual
                                         Obligations” means, as applied to any Person, any indenture, mortgage, deed
                                         of trust, contract, undertaking, agreement or other instrument to which that Person is
                                         a party or by which it or any of its properties is bound or to which it or any of its
                                         properties is subject.



 


		(d)	“Copyright
                                         License” means any and all rights now held or hereafter acquired by any Grantor
                                         under any written agreement granting any right to the Grantor to use any Copyright owned
                                         by a third party.



 


		(e)	“Excluded
                                         Collateral” means, with respect to any Grantor, (i) equity interests in any
                                         joint ventures that are not Subsidiaries only to the extent and for so long as the terms
                                         of the agreements with other equity holders (other than Affiliates) pursuant to which
                                         such joint venture is organized validly prohibits the creation of a security interest
                                         in such equity interests in favor of the Lender (except to the extent any such term would
                                         be rendered ineffective under the UCC or other applicable law; provided, that the Grantor
                                         shall use commercially reasonable efforts to obtain any required consent from the applicable
                                         third party); (ii) other than Accounts, any lease or other agreement to which any Grantor
                                         is a party with a Person that is not an Affiliate, but only to the extent that a grant
                                         of a security interest to the Lender would, under the terms of such lease or other agreement,
                                         violate or invalidate such lease or agreement or to the extent any requirement of law
                                         prohibits the grant of a Lien thereon (except to the extent any such prohibition would
                                         be rendered ineffective under the UCC or other applicable law); (iii) equipment owned
                                         by any Grantor on the date hereof or hereafter acquired that is subject to Liens securing
                                         purchase money Indebtedness or Capital Leases, permitted to be incurred pursuant to clause
                                         (h) of the definition of Permitted Encumbrances to the extent and for so long as the
                                         documentation providing for such purchase money Indebtedness or Capital Lease prohibits
                                         the creation of a Lien on such assets (except to the extent that any such term or prohibition
                                         would be rendered ineffective pursuant to the UCC or other applicable law); (iv) those
                                         assets as to which the Lender determines, in its sole discretion, that the cost or other
                                         consequence of obtaining such a security interest or perfection thereof are excessive
                                         in relation to the value afforded thereby; (v) “intent-to-use” trademark
                                         applications prior to the filing of a statement of use; and (vi) any voting stock issued
                                         by any Foreign Subsidiary of US Borrower in excess of 65% of the total combined voting
                                         power of all classes of equity entitled to vote of such Foreign Subsidiary; provided,
                                         however, that (A) such property shall cease to be Excluded Collateral and each Loan Party
                                         shall automatically and immediately be deemed to have granted a security interest in
                                         any such property (and such property shall become subject to the security interest granted
                                         hereunder or under any other Loan Document, immediately and automatically) at such time
                                         as any such restriction, limitation or prohibition that prohibited or restricted the
                                         creation of a security interest with respect to such property lapses or has been waived,
                                         terminated, consented to, or otherwise rendered ineffective; (B) the foregoing exclusions
                                         shall be in no way be construed as to limit, impair, or otherwise affect the Lender’s
                                         unconditional continuing security interest in and to all rights, title and interest of
                                         Loan Parties in or to any payment obligation or other rights to receive monies due or
                                         to become due under any such assets and in any such monies and other proceeds of such
                                         assets; and (C) the foregoing exclusion in clause (vi) shall not apply for purposes of
                                         Canadian Obligations and the property, rights and other items referenced in such clause
                                         shall be considered collateral for the purposes of, and shall secure, the Canadian Obligations.
                                         In addition, notwithstanding anything to the contrary contained in this Security Agreement
                                         or in any other Loan Document, (1) no landlord, mortgagee, or bailee waivers shall be
                                         required in connection with the Excluded Locations and (2) no Deposit Account Control
                                         Agreement shall be required in connection with any Excluded Deposit Account.



 




    	 	 	 



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		(f)	“Excluded
                                         Locations” means, (x) the location identified as an “Excluded Location”
                                         in Schedule 4(b) and (y) any other location (other than the chief executive office
                                         of the Grantor) where the fair market value of all Inventory and Equipment at such location,
                                         has a fair market value that does not exceed $100,000 in the aggregate.



 


		(g)	“License”
                                         means any Copyright License, Patent License, Trademark License, or other license of rights
                                         or interests now held or hereafter acquired by any Grantor, granting the Grantor the
                                         right to use any Intellectual Property owned by a third party.



 


		(h)	“Patent
                                         License” means rights under any written agreement now held or hereafter acquired
                                         by any Grantor granting any right to the Grantor to use any Patent owned by a third party.



 


		(i)	“Proceeds”
                                         shall have the meaning assigned to it under Section 9-102 (64) of the UCC, and in any
                                         event, shall include, but not be limited to, (i) any and all proceeds of any insurance,
                                         indemnity, warranty, or guarantee payable to Grantor from time to time with respect to
                                         any of the Collateral; (ii) any and all payments (in any form whatsoever) made or due
                                         and payable to Grantor from time to time in connection with any requisition, confiscation,
                                         condemnation, seizure, or forfeiture of all or any part of the Collateral by any Governmental
                                         Authority (or any person acting under color of governmental authority). and (iii) any
                                         and all other amounts from time to time paid or payable under or in connection with any
                                         of the Collateral.



 


		(j)	“Trademark
                                         License” means rights under any written agreement now held or hereafter acquired
                                         by any Grantor granting any right to the Grantor to use any Trademark owned by a third
                                         party.



 


		(k)	“Uniform
                                         Commercial Code Jurisdiction” means any jurisdiction that has adopted all or
                                         substantially all of Article 9 as contained in the 2005 Official Text of the Uniform
                                         Commercial Code, as recommended by the National Conference of Commissioners on Uniform
                                         State Laws and the American Law Institute, together with any subsequent amendments or
                                         modifications to the Official Text.



 




    	 	 	 



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	2.	Grant
                                         of Lien.



 


		(a)	To
                                         secure the prompt payment, performance and observance of the obligations of the Grantor
                                         to pay Principal and interest under the Loan Agreement (the “Obligations”),
                                         including all renewals, extensions, restructuring, and refinancings of any or all of
                                         the Obligations, the Grantor hereby grants to the Lender a continuing security interest
                                         in, and lien and mortgage in and to, right of setoff against and collateral assignment
                                         of all of the Grantor’s personal and real property and all rights to such personal
                                         and real property, in each case, whether now owned or existing or hereafter acquired
                                         or arising and regardless of where located (all being collectively referred to as the
                                         “Collateral”) including, without limitation, all:



 


		(i)	Accounts;



 


		(ii)	Chattel
                                         Paper;



 


		(iii)	Commercial
                                         Tort Claims, including those specified on Schedule 2(a) hereto;



 


		(iv)	Deposit
                                         Accounts;



 


		(v)	Money
                                         and cash and other monies and property of the Grantor in the possession or under the
                                         control of the Lender, or any participant of the Lender with respect to the Loan Agreement
                                         and/or the Loan Documents;



 


		(vi)	Documents;



 


		(vii)	Equipment;



 


		(viii)	Fixtures;



 


		(ix)	General
                                         Intangibles (including the Patents, Trademarks, and Copyrights listed on Schedule
                                         4(i) hereto, and all other Intellectual Property owned by or licensed to the Grantor);



 


		(x)	Licenses;



 


		(xi)	Goods;



 


		(xii)	Instruments;



 


		(xiii)	Inventory;



 


		(xiv)	Investment
                                         Property;



 


		(xv)	Letter-of-Credit
                                         Rights and Supporting Obligations;



 


		(xvi)	all
                                         money, cash or cash equivalents of the Grantor;



 


		(xvii)	other
                                         personal property whether or not subject to the UCC together with all books, records,
                                         ledger cards, files, correspondence, computer programs, tapes, disks and related data
                                         processing software that at any time evidence or contain information relating to any
                                         of the property described above or are otherwise necessary or helpful in the collection
                                         thereof or realization thereon;



 




    	 	 	 



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		(xviii)	all
                                         real property of the Grantor; and



 


		(xix)	Proceeds
                                         and products of all or any of the property described above;



 


provided,
however, that notwithstanding any of the other provisions set forth in this Section 2, this Security Agreement shall not
constitute a grant of a security interest in, and the Collateral shall not include, any Excluded Collateral.


