Exhibit
10.3


 


AMENDED AND RESTATED
SECURITY AND PLEDGE AGREEMENT


 


AMENDED AND RESTATED SECURITY
AND PLEDGE AGREEMENT, dated as [October __, 2021] (this “Agreement”), made by Akerna Corp., a Delaware corporation,
with offices located at 1550 Larimer Street, #246, Denver, CO 80202 (the “Company”), and each of the undersigned direct
and indirect Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company,
collectively, the “Grantors”), in favor of HT INVESTMENTS MA LLC, in its capacity as collateral agent (in such capacity,
the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities
Purchase Agreement (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, the Company is party
to that certain Securities Purchase Agreement, dated as of June 9, 2020 (as amended, restated, extended, replaced or otherwise modified
from time to time, the “2020 Securities Purchase Agreement”) pursuant to which the Company sold senior secured convertible
notes of the Company (“2020 Notes”) to each party listed as a “Buyer” on the Schedule of Buyers attached
thereto (the “2020 Buyers”);


 


WHEREAS, the Company is party
to that certain Securities Purchase Agreement, dated as of October 5, 2021 (as amended, restated, extended, replaced or otherwise modified
from time to time, and together with the 2020 Securities Purchase Agreement, the “Securities Purchase Agreement”),
pursuant to which the Company shall be required to sell, and the parties listed as “Buyers” on the Schedule of Buyers attached
thereto (together with the 2020 Buyers, the “Buyers”) shall purchase or have the right to purchase, senior secured
convertible notes of the Company issued pursuant thereto (as such notes may be amended, restated, extended, replaced or otherwise modified
from time to time in accordance with the terms thereof, collectively, with the 2020 Notes, the “Notes”) and the proceeds
of which shall be used by the Company for general corporate purposes and, in part, to refinance the 2020 Notes;


 


WHEREAS, certain Grantors (other
than the Company) from time to time (each a “Guarantor” and collectively, the “Guarantors”) may
execute and deliver one or more guarantees (each, a “Guaranty” and collectively, the “Guaranties”)
in form and substance acceptable to and in favor of the Collateral Agent, for the benefit of itself and the Noteholders, with respect
to the Company’s obligations under the Securities Purchase Agreement, the Notes, and the other “Transaction Documents”
(as defined in the Securities Purchase Agreement);


 


WHEREAS, it is a condition precedent
to the Buyers’ obligation to purchase the Notes issued pursuant to the Securities Purchase Agreement that the Grantors shall have
executed and delivered to the Collateral Agent this Agreement providing for the grant to the Collateral Agent, for the benefit of the
Noteholders, of a valid, enforceable, and perfected security interest in all personal property of each Grantor to secure all of the Company’s
obligations under the Transaction Documents and the Guarantors’ obligations under the Guaranties, as applicable;


 


WHEREAS, in connection
with the execution of the 2020 Securities Purchase Agreement, the Company, the Collateral Agent and the grantors parties thereto
executed that certain Security and Pledge Agreement, dated as of June 9, 2020 (the “Existing Security
Agreement”); WHEREAS, the parties hereto wish to amend and restate the Existing Security Agreement in its entirety as
provided for herein for the purpose of granting the Collateral Agent, for the benefit of the Noteholders, a valid, enforceable, and
perfected security interest in all personal property of each Grantor to secure all of the Company’s obligations under the
Transaction Documents and the Guarantors’ obligations under the Guaranties, as applicable; and


 






     


     


    

 


WHEREAS, the Grantors are Affiliates
that are part of a common enterprise such that each Grantor will derive substantial direct and indirect financial and other benefits from
the consummation of the transactions contemplated under the Transaction Documents and, accordingly, the consummation of such transactions
are in the best interests of each Grantor;


 


NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Grantor
agrees with the Collateral Agent, for the benefit of the Collateral Agent and the Noteholders to restate the Existing Security Agreement,
as follows:


 


Section
1. Definitions.


 


(a)
Reference is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms thereof. All terms used
in this Agreement and the recitals hereto which are defined in the Securities Purchase Agreement, the Notes or in the Code (as defined
below), and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms
used herein which are defined in the Code on the date hereof shall continue to have the same meaning notwithstanding any replacement or
amendment of the Code except as the Collateral Agent may otherwise reasonably determine.


 


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


 


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


 


“Affiliate”
shall have the meaning given to such term in the Notes.


 


“Bankruptcy Code”
means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable bankruptcy, insolvency
or similar laws).


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or
required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any
governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The
City of New York generally are open for use by customers on such day.


 






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“Buyer”
or “Buyers” shall have the meaning set forth in the recitals hereto.


 


“Capital Stock”
means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock (including, without limitation, any warrants, options, rights or other securities
exercisable or convertible into equity interests or securities of such Person), and (ii) with respect to any Person that is not a corporation,
an individual, a trust, or a Governmental Authority, any and all partnership, membership or other equity interests of such Person, if
any.


 


“Closing Date”
means the date the Company initially issues the Notes pursuant to the terms of the Securities Purchase Agreement.


 


“Code”
means Articles 8 or 9 of the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Code” means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect
of perfection or non-perfection or priority.


 


“Collateral”
shall have the meaning set forth in Section 2(a) of this Agreement.


 


“Collateral Agent”
shall have the meaning set forth in the preamble hereto.


 


“Company”
shall have the meaning set forth in the preamble hereto.


 


“Controlled Account
Agreement” means a deposit account control agreement or securities account control agreement with respect to a Pledged Account,
in form and substance satisfactory to the Collateral Agent, as the same may be amended, modified, supplemented, extended, renewed, restated
or replaced from time to time.


 


“Controlled Accounts”
means the Deposit Accounts, Commodity Accounts, Securities Accounts, and/or Foreign Currency Controlled Account of the Grantors listed
on Schedule IV attached hereto.


 


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


 


“Copyrights”
means all domestic and foreign copyrights, whether registered or not, including, without limitation, all copyright rights throughout
the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original
works of authorship fixed in any tangible medium of expression, acquired or used by any Grantor (including, without limitation, all
copyrights described in Schedule II hereto), all applications, registrations and recordings thereof (including, without
limitation, applications, registrations and recordings in the United States Copyright Office or in any similar office or agency of
the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations,
continuations in part and extensions or renewals thereof.


 






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“Domestic Subsidiary”
means any Subsidiary other than a Foreign Subsidiary.


 


“Event of Default”
shall have the meaning set forth in Section 4(a) of the Notes.


 


“Excluded Collateral”
means: (a) the voting Capital Stock of any Foreign Subsidiary to the extent that (x) such Capital Stock represents more than 65% of the
issued and outstanding voting Capital Stock of such Foreign Subsidiary and (y) pledging more than 65% of the total outstanding voting
Capital Stock of such Foreign Subsidiary would result in an adverse tax consequence to a Grantor; and (b) any License which by its terms
would be invalidated by the applicable Grantor’s grant of a security interest in or Lien upon such License after giving effect to
the applicable anti-assignment provisions of the Code and other applicable law and other than Proceeds and receivables thereof, the assignment
of which is expressly deemed effective under the Code or other applicable law notwithstanding such prohibition; provided, however, “Excluded
Collateral” shall not include any Proceeds, products, substitutions or replacements of any Excluded Collateral (unless such Proceeds,
products, substitutions or replacements would constitute Excluded Collateral).


 


“Foreign Currency
Controlled Accounts” means any Controlled Account of the Company or its Subsidiaries holding non-United States dollar deposits
which non-United States dollar deposits are in excess of 50% of all deposits in such Controlled Account.


 


“Foreign Subsidiary”
means any Subsidiary of a Grantor organized under the laws of a jurisdiction other than the United States, any of the states thereof,
Puerto Rico or the District of Columbia.