 


		(b)	In
                                         addition, to secure the prompt and complete payment, performance, and observance of the
                                         Obligations and in order to induce the Lender as aforesaid, the Grantor hereby grants
                                         to the Lender a right of setoff, following the occurrence and during the continuance
                                         of an Event of Default, against the property of the Grantor held by the Lender, consisting
                                         of property described above in Section 2(a) now or hereafter in the possession
                                         or custody of or in transit to the Lender, for any purpose, including safekeeping, collection,
                                         or pledge, for the account of the Grantor, or as to which the Grantor may have any right
                                         or power.



 


		(c)	Anything
                                         in this Security Agreement to the contrary notwithstanding, the rights and remedies of
                                         the Lender hereunder shall be subject to the terms of the Loan Agreement.



 


	3.	The
                                         Lender’s Rights; Limitations on the Lender’s Obligations.



 


		(a)	It
                                         is expressly agreed by the Grantor that, anything herein to the contrary notwithstanding,
                                         the Grantor shall remain liable under each of its Contractual Obligations and each of
                                         its Licenses to observe and perform all of the conditions and obligations to be observed
                                         and performed by it thereunder to the same extent as if this Security Agreement and the
                                         other Loan Documents had not been executed and the exercise by the Lender of any of the
                                         rights under this Security Agreement or the other Loan Documents shall not release any
                                         Grantor from any of their respective Contractual Obligations. The Lender shall not have
                                         any obligation or liability under any Contractual Obligations or License by reason of
                                         or arising out of this Security Agreement or the granting herein of a Lien thereon or
                                         the receipt by the Lender of any payment relating to any such Contractual Obligations
                                         or License pursuant hereto. The Lender shall not be required or obligated in any manner
                                         to perform or fulfill any of the obligations of any Grantor under or pursuant to any
                                         Contractual Obligations or License, or to make any payment, or to make any inquiry as
                                         to the nature or the sufficiency of any payment received by it or the sufficiency of
                                         any performance by any party under any Contractual Obligations or License, or to present
                                         or file any claims, or to take any action to collect or enforce any performance or the
                                         payment of any amounts which may have been assigned to it or to which it may be entitled
                                         at any time or times.



 


		(b)	The
                                         Lender may at any time after an Event of Default has occurred and is continuing without
                                         prior notice to the Grantor, notify Account Debtors and other Persons obligated on the
                                         Collateral that the Lender has a security interest therein, and that payments in respect
                                         of such Collateral shall be made directly to the Lender. Upon the request of the Lender,
                                         following the occurrence and during the continuance of an Event of Default, the Grantor
                                         shall so notify Account Debtors and other Persons obligated on the Collateral. Once any
                                         such notice has been given to any Account Debtor or other Person obligated on the Collateral,
                                         the affected Grantor shall not give any contrary instructions to such Account Debtor
                                         or other Person without the Lender’s prior written consent.



 




    	 	 	 



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		(c)	Subject
                                         to Section 14 hereof, upon election of the Lender at any time while and so long as an
                                         Event of Default shall be continuing, the Lender may at any time in the Lender’s
                                         own name, in the name of a nominee of the Lender or in the name of any Grantor communicate
                                         (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to Contractual
                                         Obligations and obligors in respect of Instruments to verify with such Persons, to the
                                         Lender’s satisfaction, the existence, amount, terms of, and any other matter relating
                                         to, Accounts, Instruments, Chattel Paper and/or Payment Intangibles.



 


	4.	Collateral
                                         Representations and Covenants. The Grantor represents and warrants that (as of the
                                         Closing Date and as of the date that any Loan is made) and covenants (at all times):



 


		(a)	Accounts
                                         Warranties and Covenants. Except as otherwise disclosed to the Lender in writing,
                                         as to the Grantor’s existing Accounts and each of its hereafter arising Accounts,
                                         that: (i) such Account and the papers and documents relating thereto are genuine and
                                         in all material respects what they purport to be, and (ii) such Account arises out of
                                         (A) a bona fide sale of goods sold and delivered by the Grantor (or in the process of
                                         being delivered) or (B) services theretofore actually rendered by the Grantor to, the
                                         account debtor named therein.



 


The
Grantor shall not (i) grant any extension of the time of payment of any Account; (ii) compromise or settle any Account for less
than the full amount thereof; (iii) release, wholly or partially, any Person liable for the payment of any Account; (iv) allow
any discount, credit, rebate, or other reduction in the original amount owing on any Account; or (v) amend, supplement, or modify
any Account in any manner that could materially adversely affect the value thereof; provided, that, prior to the occurrence and
continuance of an Event of Default, the Grantor may take any of the actions set forth in clauses (i) through (iv) above in the
ordinary course of business and as otherwise permitted under the Loan Agreement. After the occurrence of and during the continuance
of an Event of Default, the Grantor will promptly notify the Lender in the event that any Account Debtor (or any other Person
obligated on such Account) alleges any material dispute or claim with respect to such Account or of any other circumstances known
to the Grantor that may impair the validity or collectability of any such Account. The Lender shall have the right, at any time
or times after the occurrence of and during the continuance of an Event of Default, to verify the validity, amount or any other
matter relating to any Account, by mail, telephone, or in person with the Account Debtor, and the Grantor shall furnish all such
assistance and information as the Lender may reasonably require in connection therewith. After the occurrence and during the continuance
of an Event of Default: (i) the Grantor shall not, without the prior written consent of the Lender, adjust, settle or compromise
the amount or payment of any Account, or release wholly or partly any Account Debtor (or any other Person obligated on such Account),
or allow any credit or discount thereon; and (ii) the Lender shall have the right at any time (A) to exercise the rights of any
Grantor, with respect to the obligation of the Account Debtor (or any other Person obligated on such Account) to make payment
or otherwise render performance to the Grantor, and with respect to any property that secures the obligations of the Account Debtor
or of any such other Person obligated on such Account; and (B) to adjust, settle or compromise the amount or payment of any such
Account or release wholly or partly any Account Debtor or obligor thereunder or allow any credit or discount thereon.