 


“GAAP”
means U.S. generally accepted accounting principles consistently applied.


 


“Governmental Authority”
means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other political subdivision thereof
or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guaranteed Obligations”
shall have the meaning set forth in Section 2 of each Guaranty.


 


“Guarantor”
or “Guarantors” shall have the meaning set forth in the recitals hereto.


 


“Guaranty”
or “Guaranties” shall have the meaning set forth in the recitals hereto.


 


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


 






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“Intellectual Property”
means, collectively, all intellectual property rights and assets, and all rights, interests and protections that are associated with,
similar to, or required for the exercise of, any of the foregoing, however arising, under the applicable laws of any jurisdiction throughout
the world, whether registered or unregistered, including any and all: (a) Trademarks; (b) internet domain names, whether or not trademarks,
registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and
related content; (c) any accounts with LinkedIn, Twitter, Instagram, Facebook and other social media companies and the content found thereon
(to the extent that such accounts and content are transferable pursuant to the terms, conditions, and policies of each applicable social
media platform); (d) Copyrights; (e) Patents; and (f) business and technical information, databases, data collections and other confidential
and proprietary information and all rights therein.


 


“Intellectual Property
Security Agreement” means the Intellectual Property Security Agreement required to be delivered pursuant to Section 5(h)(i)
of this Agreement, in the form attached hereto as Exhibit A.


 


“Licenses”
means, collectively, the Copyright Licenses, the Trademark Licenses and the Patent Licenses.


 


“Lien”
means any mortgage, lien, pledge, charge, security interest, adverse claim or other encumbrance upon or in any property or assets.


 


“Notes”
shall have the meaning set forth in the recitals hereto.


 


“Noteholders”
means, at any time, the holders of the Notes at such time.


 


“Obligations”
shall have the meaning set forth in Section 3 of this Agreement.


 


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


 


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


 


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


 






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“Perfection Requirement”
or “Perfection Requirements” shall have the meaning set forth in Section 4(j) of this Agreement.


 


“Person”
means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization,
joint venture or other enterprise or entity or Governmental Authority.


 


“Pledged Accounts”
means all of each Grantor’s right, title and interest in all of its Deposit Accounts, Commodity Accounts and Securities Accounts
(in all cases, including, without limitation, all Controlled Accounts and Foreign Currency Control Accounts).


 


“Pledged Entity”
means, each Person listed from time to time on Schedule IV hereto as a “Pledged Entity,” together with each other Person,
any right in or interest in or to all or a portion of whose Capital Stock is acquired or otherwise owned by a Grantor after the date hereof.


 


“Pledged Equity”
means all of each Grantor’s right, title and interest in and to all of the Capital Stock of any Subsidiary now or hereafter owned
by such Grantor, regardless of class or designation, including all substitutions therefor and replacements thereof, all proceeds thereof
and all rights relating thereto, also including any certificates representing the Securities and/or Capital Stock, the right to receive
any certificates representing any of the Securities and/or Capital Stock, all warrants, options, share appreciation rights and other rights,
contractual or otherwise, in respect thereof, and the right to receive dividends, distributions of income, profits, surplus, or other
compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to
time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange
for any or all of the foregoing.


 


“Pledged Operating
Agreements” means all of each Grantor’s rights, powers and remedies under the limited liability company operating agreements
of each of the Pledged Entities that are limited liability companies, as may be amended, modified, supplemented, extended, renewed, restated
or replaced from time to time.


 


“Pledged Partnership
Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged
Entities that are partnerships, as may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.


 


“Securities Purchase
Agreement” shall have the meaning set forth in the recitals hereto.


 


“Subsidiary”
and “Subsidiaries” shall have the respective meanings given to such terms in the Securities Purchase Agreement.


 


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


 






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“Trademarks”
means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s,
assumed names, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles
of like nature, now or hereafter owned, adopted, acquired or used by any Grantor (including, without limitation, all domestic and foreign
trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s, assumed names, Internet
domain names, trade styles, designs, logos and other source or business identifiers described in Schedule II hereto), all applications,
registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent
and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political
subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by such
marks and all customer lists, formulae and other Records of any Grantor relating to the distribution of products and services in connection
with which any of such marks are used; provided that “Trademarks” shall not include any intent-to-use trademark application
to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability
of such intent-to-use trademark applications under applicable federal law


 


Section
2. Grant of Security
Interest.


 


(a)
As collateral security for the due and punctual payment and performance of all of the Obligations, as and when due, each Grantor
hereby pledges and assigns to the Collateral Agent, for itself and for the benefit of the Noteholders, and grants to the Collateral Agent,
for itself and for the benefit of the Noteholders, a continuing security interest in, all personal property and assets of such Grantor,
wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind, nature and description,
whether tangible or intangible (collectively, the “Collateral”), including, without limitation, the following:


 


(i)
all Accounts;


 


(ii)
all Chattel Paper (whether tangible or Electronic Chattel Paper);


 


(iii) all Commercial Tort
Claims, including, without limitation, those specified on Schedule VI hereto;


 


(iv) all Documents;


 


(v)
all Equipment;


 


(vi) all Fixtures;


 


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


 




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(viii)
 all Goods;


 


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


 


(x)
all Inventory;


 


(xi)
all Investment Property (and, regardless of whether classified as Investment Property under the Code, all Pledged Equity, Pledged
Operating Agreements and Pledged Partnership Agreements);


 


(xii)
all Intellectual Property and all Licenses;


 


(xiii) all Letter-of-Credit
Rights;


 


(xiv) all Pledged Accounts,
all cash and other property from time to time deposited therein, and all monies and property in the possession or under the control of
the Collateral Agent or any Noteholder or any Affiliate, representative, agent or correspondent of the Collateral Agent or any such Noteholder;


 


(xv) all
Supporting Obligations;


 


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


 


(xvii) all Proceeds, including
all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;


 


in each case howsoever any Grantor’s interest
therein may arise or appear (whether by ownership, security interest, claim or otherwise).


 


(b)
Notwithstanding anything herein to the contrary, the term “Collateral” shall not include any Excluded Collateral.


 


(c) Each Grantor agrees
not to further encumber, or permit any other Lien (subject to Permitted Liens under and as defined in the Notes) to exist that
encumbers, any of its Copyrights, Copyright applications, Copyright registrations and like protections in each work of authorship
and derivative work, whether published or unpublished, any Licenses, Patents, Patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, Trademarks, service
marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of
the business of such Grantor connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to
unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, in
each case without the Collateral Agent’s prior written consent (which consent may be withheld or given in the Collateral
Agent’s sole discretion).


 






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(d)
The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of any and all Persons now or hereafter
existing who is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges or
other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of the Collateral Agent, which pledge
agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction.
With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take
such actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.


 


(e)
In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce the
Buyers as aforesaid, each Grantor hereby grants to the Collateral Agent, for itself and for the ratable benefit of the Noteholders, a
right of set-off against the property of such Grantor held by the Collateral Agent, for itself and for the ratable benefit of the Noteholders,
consisting of Collateral now or hereafter in the possession or custody of or in transit to the Collateral Agent, for any purpose, including
safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power; provided
that such right shall only be exercised after an Event of Default has occurred and is continuing.


 


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


 


(a) (i) the payment by the
Company and each Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or
otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes
and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and
payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of,
interest, make-whole and other amounts due and payable on the Notes (including, without limitation, all interest, make-whole and
other amounts that accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such
interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract
causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this
Agreement or any of the Transaction Documents; and


 


(b)
the due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any
of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under
the Notes.


 






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Section
4. Representations
and Warranties. The Grantors jointly and severally represent and warrant as follows:


 


(a)
Schedule I hereto sets forth (i) the exact legal name of each Grantor, and (ii) the state of incorporation, organization
or formation and the organizational identification number of each Grantor in such state. The information set forth in Schedule I
hereto with respect to such Grantor is true and accurate in all respects. Such Grantor has not previously changed its name (or operated
under any other name) within the past five years, jurisdiction of organization or organizational identification number from those set
forth in Schedule I hereto except as disclosed in Schedule I hereto.


 


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


 


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


 


(d)
All Equipment, Fixtures, Goods and Inventory of each Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory
of each Grantor hereafter existing will be, located and/or based at the addresses specified therefor in Schedule III hereto, except
that each Grantor will give the Collateral Agent written notice of any change in the location of any such Collateral within 20 days of
such change, other than transport for sale, delivery, or repair in the ordinary course of business or to locations set forth on Schedule III
hereto. Each Grantor’s principal place of business and chief executive office, the place where each Grantor keeps its Records concerning
the Collateral and all originals of all Chattel Paper are located and will continue to be located at the addresses specified therefor
in Schedule III hereto. None of the Accounts is or will be evidenced by Promissory Notes or other Instruments.


 


(e) Set forth in Schedule
IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) each Promissory Note, Security (other than any
Security held in the Securities Account) and other Instrument owned by each Grantor, (ii) each Pledged Account of each Grantor,
together with the name and address of each institution at which each such Pledged Account is maintained, the account number for each
such Pledged Account and a description of the purpose of each such Pledged Account and (iii) the name of each Foreign Currency Controlled
Account, together with the name and address of each institution at which each such Foreign Currency Controlled Account is maintained
and the amount of cash or cash equivalents held in each such Foreign Currency Controlled Account. Set forth in Schedule II hereto
is a complete and correct list of each trade name used by each Grantor and the name of, and each trade name used by, each Person from
which each Grantor has acquired any substantial part of the Collateral.


 


(f) Each Grantor has
delivered to the Collateral Agent complete and correct copies of each License described in Schedule II hereto, including all
schedules and exhibits thereto, which represent all of the Licenses of the Grantors existing on the date of this Agreement. Each
such License sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and
there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby or the
rights of such Grantor or any of its Affiliates in respect thereof. Each material License now existing is, and any material License
entered into in the future will be, the legal, valid and binding obligation of the parties thereto, enforceable against such parties
in accordance with its terms. To its knowledge, no default under any material License by any such party has occurred, nor does any
defense, offset, deduction or counterclaim exist thereunder in favor of any such party.


 






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(g)
Each Grantor owns and controls, or otherwise possesses adequate rights to use, all of its Intellectual Property, which is the only
Intellectual Property necessary to conduct its business in substantially the same manner as conducted as of the date hereof. Schedule
II hereto sets forth a true and complete list of all Intellectual Property and Licenses owned or used by each Grantor as of the date
hereof, and applications for grant or registration of Intellectual Property. To the knowledge of each Grantor, all such Intellectual Property
of such Grantor is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, is valid and enforceable and
has not been abandoned in whole or in part, except for Intellectual Property that, in the reasonable business judgment of such Grantor,
is not necessary to conduct its business. Except as set forth in Schedule II, no such Intellectual Property is the subject
of any licensing or franchising agreement. Except as set forth in Schedule II, no Grantor has any knowledge of any infringement
upon or conflict with the Patent, Trademark, Copyright, trade secret rights of others and, each Grantor is not now infringing or in conflict
with any Patent, Trademark, Copyright, trade secret or similar rights of others, and to the knowledge of each Grantor, no other Person
is now infringing or in conflict in any material respect with any such properties, assets and rights owned or used by each Grantor. No
Grantor has received any written notice that it is violating or has violated the Trademarks, Patents, Copyrights, inventions, trade secrets,
proprietary information and technology, know-how, formulae, rights of publicity or other intellectual property rights of any third party.


 


(h) Each Grantor is and
will be at all times the sole and exclusive owner of the Collateral pledged by such Grantor hereunder free and clear of any Liens,
except for Permitted Liens thereon. No effective financing statement or other instrument similar in effect covering all or any part
of the Collateral is on file in the recording or filing office of the jurisdiction of incorporation of the applicable Grantor except
such as (i) may have been filed in favor of the Collateral Agent and/or the Noteholders relating to this Agreement or the other
Transaction Documents, and (ii) are securing Permitted Liens as of the date hereof and disclosed on Schedule VII hereto.


 


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


 


(j)
No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, is required for (i) the
grant by each Grantor, or the perfection, of the security interest purported to be created hereby in the Collateral, or (ii) the
exercise by the Collateral Agent of any of its rights and remedies hereunder, except for (A) the filing under the Code as in effect
in the applicable jurisdiction of the financing statements described in Schedule V hereto, all of which financing statements will
be filed by the Collateral Agent on or about the date hereof, (B) with respect to all Pledged Accounts, and all cash and other property
from time to time deposited therein, the execution of a Controlled Account Agreement with the depository or other institution with which
the applicable Pledged Accounts are maintained, as provided in Section 5(h)(i), (C) with respect to Commodity Contracts,
the execution of a control agreement with the commodity intermediary with which such Commodity Contract is carried, as provided in Section 5(h)(i)
(D) with respect to the perfection of the security interest created hereby in the United States Intellectual Property and Licenses,
the recording of the appropriate Intellectual Property Security Agreement in the United States Patent and Trademark Office or the United
States Copyright Office, as applicable, (E) with respect to the perfection of the security interest created hereby in foreign Intellectual
Property and Licenses, registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions
relating to such foreign Intellectual Property and Licenses, (F) with respect to the perfection of the security interest created hereby
in any Letter-of-Credit Rights, the consent of the issuer of the applicable letter of credit to the assignment of proceeds as provided
in the Code as in effect in the applicable jurisdiction, (G) with respect to Investment Property constituting uncertificated securities,
the applicable Grantor causing the issuer thereof either (i) to register the Collateral Agent as the registered owner of such securities
or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions
with respect to such securities originated by the Collateral Agent without further consent of such Grantor, such authenticated record
to be in form and substance satisfactory to the Collateral Agent, (H) with respect to Investment Property constituting certificated securities
or instruments, such items to be delivered to and held by or on behalf of the Collateral Agent pursuant hereto in suitable form for transfer
by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to
the Collateral Agent, (I) with respect to any action that may be necessary to obtain control of Collateral constituting Commodity Contracts,
Electronic Chattel Paper or Letter-of-Credit Rights, the taking of such actions, and (J) the Collateral Agent having possession of all
Documents, Chattel Paper, Instruments and cash constituting Collateral (subclauses (A) through (J) each a “Perfection Requirement”
and collectively, the “Perfection Requirements”).


 




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(k)
 This Agreement creates in favor of the Collateral Agent a legal, valid and enforceable security interest in the Collateral, as
security for the Obligations. The performance of the Perfection Requirements results in the perfection of such security interest in the
Collateral. Such security interest is (or in the case of Collateral in which each Grantor obtains rights after the date hereof, will be),
subject only to Permitted Liens and the Perfection Requirements, a first priority, valid, enforceable and perfected security interests
in all personal property of each Grantor (other than Excluded Collateral). Such recordings and filings and all other action necessary
to perfect and protect such security interest have been or will be duly taken by within 5 Business Days of the date hereof (and, in the
case of Collateral in which any Grantor obtains rights after the date hereof, will be duly taken), except for the Collateral Agent’s
having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral after the date hereof and the other actions,
filings and recordations described above, including the Perfection Requirements.


 


(l)
As of the date hereof, no Grantor holds any Commercial Tort Claims or has knowledge of any pending Commercial Tort Claims, except
for the Commercial Tort Claims described in Schedule VI.