 




    	 	 	 



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		(b)	Inventory
                                         Warranties and Covenants. All of the Grantor’s material Inventory is of good
                                         and merchantable quality, free from any material defects, and such Inventory is not subject
                                         to any licensing, patent, trademark, trade name or copyright agreement with any Person
                                         that restricts the Grantor’s ability to manufacture and/or sell such Inventory.
                                         None of the Grantor’s Inventory has been or will be produced in violation of the
                                         Fair Labor Standards Act and subject to the so-called “hot goods” provisions
                                         contained in Title 29 U.S.C. 215 or in violation of any other law. All inventory and
                                         products owned by Persons other than the Grantor and located on any premises owned, leased
                                         or controlled by the Grantor, shall be separately and conspicuously identified as such
                                         and shall be segregated from the Grantor’s own Inventory located at such premises.
                                         The Grantor shall not permit any Inventory to be kept at a location other than those
                                         listed on Schedule 4(b), except for (i) Inventory in transit; (ii) Inventory
                                         in the possession of employees in the ordinary course of business; and (iii) Inventory
                                         which, together with any other Collateral at such location, has a fair market value that
                                         does not exceed $100,000 in the aggregate.



 


		(c)	Equipment
                                         Warranties and Covenants. The Grantor has maintained and shall cause all of its material
                                         Equipment to be maintained in good repair and working order (except for damaged or defective
                                         goods arising in the ordinary course of the Grantor’s business and except for ordinary
                                         wear and tear in respect of the Equipment), and shall promptly make or cause to be made
                                         all necessary and proper repairs, replacements, and other improvements in connection
                                         therewith so that its business carried on in connection therewith may be properly conducted
                                         at all times. As of the Closing Date, none of the Grantor’s Equipment (other than
                                         motor vehicles not having a market value in excess of $100,000 in the aggregate) is covered
                                         by any certificate of title and, thereafter, the Grantor shall promptly notify the Lender
                                         to the extent the Grantor obtains any Equipment (other than motor vehicles not having
                                         a market value in excess of $100,000 in the aggregate) covered by any certificate of
                                         title. Upon request of the Lender, the Grantor shall promptly deliver to the Lender any
                                         and all certificates of title, applications for title, or similar evidence of ownership
                                         of all of its Equipment and shall cause the Lender to be named as lienholder on any such
                                         certificate of title or other evidence of ownership. The Grantor shall promptly inform
                                         the Lender of any material additions to or deletions from the Equipment and shall not
                                         permit any Equipment to become Fixtures to real estate other than real estate subject
                                         to mortgages or deeds of trust in favor of the Lender, for the benefit of itself and
                                         Lenders. The Grantor shall not permit any Equipment to be kept at a location other than
                                         those listed on Schedule 4(b), except for (i) Equipment in transit or temporarily
                                         out for repair in the ordinary course of business; (ii) Equipment in the possession of
                                         employees in the ordinary course of business; and (iii) Equipment which, together with
                                         any other Collateral at such location, has a fair market value that does not exceed $100,000
                                         in the aggregate.



 




    	 	 	 



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		(d)	Chattel
                                         Paper Warranties and Covenants. As of the Closing Date, the Grantor does not hold
                                         any Chattel Paper other than those identified on Schedule 4(d). To the extent
                                         the Grantor holds or obtains any Chattel Paper with a fair market value in excess of
                                         $50,000, individually, or $100,000, in the aggregate, at any time, the Grantor will promptly
                                         (i) notify and deliver to the Lender all Tangible Chattel Paper duly endorsed and accompanied
                                         by duly executed instruments of transfer or assignment, all in form and substance satisfactory
                                         to the Lender, and (ii) provide the Lender with Control of all Electronic Chattel Paper,
                                         by having the Lender identified as the assignee of the Record(s) pertaining to the single
                                         authoritative copy thereof and otherwise complying with the applicable elements of Control
                                         set forth in the UCC. The Grantor will also deliver to the Lender all security agreements
                                         securing any Chattel Paper and execute UCC financing statement amendments assigning to
                                         the Lender any UCC financing statements filed by the Grantor in connection with such
                                         security agreements. The Grantor will mark conspicuously all Chattel Paper with a legend,
                                         in form and substance satisfactory to the Lender, indicating that such Chattel Paper
                                         is subject to the Lien of the Lender.



 


		(e)	Instruments
                                         Warranties and Covenants. As of the Closing Date, the Grantor does not hold Instruments
                                         (other than cheques received and collected in the ordinary course of business) that have
                                         not been delivered to the Lender, having value in excess of $100,000 in the aggregate.
                                         Other than cheques received and collected in the ordinary course of business, the Grantor
                                         will promptly notify and deliver to the Lender all Instruments it holds or obtains having
                                         a fair market value in excess of $50,000, individually, or $100,000 in the aggregate,
                                         duly endorsed and accompanied by duly executed instruments of transfer or assignment,
                                         all in form and substance satisfactory to the Lender. The Grantor will also promptly
                                         deliver to the Lender all security agreements securing any Instruments and execute UCC
                                         financing statement amendments assigning to the Lender any UCC financing statements filed
                                         by the Grantor in connection with such security agreements.



 


		(f)	Investment
                                         Property Warranties and Covenants. As of the Closing Date, the Grantor does not hold
                                         Investment Property that are not under the Control of the Lender having value in excess
                                         of $50,000 in the aggregate. The Grantor will take any and all actions necessary (or
                                         reasonably required or requested by the Lender), from time to time, to (i) cause the
                                         Lender to obtain exclusive Control of any Investment Property having value in excess
                                         of $50,000 in the aggregate owned by the Grantor in a manner acceptable to the Lender,
                                         and (ii) obtain from any issuers of such Investment Property and such other Persons,
                                         for the benefit of the Lender, written confirmation of the Lender’s Control over
                                         such Investment Property upon terms and conditions acceptable to the Lender.



 


		(g)	Letters
                                         of Credit Warranties and Covenants. As of the Closing Date, the Grantor does not
                                         hold any Letters of Credit under which it is the beneficiary or is otherwise entitled
                                         to receive proceeds. The Grantor will promptly notify and deliver to the Lender all Letters
                                         of Credit under which it is the beneficiary or is otherwise entitled to receive proceeds
                                         having a face value in excess of $50,000, individually, or $100,000 in the aggregate,
                                         duly endorsed and accompanied by duly executed instruments of transfer or assignment,
                                         all in form and substance satisfactory to the Lender. The Grantor will also promptly
                                         deliver to the Lender all security agreements securing any such Letters of Credit and
                                         execute UCC financing statement amendments assigning to the Lender any UCC financing
                                         statements filed by the Grantor in connection with such security agreements. The Grantor
                                         will take any and all actions necessary (or reasonably required or requested by the Lender),
                                         from time to time, to cause the Lender to obtain exclusive Control of any Letter-of-Credit
                                         Rights owned by the Grantor having a value in excess of $50,000, individually, or $100,000
                                         in the aggregate, in a manner acceptable to the Lender.



 




    	 	 	 



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		(h)	General
                                         Intangibles Warranties and Covenants. After the occurrence and during the continuance
                                         of an Event of Default, the Grantor shall use its best efforts to obtain any consents,
                                         waivers, or agreements necessary to enable the Lender to exercise remedies hereunder
                                         and under the other Loan Documents with respect to any of the Grantor’s rights
                                         under any General Intangibles, including any Grantor’s rights as a licensee of
                                         computer software.



 


		(i)	Intellectual
                                         Property Warranties and Covenants.