 


(m)
All of the Pledged Equity is presently owned by the applicable Grantor as set forth in Schedule IV, and is presently represented
by the certificates listed on Schedule IV hereto (if certificated). As of the date hereof, there are no existing options, warrants,
calls or commitments of any character whatsoever relating to the Pledged Equity other than as contemplated and permitted by the Transaction
Documents. Each Grantor is the sole holder of record and the sole beneficial owner of the Pledged Equity, as applicable. None of the Pledged
Equity has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction
to which such issuance or transfer may be subject. The Pledged Equity constitutes 100% or such other percentage as set forth on Schedule IV
of the issued and outstanding shares of Capital Stock of the applicable Pledged Entity.


 


(n)
Such Grantor (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, (ii) has all requisite corporate,
limited liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated
and to execute and deliver this Agreement and each other Transaction Document to which such Grantor is a party, and to consummate the
transactions contemplated hereby and thereby and (iii) is duly qualified to do business and is in good standing in each jurisdiction in
which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary,
except where the failure to be so qualified would not result in a Material Adverse Effect.


 


(o) The execution,
delivery and performance by each Grantor of this Agreement and each other Transaction Document to which such Grantor is a party (i)
have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (ii) do not and will
not contravene its charter or by-laws, limited liability company or operating agreement, certificate of partnership or partnership
agreement, as applicable, or any applicable law or any contractual restriction binding on such Grantor or its properties, (iii) do
not and will not result in or require the creation of any Lien (other than pursuant to any Transaction Document) upon or with
respect to any of its assets or properties, and (iv) do not and will not result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its
operations or any of its assets or properties.


 






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(p)
This Agreement and each of the other Transaction Documents to which any Grantor is or will be a party, when delivered, will be,
a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and
equitable principles (regardless of whether enforcement is sought in equity or at law).


 


(q)
There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


Section
5. Covenants
as to the Collateral. So long as any of the Obligations shall remain outstanding, unless the Collateral Agent shall otherwise consent
in writing:


 


(a) Further
Assurances. Each Grantor will, at its expense, at any time and from time to time, promptly execute and deliver all further
instruments and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect
and protect the security interest of the Collateral Agent created hereby; (ii) enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder in respect of the Collateral, including, without limitation, the Controlled Accounts; or
(iii) otherwise effect the purposes of this Agreement, including, without limitation: (A) marking conspicuously all
Chattel Paper and each License and, at the request of the Collateral Agent, each of its Records pertaining to the Collateral with a
legend, in form and substance satisfactory to the Collateral Agent, indicating that such Chattel Paper, License or Collateral is
subject to the security interest created hereby, (B) delivering and pledging to the Collateral Agent each Promissory Note,
Security (subject to the limitations set forth in Section 2), Chattel Paper or other Instrument, now or hereafter owned
by any Grantor, duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance
satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if any, that any Grantor’s signature is
required thereon) or authenticating the filing of, such financing or continuation statements, or amendments thereto, as may be
necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interest created hereby,
(D) furnishing to the Collateral Agent from time to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral in each case as the Collateral Agent may reasonably request, all
in reasonable detail, (E) if any Collateral shall be in the possession of a third party, notifying such Person of the
Collateral Agent’s security interest created hereby and obtaining a written acknowledgment from such Person, in form and
substance reasonably satisfactory to the Collateral Agent, that such Person holds possession of the Collateral for the benefit of
the Collateral Agent (for the benefit the Noteholders), (F) if at any time after the date hereof, any Grantor acquires or holds
any Commercial Tort Claim, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief
description of such Commercial Tort Claim and granting to the Collateral Agent a security interest therein and in the proceeds
thereof, which writing shall incorporate the provisions hereof and shall be in form and substance satisfactory to the Collateral
Agent, (G) upon the acquisition after the date hereof by any Grantor of any motor vehicle or other Equipment subject to a
certificate of title or ownership (other than a motor vehicle or Equipment that is subject to a purchase money security interest),
causing the Collateral Agent to be listed as the lienholder on such certificate of title or ownership and delivering evidence of the
same to the Collateral Agent in accordance with Section 5(j) hereof; and (H) taking all actions required by the Code or
by other law, as applicable, in any relevant Code jurisdiction, or by other law as applicable in any foreign jurisdiction.


 


(b)
Location of Collateral. Each Grantor will keep the Collateral, other than Collateral that is in transport for sale, delivery,
or repair in the ordinary course of business, (i) at the locations specified therefor on Schedule III hereto, or (ii) at such other
locations set forth on Schedule III and with respect to which the Collateral Agent has filed financing statements and otherwise
fully perfected its Liens thereon, or (iii) at such other locations in the United States, provided that 30 days prior to any change in
the location of any Collateral to such other location, or upon the acquisition of any Collateral to be kept at such other locations, the
Grantors shall give the Collateral Agent written notice thereof and deliver to the Collateral Agent a new Schedule III indicating
such new locations and such other written statements and schedules as the Collateral Agent may require.


 






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(c)
Condition of Equipment. Each Grantor will maintain or cause to be maintained and preserved in good condition, repair and
working order, ordinary wear and tear excepted, the Equipment (necessary or useful to its business) and will forthwith, or in the case
of any loss or damage to any Equipment of any Grantor within a commercially reasonable time after the occurrence thereof, make or cause
to be made all repairs, replacements and other improvements in connection therewith which are necessary or desirable, consistent with
past practice in such Grantor’s reasonable business judgment, or which the Collateral Agent may request to such end. Any Grantor
will promptly furnish to the Collateral Agent a statement describing in reasonable detail any such loss or damage in excess of $25,000
per occurrence to any Equipment.


 


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


 


(e)
Insurance.


 


(i) Each Grantor will,
at its own expense, maintain insurance (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such
amounts and covering such risks, in such form and with responsible and reputable insurance companies or associations as is required
by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business
practice by companies in similar businesses similarly situated and in any event, in amount, adequacy and scope reasonably
satisfactory to the Collateral Agent.


 


(ii) 
 To the extent requested by the Collateral Agent at any time and from time to time, each such policy for liability insurance shall
provide for all losses to be paid on behalf of the Collateral Agent and any Grantor as their respective interests may appear, and each
policy for property damage insurance shall provide for all losses to be adjusted with, and paid directly to, the Collateral Agent. In
addition to and without limiting the foregoing, to the extent requested by the Collateral Agent at any time and from time to time, each
such policy shall in addition (A) name the Collateral Agent as an additional insured party and/or loss payee, as applicable, thereunder
(without any representation or warranty by or obligation upon the Collateral Agent) as its interests may appear, (B) contain an agreement
by the insurer that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction
or breach of representation or warranty by any Grantor, (C) provide that there shall be no recourse against the Collateral Agent for
payment of premiums or other amounts with respect thereto, and (D) provide that at least 30 days’ prior written notice of cancellation,
lapse, expiration or other adverse change shall be given to the Collateral Agent by the insurer. Any Grantor will, if so requested by
the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance (including certificates demonstrating
compliance with this Section 5(e)) and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker
with respect to such insurance. Any Grantor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment
of such insurance policies and cause the respective insurers to acknowledge notice of such assignment.


 


(iii)
Reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 5(e) may be paid directly
to the Person who shall have incurred liability covered by such insurance. In the case of any loss involving damage to Equipment or Inventory,
to the extent paragraph (iv) of this Section 5(e) is not applicable, any proceeds of insurance involving such damage shall
be paid to the Collateral Agent, and any Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment
or Inventory, and any proceeds of insurance maintained by any Grantor pursuant to this Section 5(e) (except as otherwise provided
in paragraph (iv) in this Section 5(e)) shall be paid by the Collateral Agent to any Grantor as reimbursement for the reasonable
costs of such repairs or replacements.


 


(iv) Notwithstanding anything
to the contrary in subsection 5(e)(iii) above, following and during the continuance of an Event of Default, all insurance payments in
respect of each Grantor’s properties and business shall be paid to the Collateral Agent and applied as specified in Section 7(b)
hereof.


 






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(f)  Provisions
Concerning the Accounts and the Licenses.


 


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


 


(ii)
Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts
due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction,
will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of
the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and
during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts
to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor
thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and
to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or
payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from
the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s
rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence,
(A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust
for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor
and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied
as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account
or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence
and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of
the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation,
any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such
deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion
of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items
so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof.


 


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


 


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


 


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


 


(g)
Transfers and Other Liens.


 


(i)
Except as otherwise expressly permitted in the other Transaction Documents, no Grantor shall, directly or indirectly, sell, lease,
license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any Collateral whether in a single transaction or
a series of related transactions, other than (A) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of
such assets or rights by such Grantor for value in the ordinary course of business consistent with past practices and (B) sales of Inventory
and product in the ordinary course of business.


 






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(ii)
Except as permitted under Section 14(e) of the Notes, no Grantor shall, directly or indirectly, redeem, repurchase or declare or
pay any cash dividend or distribution on any of its Capital Stock.


 


(iii)
No Grantor shall, directly or indirectly, without the prior written consent of the Required Holders, (A) issue any Notes (other
than as contemplated by the Securities Purchase Agreement and the Notes) or (B) issue any other securities that would cause a breach or
default under the Notes or the Securities Purchase Agreement.


 


(iv)
No Grantor shall enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind)
with any Affiliate, except in the ordinary course of business in a manner and to an extent consistent with past practice and necessary
or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it than would be obtainable
in a comparable arm’s length transaction with a Person that is not an Affiliate thereof.


 


(v)
No Grantor will create, suffer to exist or grant any Lien upon or with respect to any Collateral other than a Permitted Lien.


 


(h)
Intellectual Property.


 


(i) If applicable, each
Grantor shall duly execute and deliver the applicable Intellectual Property Security Agreement. Each Grantor (either itself or
through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Intellectual
Property in full force and effect, including, without limitation, using the proper statutory notices, numbers and markings (relating
to patent, trademark and copyright rights) and using the Trademarks on each applicable trademark class of goods in order to so
maintain the Trademarks in full force and free from any claim of abandonment for non-use, and each Grantor will not (nor permit any
licensee thereof to) do any act or knowingly omit to do any act whereby any Intellectual Property may become abandoned, cancelled or
invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, no Grantor shall
have an obligation to use or to maintain any Intellectual Property (A) that relates solely to any product or work, that is no
longer necessary or material and has been, or is in the process of being, discontinued, abandoned or terminated in the ordinary
course of business and consistent with the exercise of reasonable business judgment, (B) that is being replaced with Intellectual
Property substantially similar to the Intellectual Property that may be abandoned or otherwise become invalid, so long as the
failure to use or maintain such Intellectual Property does not materially adversely affect the validity of such replacement
Intellectual Property and so long as such replacement Intellectual Property is subject to the Lien created by this Agreement and
does not have a material adverse effect on the business of any Grantor or (C) that is substantially the same as another Intellectual
Property that is in full force, so long as the failure to use or maintain such Intellectual Property does not materially adversely
affect the validity of such replacement Intellectual Property and so long as such other Intellectual Property is subject to the Lien
and security interest created by this Agreement and does not have a material adverse effect on the business of any Grantor. Each
Grantor will cause to be taken all reasonably necessary steps in any proceeding before the United States Patent and Trademark Office
and the United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to
maintain each registration of the Intellectual Property and application for registration of Intellectual Property (other than the
Intellectual Property described in the proviso to the immediately preceding sentence), including, without limitation, filing of
renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of
maintenance fees, filing fees, taxes or other governmental fees. If any Intellectual Property (other than Intellectual Property
described in the proviso to the second sentence of subsection (i) of this clause (h)) is infringed, misappropriated, diluted or
otherwise violated in any material respect by a third party, each Grantor shall (x) upon learning of such infringement,
misappropriation, dilution or other violation, promptly notify the Collateral Agent and (y) promptly sue for infringement,
misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such
infringement, misappropriation, dilution or other violation, or take such other actions as such Grantor shall deem appropriate under
the circumstances to protect such Intellectual Property. Each Grantor shall furnish to the Collateral Agent from time to time upon
its request statements and schedules further identifying and describing the Intellectual Property and Licenses and such other
reports in connection with the Intellectual Property and Licenses as the Collateral Agent may reasonably request, all in reasonable
detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements,
schedules or reports, each Grantor shall modify this Agreement by amending Schedule II hereto, as the case may be, to include
any Intellectual Property and License, as the case may be, which is or hereafter becomes part of the Collateral under this Agreement
and shall execute and authenticate such documents and do such acts as shall be necessary or, in the reasonable judgment of the
Collateral Agent, desirable to subject such Intellectual Property and Licenses to the Lien and security interest created by this
Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default,
no Grantor may abandon, surrender or otherwise permit any Intellectual Property to become abandoned, cancelled or invalid without
the prior written consent of the Collateral Agent, and if any Intellectual Property is infringed, misappropriated, diluted or
otherwise violated in any material respect by a third party, each Grantor will take such reasonable action as the Collateral Agent
shall deem appropriate under the circumstances to protect such Intellectual Property.


 






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(ii)
In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the
registration of any Patent, Trademark or Copyright or the United States Copyright Office or the United States Patent and Trademark Office,
as applicable, or in any similar office or agency of the United States or any country or any political subdivision thereof unless it gives
the Collateral Agent prior written notice thereof. Upon request of the Collateral Agent, any Grantor shall execute, authenticate and deliver
any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the
Collateral Agent’s security interest hereunder in such Intellectual Property and the General Intangibles of any Grantor relating
thereto or represented thereby, and each Grantor hereby appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate
and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being
coupled with an interest) shall be irrevocable until all Obligations are Paid in Full.


 


(i)
Pledged Accounts.


 


(A) Each Grantor shall
cause each bank and other financial institution which maintains a Controlled Account (each a “Controlled Account
Bank”) to execute and deliver to the Collateral Agent, in form and substance satisfactory to the Collateral Agent, a
Controlled Account Agreement with respect to such Controlled Account, duly executed by each Grantor and such Controlled Account
Bank, pursuant to which such Controlled Account Bank among other things shall irrevocably agree, with respect to such Controlled
Account, that (i) at any time after any Grantor, the Collateral Agent or any Buyer shall have notified such Controlled Account Bank
that an Event of Default has occurred or is continuing, such Controlled Account Bank will comply with any and all instructions
originated by the Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by such
Grantor, (ii) such Controlled Account Bank shall waive, subordinate or agree not to exercise any rights of setoff or recoupment or
any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly
related to the administration of such Controlled Account and for returned checks or other items of payment, (iii) at any time after
any Grantor, the Collateral Agent or any Buyer shall have notified such Controlled Account Bank that an Event of Default has
occurred or is continuing, with respect to each such Controlled Account, such Controlled Account Bank shall not comply with any
instructions, directions or orders of any form with respect to such Controlled Accounts other than instructions, directions or
orders originated by the Collateral Agent, (iv) all funds deposited by any Grantor with such Controlled Account Bank shall be
subject to a perfected, first priority security interest in favor of the Collateral Agent, and (v) upon receipt of written notice
from the Collateral Agent during the continuance of an Event of Default, such Controlled Account Bank shall immediately send to the
Collateral Agent by wire transfer (to such account as the Collateral Agent shall specify, or in such other manner as the Collateral
Agent shall direct) all such funds and other items held by it. No Grantor shall create or maintain any Pledged Account without the
prior written consent of the Collateral Agent and complying with the terms of this Agreement.