 


		(i)	The
                                         Grantor and each of its Subsidiaries owns, is licensed to use or otherwise has the right
                                         to use, all Intellectual Property necessary in the conduct of its business.



 


		(ii)	As
                                         of the Closing Date, Schedule 4(i)(ii) contains a complete and accurate listing
                                         of the following Intellectual Property owned by the Grantor: (A) registered Trademarks
                                         and pending applications for Trademark registration; (B) issued Patents and pending Patent
                                         applications; and (C) registered Copyrights. Except as could not be reasonably expected
                                         to result in a Material Adverse Effect, all Intellectual Property owned by the Grantor
                                         and its Subsidiaries is valid, subsisting, and enforceable and all filings necessary
                                         to maintain the effectiveness of such registrations have been made. Except as set forth
                                         on Schedule 4(i)(ii), there are no restrictions on the Grantor’s right to
                                         create a Lien in such Intellectual Property nor in the Lender’s right to perfect
                                         and enforce such Lien.



 


		(iii)	The
                                         Grantor shall concurrently herewith deliver to the Lender each Copyright Security Agreement,
                                         Patent Security Agreement, and Trademark Security Agreement, and all other documents,
                                         instruments, and other items as may be necessary for the Lender to file such agreements
                                         with the U.S. Copyright Office and the U.S. Patent and Trademark Office, as applicable.
                                         Except for the Excluded Collateral, the Copyrights, Patents, and Trademarks listed on
                                         the respective schedules to each of the Copyright Security Agreement, Patent Security
                                         Agreement, and Trademark Security Agreement constitute all of the issued U.S. Patents
                                         and pending U.S. Patent applications, registered U.S. Trademarks and pending applications
                                         for U.S. Trademark registration and government registered U.S. Copyrights owned by the
                                         Grantor as of the Closing Date; provided, however, that the Grantor will notify the Lender
                                         upon obtaining any additional issued U.S. Patents and pending U.S. Patent applications,
                                         registered U.S. Trademarks and pending applications for U.S. Trademark registration and
                                         government registered U.S. Copyrights after the date hereof and update such schedule(s)
                                         to reflect such addition(s). If, before Payment in Full of the Obligations, the Grantor
                                         acquires or becomes entitled to any new or additional applications or registrations for
                                         Patents or Copyrights, or rights thereto, the Grantor shall give to the Lender prompt
                                         written notice thereof, and shall amend the schedules to the respective security agreements
                                         or enter into new or additional security agreements to include any such new U.S. Patents,
                                         Trademarks, or Copyrights.



 




    	 	 	 



    	 	- 10 -	 



    

 


 


		(iv)	The
                                         Grantor shall (a) prosecute diligently any Copyright, Patent, or Trademark application
                                         at any time pending as reasonably deemed appropriate by the Grantor and as are material
                                         to any Grantor’s business; (b) pursue applications for registration or issuance
                                         of all new Copyrights, Patents, and Trademarks as reasonably deemed appropriate by the
                                         Grantor and as are material to any Grantor’s business; (c) preserve and maintain
                                         all rights in the registered Intellectual Property included in the Collateral as reasonably
                                         deemed appropriate by the Grantor and as are material to any Grantor’s business;
                                         and (d) after the occurrence and during the continuance of an Event of Default, use its
                                         best efforts to obtain any consents, waivers, or agreements necessary to enable the Lender
                                         to exercise its remedies with respect to the Intellectual Property owned by the Grantor.
                                         The Grantor shall not abandon any material right to file a Copyright, Patent, or Trademark
                                         application material to the Grantor’s business nor shall the Grantor abandon any
                                         material registered Trademark, application for Trademark registration, issued Patent,
                                         Patent application, or registered Copyright without the prior written consent of the
                                         Lender.



 


		(v)	The
                                         execution, delivery, and performance of this Security Agreement by the Grantor will not
                                         violate or cause a default under any of the Intellectual Property included in the Collateral
                                         or any agreement in connection therewith.



 


		(j)	Commercial
                                         Tort Claims Warranties and Covenants. As of the Closing Date, no Grantor owns any
                                         Commercial Tort Claims other than those identified on Schedule 22(a). The Grantor
                                         shall advise the Lender promptly upon any Grantor becoming aware that it owns any Commercial
                                         Tort Claims having a value in excess of $50,000, individually, or $100,000 in the aggregate.
                                         With respect to any new Commercial Tort Claim, the Grantor will execute and deliver such
                                         documents as the Lender deems necessary to create, perfect ,and protect the Lender’s
                                         security interest in such Commercial Tort Claim.



 


		(k)	Deposit
                                         Accounts; Bank Accounts Warranties and Covenants. Schedule 4(k) sets forth
                                         the account numbers and locations of all Deposit Accounts or other bank accounts of the
                                         Grantor as of the Closing Date. The Grantor shall not establish or acquire any new Deposit
                                         Account without the Lender’s prior written consent.



 




    	 	 	 



    	 	- 11 -	 



    

 


 


		(l)	Bailees.
                                         Except as disclosed on Schedule 4(l), as of the Closing Date none of the Collateral
                                         is in the possession of any consignee, bailee, warehouseman, agent, or processor. Other
                                         than the Excluded Locations, no Collateral shall at any time be in the possession or
                                         control of any warehouse, bailee, or any of the Grantor’s agents or processors
                                         without the Lender’s prior written consent and unless the Grantor promptly notifies
                                         the Lender thereof and, if the Lender has so reasonably requested, has received warehouse
                                         receipts or bailee lien waivers satisfactory to the Lender prior to the commencement
                                         of such possession or control. Other than with respect to the Excluded Locations, if
                                         any Collateral is at any time in the possession or control of any warehouse, bailee,
                                         or any of the Grantor’s agents or processors, the Grantor shall, upon the reasonable
                                         request of the Lender, promptly (i) notify such warehouse, bailee, agent, or processor
                                         of the Liens in favor of the Lender, for the benefit of the Lender and the Lenders, created
                                         hereby; (ii) instruct such Person to hold all such Collateral for the Lender’s
                                         account subject to the Lender’s instructions; and (iii) obtain such Person’s
                                         acknowledgement that it is holding the Collateral for the Lender’s benefit. After
                                         the occurrence and during the continuance of an Event of Default, the Lender shall have
                                         the right to give such instructions to such warehouseman, bailee, agent, or processor
                                         in possession of Collateral.



 


		(m)	Collateral
                                         Description; Use of Collateral. The Grantor will furnish to the Lender, from time
                                         to time upon the Lender’s reasonable request, statements and schedules further
                                         identifying, updating, and describing the Collateral and such other information, reports
                                         and evidence concerning the Collateral, as the Lender may reasonably request, all in
                                         detail satisfactory to the Lender. The Grantor will not use or permit any Collateral
                                         to be used unlawfully or in violation of any provision of applicable law or any policy
                                         of insurance covering any of the Collateral, except as could not reasonably be expected
                                         to have a Material Adverse Effect.