 


(B) If at any time after the
Closing Date, the average daily balance of any Account that is not subject to a Controlled Account Agreement exceeds $50,000 during any
calendar month (including the calendar month in which the Closing Date occurs), the Company shall, either (x) within two (2) Business
Days following such date, transfer to a Controlled Account an amount sufficient to reduce the total aggregate amount of the cash in such
Account to an amount not in excess of $50,000 or (y) within twenty-one (21) calendar days following the last day of such calendar month,
deliver to the Collateral Agent a Controlled Account Agreement with respect to such Account, duly executed by such Grantor and the depositary
bank in which such Account is maintained.


 


(C) Notwithstanding anything
to the contrary contained in Section 5(i)(B) above, and without limiting any of the foregoing, if at any time after the Closing
Date, the total aggregate amount of the cash of the Company and any of its Subsidiaries, in the aggregate, that is not held in a Controlled
Account, with respect to any Accounts worldwide exceeds $100,000 (the “Maximum Free Cash Amount”), the Company shall
within two (2) Business Days following such date, either (x) transfer to a Controlled Account an amount sufficient to reduce the total
aggregate amount of the cash that is not held in a Controlled Account to an amount not in excess of the Maximum Free Cash Amount or (y)
deliver to the Collateral Agent a Controlled Account Agreement with respect to such Account (or Accounts), duly executed by such Grantor
and the depositary bank in which such Account (or Accounts) is maintained, as necessary to reduce the total aggregate amount of the cash
that is not held in a Controlled Account to an amount not in excess of the Maximum Free Cash Amount.


 






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(j)
Motor Vehicles.


 


(i)
Upon the Collateral Agent’s written request, each Grantor, for motor vehicles with a value in excess of $25,000 shall deliver
to the Collateral Agent originals of the certificates of title or ownership, if physical and not electronic, owned by it, with the Collateral
Agent listed as lienholder, for the benefit of the Noteholders.


 


(ii)
Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination
of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate
Governmental Authorities to enable motor vehicles now owned or hereafter acquired with a value in excess of $25,000 by such Grantor to
be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and
(C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor
as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose
of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral
Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are
Paid in Full.


 


(iii)  Any certificates of
title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered
thereby.


 


(iv)
So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall
execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral
Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall
be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such
motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company
therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds.
Any net proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied
to the Obligations then outstanding.


 


(k)
Control. Each Grantor hereby agrees to take any or all action that may be necessary or that the Collateral Agent may reasonably
request in order for the Collateral Agent to obtain “control” in accordance with Sections 9-105 through 9-107 of the Code
with respect to the following Collateral: (i) Electronic Chattel Paper, (ii) Investment Property, and (iii) Letter-of-Credit Rights.


 


(l)
Inspection and Reporting. Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such
professionals or other Persons as the Collateral Agent may designate (at Grantors’ sole cost and expense), during business hours
and upon reasonable, prior written notice, (i) to examine and make copies of and abstracts from any Grantor’s records and books
of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and other
assets of any Grantor from time to time, and (iv) to conduct audits, physical counts, appraisals and/or valuations, examinations
at the locations of any Grantor; provided that, unless a Default or an Event of Default has occurred and is continuing, such examinations
and inspections shall be limited to four visits per calendar year. Each Grantor shall also permit the Collateral Agent, or any agent or
representatives thereof or such attorneys, accountants or other professionals or other Persons as the Collateral Agent may designate to
discuss such Grantor’s affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants
or any of its other representatives. Without limiting the foregoing, the Collateral Agent may, upon no less than two (2) days’ written
notice to the Company, in the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent, or in the name of any
Grantor direct such Grantor to communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties
to contracts with such Grantor and/or obligors in respect of Instruments of such Grantor to verify with such Persons, to the Collateral
Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment
intangibles and/or other receivables.


 






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(m) Future
Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation of such Subsidiary
or within 3 Business Days of the acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary,
cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the
Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV
to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such
Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the
Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock
certificates representing all or 65%, as applicable, of the Capital Stock of such Subsidiary, along with undated stock powers for
each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence
reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to
and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local
or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and
substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request
with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby
authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any
updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree
that the pledge of the shares of Capital Stock acquired by a Grantor of a Foreign Subsidiary may be supplemented by one or more
separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by
the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital
Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the
Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that
will result in the perfection of the Lien created in such shares of Capital Stock.


 


Section
6. Additional
Provisions Concerning the Collateral.


 


(a)
To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute
any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents
in such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time
to file, one or more financing or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation,
any such financing statements that (A) describe the Collateral as “all assets” or “all personal property” (or
words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine
regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the Code or whether any particular asset
of such Grantor constitutes part of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of the Code
for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without limitation,
whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor)
and (iii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements,
or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering
the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.


 


(b) Each Grantor hereby irrevocably
appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Grantor and in the
name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion, to take any action and to execute any
instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without
limitation, (i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 5(e) hereof,
(ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due
under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel
paper in connection with clause (i) or (ii) above, (iv) to file any claims or take any action or institute any proceedings which the
Collateral Agent may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of the Collateral
Agent and the Noteholders with respect to any Collateral, (v) to execute assignments, licenses and other documents to enforce the rights
of the Collateral Agent and the Noteholders with respect to any Collateral, and (vi) during the continuation of an Event of Default,
to verify any and all information with respect to any and all Accounts. This power is coupled with an interest and is irrevocable until
all of the Obligations are Paid in Full.


 






    19


     


    

 


(c) For the purpose of
enabling the Collateral Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the
extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any
Grantor) to use, assign, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, wherever
the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded
or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything contained herein to
the contrary, but subject to the provisions of the Securities Purchase Agreement that limit the right of any Grantor to dispose of
its property, and Section 5(g) and Section 5(h) hereof, so long as no Event of Default shall have occurred
and be continuing, any Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions
with respect to the Intellectual Property in the ordinary course of its business and as otherwise expressly permitted by any of the
other Transaction Documents. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the
Collateral Agent shall from time to time, upon the request of any Grantor, execute and deliver any instruments, certificates or
other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor’s
judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this clause
(c) as to any Intellectual Property). Further, upon the Payment in Full of all of the Obligations, the Collateral Agent (subject to Section 10(e)
hereof) shall release and reassign to any Grantor all of the Collateral Agent’s right, title and interest in and to the
Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and
remedies hereunder by the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore
granted by each Grantor in accordance with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent
from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken
by the Collateral Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the
Collateral Agent’s gross negligence or willful misconduct, as determined by a final determination of a court of competent
jurisdiction.


 


(d)
If any Grantor fails to perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause
performance of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the expenses of the Collateral
Agent incurred in connection therewith shall be payable by such Grantor pursuant to Section 8 hereof and shall be secured
by the Collateral.


 


(e)
The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose
any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps
to preserve rights against prior parties or any other rights pertaining to any Collateral.


 


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


 


(g)
As long as no Event of Default shall have occurred and be continuing and until written notice shall be given to the applicable
Grantor:


 


(i)
Each Grantor shall have the right, from time to time, to vote and give consents with respect to the Pledged Equity, or any part
thereof for all purposes not inconsistent with the provisions of this Agreement, the Securities Purchase Agreement or any other Transaction
Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of
impairing the position or interest of the Collateral Agent in respect of the Pledged Equity or which would authorize, effect or consent
to (unless and to the extent expressly permitted by the Securities Purchase Agreement):


 


(A) the
dissolution or liquidation, in whole or in part, of a Pledged Entity;


 


(B) the
consolidation or merger of a Pledged Entity with any other Person;


 




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(C) the
sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral
Agent;


 


(D) any
change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any
additional shares of its Capital Stock; or


 


(E) the
alteration of the voting rights with respect to the Capital Stock of a Pledged Entity.