 


		(n)	Collateral
                                         Filing Requirements; Collateral Records. As of the Closing Date, none of the Collateral
                                         is of a type in which Liens may be registered, recorded, or filed under, or notice thereof
                                         given under, any federal statute or regulation except for Collateral described on the
                                         schedules to the Copyright Security Agreement, Patent Security Agreement, and Trademark
                                         Security Agreement. The Grantor shall promptly notify the Lender in writing upon acquiring
                                         any interest hereafter in Collateral that is of a type where a Lien may be registered,
                                         recorded, of filed under, or notice thereof given under, any federal statute or regulation.
                                         The Grantor shall keep full and accurate books and records relating to the Collateral
                                         and shall stamp or otherwise mark such books and records in such manner as the Lender
                                         may reasonably request to indicate the Lender’s Liens in the Collateral, for the
                                         benefit of the Lender and Lenders.



 


		(o)	Federal
                                         Claims. None of the Collateral constitutes a claim against the United States of America
                                         or Canada, or any State or municipal government or any department, instrumentality or
                                         agency thereof, the assignment of which claim is restricted by law. The Grantor shall
                                         promptly notify the Lender of any Collateral which constitutes a claim against the United
                                         States or Canada, any state, or any department, agency or instrumentality of any of them,
                                         the assignment of which claim is restricted by law. Upon the request of the Lender, the
                                         Grantor shall take such steps as may be necessary to comply with any applicable federal
                                         assignment of claims laws and other comparable laws.



 




    	 	 	 



    	 	- 12 -	 



    

 


 


		(p)	Lender
                                         Authorized. The Grantor hereby authorizes and, until Payment in Full of the Obligations,
                                         shall continue to authorize the Lender to file one or more financing or continuation
                                         statements, and amendments thereto (or similar documents required by any laws of any
                                         applicable jurisdiction), relating to all or any part of the Collateral without the signature
                                         of the Grantor and hereby specifically ratifies all such actions previously taken by
                                         the Lender. The Grantor hereby authorizes the Lender to file in any jurisdiction and
                                         with any office one or more financing statements for the purpose of perfecting the security
                                         interests granted by the Grantor herein. Any such financing statement may indicate the
                                         collateral as “all assets of the debtor, whether now owned or existing or hereafter
                                         acquired or arising”, “all personal property of the debtor, whether now owned
                                         or existing or hereafter acquired or arising” or words of similar effect.



 


	5.	General
                                         Covenants. The Grantor covenants and agrees with the Lender, for the benefit of the
                                         Lender, that from and after the date of this Security Agreement and until Payment in
                                         Full of the Obligations:



 


		(a)	Further
                                         Assurances; Letters of Credit.



 


		(i)	Generally.
                                         At any time and from time to time, upon the reasonable request of the Lender and at the
                                         sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver
                                         any and all such further instruments and documents and take such further actions as the
                                         Lender may reasonably request to obtain the full benefits of this Security Agreement
                                         and of the rights and powers herein granted, including (A) using its commercially reasonable
                                         efforts to secure all consents and approvals necessary for the assignment to or for the
                                         benefit of the Lender of any License or Contractual Obligations held by the Grantor and
                                         to enforce the security interests granted hereunder; and (B) authorizing the filing of
                                         any financing or continuation statements under the UCC with respect to the Liens granted
                                         hereunder or under any other Loan Document as to those relevant jurisdictions that are
                                         not Uniform Commercial Code Jurisdictions.



 


		(ii)	Organizational,
                                         Name or Location Changes. The Grantor will give the Lender (A) at least 20 days prior
                                         written notice (or such shorter period as acceptable to the Lender in its sole discretion)
                                         of any (1) change of name of the Grantor (including, without limitation, within the meaning
                                         of Section 9-503 of the UCC) or of any new trade name or fictitious business name of
                                         any Grantor; (2) changes in the Grantor’s state or other jurisdiction of organization
                                         or its organizational identification number; or (3) reincorporation or reorganization
                                         of a Grantor under the laws of any jurisdiction other than the jurisdiction in which
                                         it is incorporated or organized as of the date hereof; and (B) written notice within
                                         20 days after the occurrence of any (1) change of principal place of business or chief
                                         executive office of the Grantor; and (2) change in the location of the Grantor’s
                                         books and records or Collateral, change in the location of the Grantor’s complete
                                         set of books and records or any new locations of the Grantor’s books and records
                                         or Collateral. In connection with and as a condition to taking any action described in
                                         clauses (A) and (B), the Grantor shall take all necessary action to maintain the continued
                                         perfection and priority of the Liens created hereunder in the Collateral, including any
                                         actions that may be reasonably requested by the Lender. Information delivered pursuant
                                         to this Section 5(a)(ii) shall be deemed to supplement Schedule 4(b).



 




    	 	 	 



    	 	- 13 -	 



    

 


		(iii)	Financing
                                         Statements. The Grantor hereby authorizes and, until Payment in Full of the Obligations,
                                         shall continue to authorize the Lender in its secured credit party judgment at any time
                                         and from time to time prior to the Payment in Full of the Obligations to file in any
                                         filing office in any Uniform Commercial Code Jurisdiction any initial financing statements
                                         and amendments thereto that (a) indicate the Collateral (i) as all assets of the Grantor
                                         or words of similar effect, regardless of whether any particular asset comprised in the
                                         Collateral falls within the scope of Article 9 of the UCC of such jurisdiction; or (ii)
                                         as being of an equal or lesser scope or with greater detail; and (b) contain any other
                                         information required by part 5 of Article 9 of the UCC for the sufficiency or filing
                                         office acceptance of any financing statement or amendment, including (i) whether the
                                         Grantor is an organization, the type of organization, and any organization identification
                                         number issued to the Grantor; and (ii) in the case of a financing statement filed as
                                         a fixture filing, a sufficient description of real property to which the Collateral relates.
                                         The Grantor agrees to furnish any such information to the Lender promptly upon reasonable
                                         request therefrom. The Grantor also ratifies its authorization for the Lender to have
                                         filed in any Uniform Commercial Code Jurisdiction any initial financing statements or
                                         amendments thereto if filed prior to the date hereof.



 


		(b)	Maintenance
                                         of Records. The Grantor shall keep and maintain, at its own cost and expense, satisfactory
                                         and complete records in all material respects of the Collateral, including a record of
                                         any and all payments received and any and all credits granted with respect to the Collateral
                                         and all other dealings with the Collateral.



 


		(c)	Indemnification.
                                         In any suit, proceeding, or action brought by the Lender relating to any Collateral for
                                         any sum owing with respect thereto or to enforce any rights or claims with respect thereto,
                                         the Grantor will save, indemnify, and keep the Lender harmless from and against all expense
                                         (including reasonable attorneys’ fees and expenses), loss, or damage suffered by
                                         reason of any defense, setoff, counterclaim, recoupment, or reduction of liability whatsoever
                                         of the Account Debtor or other Person obligated on the Collateral, arising out of a breach
                                         by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness
                                         or liability at any time owing to, or in favor of, such obligor or its successors from
                                         the Grantor, except to the extent such expense, loss, or damage is resulting from the
                                         gross negligence or willful misconduct of the Lender as determined by a final non-appealable
                                         judgment by a court of competent jurisdiction. All such obligations of the Grantor shall
                                         be and remain enforceable against and only against the Grantor and shall not be enforceable
                                         against the Lender.



 


		(d)	Limitation
                                         on Liens on Collateral. The Grantor will not create, permit, or suffer to exist,
                                         and will take commercially reasonable efforts to defend the Collateral against, and take
                                         such other action as is necessary to remove, any Lien on the Collateral, except Permitted
                                         Liens, and will defend the rights of the Lender and Lenders in and to any of the Grantor’s
                                         rights under the Collateral against the claims and demands of all Persons whomsoever.