 


(h) (i)
Each Grantor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in
respect of the Pledged Equity to the extent not in violation of the Securities Purchase Agreement other than any and all: (A)
dividends and interest paid or payable other than in cash in respect of any Pledged Equity, and instruments and other property
received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity; (B) dividends and other
distributions paid or payable in cash in respect of any Pledged Equity in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid,
payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Equity; provided,
however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement;
and


 


(ii) all
dividends and interest (other than such cash dividends and interest as are permitted to be paid to any Grantor in accordance with clause
(i) above) and all other distributions in respect of any of the Pledged Equity, whenever paid or made, shall be delivered to the Collateral
Agent to hold as Pledged Equity and shall, if received by any Grantor, be received in trust for the benefit of the Collateral Agent (for
the benefit the Noteholders), be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral
Agent as Pledged Equity in the same form as so received (with any necessary endorsement).


 






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Section
7. Remedies Upon
Event of Default; Application of Proceeds. If any Event of Default shall have occurred and be continuing:


 


(a) The Collateral Agent
may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, in any other
Transaction Document or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code
(whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral,
including, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the
extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Noteholders, all payments
made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it
were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and
upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral
Agent and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably
convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by any Grantor where the
Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s
rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (iii) without
notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell the
Collateral or any part thereof in one or more parcels at public or private sale (including, without limitation, by credit bid), at
any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices
and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the
Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that,
to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10)
days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other
disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be
obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Collateral
Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims
against the Collateral Agent and the Noteholders arising by reason of the fact that the price at which its respective Collateral may
have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the
aggregate amount of the Obligations, and waives all rights that any Grantor may have to require that all or any part of such
Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of
its respective Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically
disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i)
and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the
foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of
Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any
purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance
of an Event of Default, upon 10 days’ prior notice to such Grantor, license, whether general, special or otherwise, and
whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on
such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (3) the Collateral Agent
may, at any time, pursuant to the authority granted in Section 6 hereof or otherwise (such authority being effective
upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of such Grantor, one or more
instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing,
recording or registration in any country.


 







(b) Any cash held by the
Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale or disposition of or
collection from, or other realization upon, all or any part of the Collateral shall be applied as follows (subject to the provisions
of the Securities Purchase Agreement): first, to pay any fees, indemnities or expense reimbursements then due to the
Collateral Agent (including those described in Section 8 hereof); second, to pay any fees, indemnities or expense
reimbursements then due to the Noteholders, on a pro rata basis; third to pay interest due under the Notes owing to the
Noteholders, on a pro rata basis; fourth, to pay or prepay principal in respect of the Notes, whether or not then due, owing
to the Noteholders, on a pro rata basis; fifth, to pay or prepay any other Obligations, whether or not then due, in such
order and manner as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreement. Any
surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the Payment in Full of all of the Obligations
shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall
direct.


 






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


 


(d) To the extent that
applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor
acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant
by the Collateral Agent to prepare Collateral for disposition or otherwise to transform 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 any 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 Collateral Agent against risks of loss, collection or disposition of
Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to
the extent deemed appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants, attorneys
and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor
acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by the
Collateral Agent would be commercially reasonable in the Collateral Agent’s exercise of remedies against the Collateral and
that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being
indicated in this section. Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any
rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement
or by applicable law in the absence of this section.


 






    23


     


    

 


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


 


Section
8. Indemnity
and Expenses.


 


(a)
Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders
harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including,
without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they
arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent
resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction
no longer subject to appeal.


 


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


 






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Section
9.  Notices,
Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, first-class
postage prepaid and return receipt requested), e-mailed or delivered, if to any Grantor, to the Company’s address, or if to the
Collateral Agent or any Noteholder, to it at its respective address, each as set forth in Section 9(f) of the Securities Purchase Agreement;
or as to any such Person, at such other address as shall be designated by such Person in a written notice to all other parties hereto
complying as to delivery with the terms of this Section 9. All such notices and other communications shall be effective (a)
if sent by certified mail, return receipt requested, when received or three (3) Business Days after deposited in the mails, whichever
occurs first, (b) if e-mailed, when transmitted (during normal business hours) and confirmation is received, and otherwise, the day after
the notice or communication was transmitted and confirmation is received, or (c) if delivered in person, upon delivery. For the avoidance
of doubt, all Foreign Subsidiaries, as Grantors, hereby appoint the Company as its agent for receipt of service of process and all notices
and other communications in the United States at the address specified below.


 


Section
10. Miscellaneous.


 


(a)
No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by each Grantor and the Collateral
Agent (and approved by the Required Holders), and no waiver of any provision of this Agreement, and no consent to any departure by each
Grantor therefrom, shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent (and approved by the
Required Holders), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given. No amendment, modification or waiver of this Agreement shall be effective to the extent that it (1) applies to fewer than all of
the holders of Notes or (2) imposes any obligation or liability on any holder of Notes without such holder’s prior written consent
(which may be granted or withheld in such holder’s sole discretion).


 


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


 


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


 






    25


     


    

 


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


 


(e)
Upon the Payment in Full of the Obligations, (i) this Agreement and the security interests created hereby shall terminate and all
rights to the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the Collateral
Agent will, upon any Grantor’s request and at such Grantor’s expense, (A) return to such Grantor such of the Collateral as
shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to such Grantor
such documents as such Grantor shall reasonably request to evidence such termination, all without any representation, warranty or recourse
whatsoever.


 


(f)
Governing Law; Jurisdiction; Jury Trial.


 


(i) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York.


 


(ii)  Each
Grantor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction
Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under Section 9(f) of the
Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
Nothing contained herein shall be deemed or operate to preclude the Collateral Agent or the Noteholders from bringing suit or taking
other legal action against any Grantor in any other jurisdiction to collect on a Grantor’s obligations or to enforce a
judgment or other court ruling in favor of the Collateral Agent or a Noteholder.


 




    26


     


    

 


(iii) WAIVER
OF JURY TRIAL, ETC. EACH GRANTOR IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


(iv) Each
Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding
referred to in this Section any special, exemplary, indirect, incidental, punitive or consequential damages.


 


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


 


(h)
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together constitute one and the same Agreement. Delivery of any executed
counterpart of a signature page of this Agreement by pdf, facsimile or other electronic transmission shall be effective as delivery of
a manually executed counterpart of this Agreement.


 


(i) This Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or
must otherwise be returned by the Collateral Agent, any Noteholder or any other Person (upon (i) the occurrence of any Insolvency
Proceeding of any of the Company or any Grantor or (ii) otherwise, in all cases as though such payment had not been made).


 


Section
11. Material Non-Public Information.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Agreement, unless the Company has in good faith
determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any
of its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,
non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material,
non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Collateral Agent and any
applicable Noteholder contemporaneously with delivery of such notice, and in the absence of any such indication, the Collateral Agent
and each Noteholder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information
relating to the Company or its Subsidiaries. Nothing contained in this Section 11 shall limit any obligations of the Company or any rights
of the Collateral Agent or any Noteholder, under Section 4(i) of the Securities Purchase Agreement.


 


Section
7. Amendment and Restatement. This Agreement constitutes an amendment, modification and restatement of the Existing Security
Agreement and shall not constitute a novation, extinguishment or substitution of the Obligations of the grantors under the Existing Security
Agreement or in any way release or impair the rights, duties, or obligations created pursuant to the Existing Security Agreement or any
other Transaction Documents or to release or otherwise adversely affect any lien, mortgage or security interest or any rights of the
Collateral Agent against any guarantor, surety or other party primarily or secondarily liable for any Obligation under the Existing Security
Agreement, and all of such rights, duties, obligations, and liens are assumed, ratified and affirmed by each Grantor. For the avoidance
of doubt, the Collateral and the Security Documents (each as defined in the Existing Security Agreement) continue to secure the Obligations
under the Existing Security Agreement and this Agreement, all without offset, defense or counterclaim.


 


[REMAINDER OF
THIS PAGE INTENTIONALLY LEFT BLANK]


 




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


 


	 	GRANTORS:
	 	 	 	 
	 	AKERNA CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:  	Jessica Billingsley
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	AKERNA SERVICES, LLC
	 	 	 	 
	 	By:	 
	 	 	Name:	Jessica Billingsley
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	MJ FREEWAY, LLC
	 	 	 	 
	 	By:	 
	 	 	Name:	Jessica Billingsley
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	solo sciences inc.
	 	 	 	 
	 	By:	 
	 	 	Name:	Jessica Billingsley
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	viridian sciences, inc.
	 	 	 	 
	 	By:	 
	 	 	Name:	Jessica Billingsley
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	THE NAV PEOPLE INC.
	 	 
	 	By:	 
	 	 	Name:	Jessica Billingsley
	 	 	Title:	Chief Executive Officer



 


	ACCEPTED BY:	 
	 	 	 
	HT INVESTMENTS MA LLC,	 
	as Collateral Agent	 
	 	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 





 




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EXHIBIT A


 


FORM OF INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY
AGREEMENT


 


This AMENDED AND RESTATED INTELLECTUAL
PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security
Agreement”), dated [September __, 2021], is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”)
in favor of HT INVESTMENTS MA LLC, in its capacity as collateral agent (the “Collateral Agent”) for the Noteholders.
All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as
defined below).


 


WHEREAS, Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Floor, Denver, CO 80202
(the “Company”), and each party thereto are parties to (i) the Securities Purchase Agreement, dated as of June 9,
2020 (as amended, restated, extended, replaced or otherwise modified from time to time, the “2020 Securities Purchase Agreement”)
pursuant to which the Company sold senior secured convertible notes of the Company (“2020 Notes”) to each party listed
as a “Buyer” on the Schedule of Buyers attached thereto (the “2020 Buyers”) and (ii) the Securities Purchase
Agreement dated as of the date hereof (as amended, restated, extended, replaced or otherwise modified from time to time, and together
with the 2020 Securities Purchase Agreement, the “Securities Purchase Agreement”), pursuant to which the Company shall
be required to sell, and the parties listed as “Buyers” on the Schedule of Buyers attached thereto (together with the 2020
Buyers, the “Buyers”) shall purchase or have the right to purchase, senior secured convertible notes of the Company
issued pursuant thereto (as such notes may be amended, restated, extended, replaced or otherwise modified from time to time in accordance
with the terms thereof, collectively, with the 2020 Notes, the “Notes”) and the proceeds of which shall be the Company
for general corporate purposes and, in part, to refinance the 2020 Notes;


 


WHEREAS, it is a condition precedent
to the purchase of the Notes under the Securities Purchase Agreement that each Grantor has executed and delivered a Security and Pledge
Agreement made by the Grantors to the Collateral Agent (as amended, modified, supplemented, renewed, restated or replaced from time to
time, the “Security Agreement”);


 


WHEREAS, under the terms of
the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders,
a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to
execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other
governmental authorities;


 


WHEREAS, the Grantors have determined
that the execution, delivery and performance of this IP Security Agreement directly benefits, and is in the best interest of, the Grantors;


 





WHEREAS, in connection with
the 2020 Securities Purchase Agreement, the Grantors and the Collateral Agent executed that certain Intellectual Property Security Agreement,
dated as of June 9, 2020 (the “Existing IP Security Agreement”) pursuant to which Grantors granted to the Collateral
Agent a security interest collateral set forth therein.


 






    29


     


    

 


NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Grantor
agrees with the Collateral Agent, for the benefit of the Noteholders to amend and restate the Existing IP Security Agreement, as follows:


 


SECTION 1. Grant of Security.
Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Collateral Agent and the Noteholders a security interest
in all of such Grantor’s right, title and interest in and to the following (the “Collateral”):


 


(i) the
Patents and Patent applications set forth in Schedule A hereto;


 


(ii) the
Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest
shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the
grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable
federal law), together with the goodwill symbolized thereby;


 


(iii) all
Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright
registrations and applications and exclusive copyright licenses set forth in Schedule C hereto;


 


(iv) all
reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights
in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other
rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;


 


(v) any
and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse
or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover,
such damages; and


 


(vi) any
and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting
obligations relating to, any and all of the Collateral of or arising from any of the foregoing.


 


SECTION 2. Security for Obligations.
The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations
of such Grantor now or hereafter existing under or in respect of the Notes and the Transaction Documents, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.


 


SECTION 3. Recordation.
Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks
and any other applicable government officer record this IP Security Agreement.


 






    30


     


    

 


SECTION 4. Execution in Counterparts.
This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


SECTION 5. Grants, Rights
and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each
Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the
Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which
are incorporated herein by reference as if fully set forth herein.


 


SECTION 6. Governing
Law; Jurisdiction; Jury Trial.


 


(i) All questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of
the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
York.


 


(ii) Each Grantor hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents
or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such notices to it under Section 9(f) of the Securities
Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained
herein shall be deemed or operate to preclude the Collateral Agent or the Noteholders from bringing suit or taking other legal
action against any Grantor in any other jurisdiction to collect on a Grantor’s obligations or to enforce a judgment or other
court ruling in favor of the Collateral Agent or a Noteholder.


 


(iii) WAIVER OF JURY TRIAL,
ETC. EACH GRANTOR IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


(iv) Each Grantor
irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding referred to
in this Section any special, exemplary, indirect, incidental, punitive or consequential damages.


 


Section
8.  Amendment
and Restatement. Each party hereto agrees that this Amended and Restated IP Security Agreement is an amendment and restatement of
the Existing IP Agreement in its entirety and is given in renewal and replacement (but not extinguishment) of the Existing IP Agreement.


 


[The remainder of the page is
intentionally left blank]


 




    31


     


    

 


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


 


	GRANTORS:	 
	 	 	 	 
	AKERNA CORP.	 
	 	 	 	 
	By:	 	 
	 	Name:  	Jessica Billingsley	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	Address for Notices:
	 	 	 	 
	1550 Larimer Street, #246	 
	Denver CO, 80202	 
	 	 	 	 
	AKERNA SERVICES, LLC	 
	 	 	 	 
	By:	 	 
	 	Name:	Jessica Billingsley	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	Address for Notices:	 
	 	 	 	 
	1550 Larimer Street, #246	 
	Denver CO, 80202	 
	 	 	 	 
	MJ FREEWAY, LLC	 
	 	 	 	 
	By:	 	 
	 	Name:	Jessica Billingsley	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	Address for Notices:	 
	 	 	 	 
	1550 Larimer Street, #246	 
	Denver CO, 80202	 



 






     


     


    

 


	 	 	 	 
	SOLO sciences inc.	 
	 	 
	By:	 	 
	 	Name:	Jessica Billingsley	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	Address for Notices:	 
	 	 	 	 
	1550 Larimer Street, #246	 
	Denver CO, 80202	 
	 	 	 	 
	Viridian sciences, inc.	 
	 	 
	By:	 	 
	 	Name:	Jessica Billingsley	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	Address for Notices:	 
	 	 	 	 
	1550 Larimer Street, #246	 
	Denver CO, 80202	 
	 	 
	THE NAV PEOPLE INC.	 
	 	 
	By:	 	 
	 	Name:	Jessica Billingsley	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	Address for Notices:	 