 




    	 	 	 



    	 	- 14 -	 



    

 


		(e)	Limitations
                                         on Disposition. The Grantor will not sell, license, lease, transfer, or otherwise
                                         dispose of any of the Collateral, except as permitted by the Loan Agreement.



 


		(f)	Terminations;
                                         Amendments Not Authorized. The Grantor acknowledges that it is not authorized to
                                         file any financing statement or amendment or termination statement with respect to any
                                         financing statement without the prior written consent of the Lender and agrees that it
                                         will not do so without the prior written consent of the Lender, subject to the Grantor’s
                                         rights under Section 9-509(d)(2) of the UCC.



 


	6.	The
                                         Lender’s Appointment as Attorney-in-Fact.



 


		(a)	The
                                         Grantor hereby irrevocably constitutes and appoints the Lender, with full power of substitution,
                                         as its true and lawful attorney-in-fact with full irrevocable power and authority in
                                         the place and stead of the Grantor and in the name of the Grantor or in its own name,
                                         after the occurrence and during the continuance of an Event of Default, for the purpose
                                         of carrying out the terms of the Loan Documents, to take any appropriate action and to
                                         execute any document or instrument that may be necessary or desirable to accomplish the
                                         purposes of the Loan Documents, and, without limiting the generality of the foregoing,
                                         the Grantor hereby gives the Lender the power and right, on behalf of the Grantor, without
                                         notice to or assent by the Grantor, to do any of the following when an Event of Default
                                         shall be continuing:



 


		(i)	in
                                         the name of the Grantor, in its own name or otherwise, take possession of and indorse
                                         and collect any check, draft, note, acceptance, or other instrument for the payment of
                                         moneys due under any account or general intangible or with respect to any other Collateral
                                         and file any claim or take any other action or proceeding in any court of law or equity
                                         or otherwise deemed appropriate by the Lender for the purpose of collecting any such
                                         moneys due under any account or general intangible or with respect to any other Collateral
                                         whenever payable;



 


		(ii)	in
                                         the case of any Intellectual Property owned by or licensed to the Grantor, execute, deliver,
                                         and have recorded any document that the Lender may reasonably request to evidence, effect,
                                         publicize or record the Lender’s security interest in such Intellectual Property
                                         and the goodwill and general intangibles of the Grantor relating thereto or represented
                                         thereby;



 


		(iii)	pay
                                         or discharge taxes and Liens levied or placed on or threatened against any Collateral,
                                         effect any repair, or pay any insurance called for by the terms of the Loan Agreement
                                         (including all or any part of the premiums therefor and the costs thereof);



 




    	 	 	 



    	 	- 15 -	 



    

 


		(iv)	execute,
                                         in connection with any sale provided for in Section 7, any document to effect or otherwise
                                         necessary or appropriate in relation to evidence the sale of any Collateral; or



 


		(v)	(A)
                                         direct any party liable for any payment under any Collateral to make payment of any moneys
                                         due or to become due thereunder directly to the Lender or as the Lender shall direct;
                                         (B) ask or demand for, and collect and receive payment of and receipt for, any moneys,
                                         claims and other amounts due or to become due at any time in respect of or arising out
                                         of any Collateral; (C) sign and indorse any invoice, freight or express bill, bill of
                                         lading, storage or warehouse receipt, draft against debtors, assignment, verification,
                                         notice and other document in connection with any Collateral; (D) commence and prosecute
                                         any suit, action, or proceeding at law or in equity in any court of competent jurisdiction
                                         to collect any Collateral and to enforce any other right in respect of any Collateral;
                                         (E) defend any actions, suits, proceedings, audits, claims, demands, orders, or disputes
                                         brought against the Grantor with respect to any Collateral; (F) settle, compromise or
                                         adjust any such actions, suits, proceedings, audits, claims, demands, orders, or disputes
                                         and, in connection therewith, give such discharges or releases as the Lender may deem
                                         appropriate; (G) assign any Intellectual Property owned by the Grantor or any Intellectual
                                         Property licenses of the Grantor throughout the world on such terms and conditions and
                                         in such manner as the Lender shall in its sole discretion determine, including the execution
                                         and filing of any document necessary to effectuate or record such assignment; and (H)
                                         generally, sell, assign, convey, transfer, or grant a Lien on, make any Contractual Obligation
                                         with respect to and otherwise deal with, any Collateral as fully and completely as though
                                         the Lender were the absolute owner thereof for all purposes and do, at the Lender’s
                                         option, at any time or from time to time, all acts and things that the Lender deems necessary
                                         to protect, preserve or realize upon any Collateral and the Lender’s security interests
                                         therein and to effect the intent of the Loan Documents, all as fully and effectively
                                         as the Grantor might do.



 


		(b)	If
                                         any Grantor fails to perform or comply with any Contractual Obligation contained herein,
                                         after the occurrence and during the continuance of an Event of Default, the Lender, at
                                         its option, but without any obligation so to do, may perform or comply, or otherwise
                                         cause performance or compliance, with such Contractual Obligation.



 


		(c)	The
                                         expenses of the Lender incurred in connection with actions undertaken as provided in
                                         this Section 6, together with interest thereon at a rate set forth in the Loan Agreement,
                                         from the date of payment by the Lender to the date reimbursed by the Grantor, shall be
                                         payable by the Grantor to the Lender on demand.



 


		(d)	The
                                         Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
                                         by virtue of this Section 6. All powers, authorizations, and agencies contained in this
                                         Agreement are coupled with an interest and are irrevocable until this Security Agreement
                                         is terminated and the security interests created hereby are released.



 




    	 	 	 



    	 	- 16 -	 



    

 


	7.	Remedies;
                                         Rights Upon Default.



 


		(a)	In
                                         addition to all other rights and remedies granted to it under this Security Agreement,
                                         the Loan Agreement, the other Loan Documents and under any other instrument or agreement
                                         securing, evidencing, or relating to any of the Obligations (but subject to the terms
                                         of such instruments or agreements), if any Event of Default shall have occurred and be
                                         continuing, the Lender may exercise all rights and remedies of a secured party under
                                         the UCC. Without limiting the generality of the foregoing, the Grantor expressly agrees
                                         that in any such event the Lender, without demand of performance or other demand, advertisement,
                                         or notice of any kind (except the notice specified below of time and place of public
                                         or private sale) to or upon the Grantor or any other Person (all and each of which demands,
                                         advertisements, and notices are hereby expressly waived to the maximum extent permitted
                                         by the UCC and other applicable law), may forthwith enter upon the premises of the Grantor
                                         where any Collateral is located through self-help (provided there is no breach of the
                                         peace), without judicial process, without first obtaining a final judgment or giving
                                         the Grantor or any other Person notice and opportunity for a hearing on the Lender’s
                                         claim or action and may collect, receive, assemble, process, appropriate, and realize
                                         upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign,
                                         give an option or options to purchase, or otherwise dispose of and deliver said Collateral
                                         (or contract to do so), or any part thereof, in one or more parcels at a public or private
                                         sale or sales, at any exchange at such prices as it may deem commercially reasonable,
                                         for cash or on credit or for future delivery without assumption of any credit risk. The
                                         Lender shall have the right upon any such public sale or sales and, to the extent permitted
                                         by law, upon any such private sale or sales, to purchase for the benefit of the Lender,
                                         the whole or any part of said Collateral so sold, free of any right or equity of redemption,
                                         which equity of redemption the Grantor hereby releases (it being understood that such
                                         purchase shall terminate the obligations of the Guarantor pursuant to Section 2.7 of
                                         the Loan Agreement). Such sales may be adjourned and continued from time to time with
                                         or without notice. The Lender shall have the right to conduct such sales on the Grantor’s
                                         premises or elsewhere and shall have the right to use the Grantor’s premises without
                                         charge for such time or times as the Lender deems necessary or advisable.



 


If
any Event of Default shall have occurred and be continuing, the Grantor further agrees, at the Lender’s request, to assemble
the Collateral and make it available to the Lender at a place or places designated by the Lender which are reasonably convenient
to the Lender and the Grantor, whether at the Grantor’s premises or elsewhere. Until the Lender is able to effect a sale,
lease, or other disposition of Collateral, the Lender shall have the right to hold or use Collateral, or any part thereof, to
the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate
by the Lender. The Lender shall not have any obligation to the Grantor to maintain or preserve the rights of the Grantor as against
third parties with respect to any Collateral while such Collateral is in the possession of the Lender. The Lender may, if it so
elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Lender’s
remedies (for the benefit of the Lender and Lenders), with respect to such appointment without prior notice or hearing as to such
appointment. The Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization, or
sale to the Obligations as provided in the Loan Agreement, and only after so paying over such net proceeds, and after the payment
by the Lender of any other amount required by any provision of law, need the Lender account for the surplus, if any, to the Grantor.
To the maximum extent permitted by applicable law, the Grantor waives all claims, damages, and demands against the Lender arising
out of the repossession, retention, or sale of the Collateral except to the extent that such arise out of the gross negligence
or willful misconduct of the Lender as finally determined by a court of competent jurisdiction. The Grantor agrees that 10 days
prior notice by the Lender of the time and place of any public sale or of the time after which a private sale may take place is
reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition
of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by
the Lender to collect such deficiency.


 




    	 	 	 



    	 	- 17 -	 



    

 


		(b)	Except
                                         as otherwise specifically provided herein, the Grantor hereby waives presentment, demand,
                                         protest, or any notice (to the maximum extent permitted by applicable law) of any kind
                                         in connection with this Security Agreement or any Collateral.



 


		(c)	To
                                         the extent that applicable law imposes duties on the Lender to exercise remedies in a
                                         best manner, the Grantor acknowledges and agrees that it is not commercially unreasonable
                                         for the Lender (i) to fail to incur expenses reasonably deemed significant by the Lender
                                         to prepare Collateral for disposition or otherwise to complete raw material or work in
                                         process into finished goods or other finished products for disposition; (ii) to fail
                                         to obtain third party consents for access to Collateral to be disposed of, or to obtain
                                         or, if not required by other law, to fail to obtain governmental or third party consents
                                         for the collection or disposition of Collateral to be collected or disposed of; (iii)
                                         to fail to exercise collection remedies against Account Debtors or other Persons obligated
                                         on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to
                                         exercise collection remedies against Account Debtors and other Persons obligated on Collateral
                                         directly or through the use of collection agencies and other collection specialists;
                                         (v) to advertise dispositions of Collateral through publications or media of general
                                         circulation, whether or not the Collateral is of a specialized nature; (vi) to contact
                                         other Persons, whether or not in the same business as the Grantor, for expressions of
                                         interest in acquiring all or any portion of such Collateral; (vii) to hire one or more
                                         professional auctioneers to assist in the disposition of Collateral, whether or not the
                                         Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet
                                         sites that provide for the auction of assets of the types included in the Collateral
                                         or that have the reasonable capacity of doing so, or that match buyers and sellers of
                                         assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim
                                         disposition warranties, such as title, possession or quiet enjoyment; (xi) to purchase
                                         insurance or credit enhancements to insure the Lender against risks of loss, collection
                                         or disposition of Collateral or to provide to the Lender a guaranteed return from the
                                         collection or disposition of Collateral; or (xii) to the extent deemed appropriate by
                                         the Lender, to obtain the services of other brokers, investment bankers, consultants,
                                         and other professionals to assist the Lender in the collection or disposition of any
                                         of the Collateral. The Grantor acknowledges that the purpose of this Section 7(c) is
                                         to provide non-exhaustive indications of what actions or omissions by the Lender would
                                         not be commercially unreasonable in the Lender’s exercise of remedies against the
                                         Collateral and that other actions or omissions by the Lender shall not be deemed commercially
                                         unreasonable solely on account of not being indicated in this Section 7(c). Without limitation
                                         upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant
                                         any rights to the Grantor or to impose any duties on the Lender that would not have been
                                         granted or imposed by this Security Agreement or by applicable law in the absence of
                                         this Section 7(c).



 




    	 	 	 



    	 	- 18 -	 



    

 


		(d)	The
                                         Lender shall not be required to make any demand upon, or pursue or exhaust any of their
                                         rights or remedies against, any Grantor, any other obligor, guarantor, pledgor, or any
                                         other Person with respect to the payment of the Obligations or to pursue or exhaust any
                                         of their rights or remedies with respect to any Collateral therefor or any direct or
                                         indirect guarantee thereof. The Lender shall not be required to marshal the Collateral
                                         or any guarantee of the Obligations or to resort to the Collateral or any such guarantee
                                         in any particular order, and all of its and their rights hereunder or under any other
                                         Loan Document shall be cumulative. To the extent it may lawfully do so, the Grantor absolutely
                                         and irrevocably waives and relinquishes the benefit and advantage of, and covenants not
                                         to assert against the Lender, any valuation, stay, appraisement, extension, redemption,
                                         or similar laws and any and all rights or defenses it may have as a surety now or hereafter
                                         existing which, but for this provision, might be applicable to the sale of any Collateral
                                         made under the judgment, order, or decree of any court, or privately under the power
                                         of sale conferred by this Security Agreement, or otherwise.



 


	8.	Grant
                                         of License to Use Intellectual Property. For the purpose of enabling the Lender to
                                         exercise its rights and remedies under Section 7 hereof (including, without limiting
                                         the terms of Section 7 hereof, in order to take possession of, hold, preserve, process,
                                         assemble, prepare for sale, market for sale, sell, monitor, collect or otherwise dispose
                                         of Collateral), the Grantor hereby assigns, transfers and conveys to the Lender, for
                                         the benefit of the Lender and Lenders, effective upon the occurrence of any Event of
                                         Default, the non-exclusive right and license to use all Intellectual Property owned or
                                         used by the Grantor together with any goodwill associated therewith, in any case to the
                                         extent that it is not prohibited from doing so under applicable law. This right and license
                                         shall inure to the benefit of all successors, assigns and transferees of the Lender and
                                         its successors, assigns and transferees, whether by voluntary conveyance, operation of
                                         law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such
                                         right and license is granted free of charge and does not require the consent of any other
                                         person.



 


	9.	Limitation
                                         on the Lender’s and Lenders’ Duty in Respect of Collateral. The Lender
                                         shall use reasonable care with respect to the Collateral in its possession or under its
                                         control. The Lender shall not have any other duty as to any Collateral in its possession
                                         or control or in the possession or control of any agent or nominee of the Lender, or
                                         any income thereon or as to the preservation of rights against prior parties or any other
                                         rights pertaining thereto. The Lender shall not be liable or responsible for any loss
                                         or damage to any of the Collateral, or for any diminution in the value thereof, by reason
                                         of the act or omission of any warehouse, carrier, forwarding agency, consignee, broker
                                         or other agent or bailee selected by any Grantor or selected by the Lender in good faith.



 




    	 	 	 



    	 	- 19 -	 



    

 


	10.	Reinstatement.
                                         This Security Agreement shall remain in full force and effect and continue to be effective
                                         should any petition be filed by or against the Grantor for liquidation or reorganization,
                                         should the Grantor become insolvent or make an assignment for the benefit of any creditor
                                         or creditors or should a receiver or trustee be appointed for all or any significant
                                         part of the Grantor’s assets, and shall continue to be effective or be reinstated,
                                         as the case may be, if and to the extent at any time payment and performance of the Obligations,
                                         or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount,
                                         or must otherwise be restored or returned by any obligee of the Obligations, whether
                                         as a “voidable preference”, “fraudulent conveyance”, or otherwise,
                                         all as though such payment or performance had not been made. In the event that any payment,
                                         or any part thereof, is rescinded, reduced, restored, or returned, the Obligations shall
                                         be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,
                                         restored, or returned.



 


	11.	Notices.
                                         Except as otherwise provided herein, whenever it is provided herein that any notice,
                                         demand, request, consent, approval, declaration, or other communication shall or may
                                         be given to or served upon any of the parties by any other party, or whenever any of
                                         the parties desires to give and serve upon any other party any communication with respect
                                         to this Security Agreement, each such notice, demand, request, consent, approval, declaration,
                                         or other communication shall be in writing and shall be given in the manner, and deemed
                                         received, as provided for in the Loan Agreement.



 


	12.	Severability.
                                         Whenever possible, each provision of this Security Agreement shall be interpreted in
                                         a manner as to be effective and valid under applicable law, but if any provision of this
                                         Security Agreement shall be prohibited by or invalid under applicable law, such provision
                                         shall be ineffective to the extent of such prohibition or invalidity without invalidating
                                         the remainder of such provision or the remaining provisions of this Security Agreement.
                                         This Security Agreement is to be read, construed and applied together with the Loan Agreement
                                         and the other Loan Documents which, taken together, set forth the complete understanding
                                         and agreement of the Lender and the Grantor with respect to the matters referred to herein
                                         and therein.



 


	13.	No
                                         Waiver; Cumulative Remedies. No failure on the part of the Lender to exercise, and
                                         no delay in exercising and no course of dealing with respect to, any right under this
                                         Security Agreement shall operate as a waiver thereof; nor shall any single or partial
                                         exercise by the Lender of any right under this Security Agreement preclude any other
                                         or further exercise thereof or the exercise of any other right. The rights in this Security
                                         Agreement and the other Loan Documents are cumulative and shall in no way limit any other
                                         remedies provided by law.



 


	14.	Limitation
                                         by Law. All rights, remedies and powers provided in this Security Agreement may be
                                         exercised only to the extent that the exercise thereof does not violate any applicable
                                         provision of law, and all the provisions of this Security Agreement are intended to be
                                         subject to all applicable mandatory provisions of law that may be controlling and to
                                         be limited to the extent necessary so that they shall not render this Security Agreement
                                         invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered,
                                         or filed under the provisions of any applicable law.



 


	15.	Termination
                                         of This Security Agreement. Subject to Section 10 hereof, this Security Agreement
                                         shall terminate upon Payment in Full of the Obligations. Upon such Payment in Full of
                                         the Obligations, any Collateral then in custody of the Lender or its nominee shall be
                                         re-delivered to Borrower Representative as soon as practicable.



 




    	 	 	 



    	 	- 20 -	 



    

 


	16.	Successors
                                         and Assigns. This Security Agreement shall be binding upon and inure to the benefit
                                         of the parties hereto and their respective successors and assigns, provided, however,
                                         the Grantor may not assign its rights or obligations hereunder without the written consent
                                         of the Lender.



 


	17.	Counterparts;
                                         Effectiveness. This Security Agreement and any amendments, waivers, consents, or
                                         supplements may be executed via electronic (e.g., “pdf”) transmission in
                                         any number of counterparts and by different parties hereto in separate counterparts,
                                         each of which when so executed and delivered shall be deemed an original, but all of
                                         which counterparts together shall constitute one and the same instrument. This Security
                                         Agreement shall become effective upon the execution of a counterpart hereof by each of
                                         the parties hereto. The Grantor and the Lender each acknowledge that it has had the benefit
                                         of legal counsel of its own choice and has been afforded an opportunity to review this
                                         Security Agreement with its legal counsel.



 


	18.	APPLICABLE
                                         LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
                                         IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA AND THE FEDERAL LAWS
                                         OF CANADA APPLICABLE THEREIN, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.



 


	19.	WAIVER
                                         OF JURY TRIAL. THE GRANTOR AND THE LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS
                                         TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURITY
                                         AGREEMENT. THE GRANTOR AND THE LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
                                         TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING
                                         INTO THIS SECURITY AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR
                                         RELATED FUTURE DEALINGS. THE GRANTOR AND THE LENDER WARRANT AND REPRESENT THAT EACH HAS
                                         HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY
                                         AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.



 


	20.	Section
                                         Titles. The Section titles contained in this Security Agreement are and shall be
                                         without substantive meaning or content of any kind whatsoever and are not a part of the
                                         agreement between the parties hereto.



 


	21.	Currency.
                                         All references to currency in this Security Agreement refer to the lawful currency of
                                         the United States of America.



 


	22.	No
                                         Strict Construction. The parties hereto have participated jointly in the negotiation
                                         and drafting of this Security Agreement. In the event an ambiguity or question of intent
                                         or interpretation arises, this Security Agreement shall be construed as if drafted jointly
                                         by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring
                                         any party by virtue of the authorship of any provisions of this Security Agreement.



 


	23.	Benefit
                                         of Lender. All Liens granted or contemplated hereby shall be for the benefit of the
                                         Lender.



 


	24.	Joint
                                         and Several Liability. Notwithstanding anything to the contrary in this Security
                                         Agreement or the other Loan Documents, all payment and performance obligations of the
                                         Grantor arising under this Security Agreement and the other Loan Documents shall be the
                                         joint and several obligations of the Grantor secured by all the Collateral. The Lender
                                         may apply any portion of the Collateral to satisfy any of the Obligations.



 


	25.	Joinder.
                                         In the event that any Person becomes required at any time to become a Grantor under this
                                         Security Agreement pursuant to the requirements of the Loan Documents, the relevant Person
                                         shall do so by delivering appropriately completed supplemental documentation as may be
                                         required by the Lender to satisfy the applicable requirements of the Loan Documents.



 


[Signature
Page Follows]


 




    	 	 	 



    	 	 	 



    

 


IN
WITNESS WHEREOF the Parties hereto have executed this Security Agreement as of the day and year first above written.


 


	 	ECC VENTURES 2 CORP.
	 	 	            
	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	LONG ISLAND BRAND BEVERAGES LLC
	 	 	 
	 	 
	 	Name:	 
	 	Title: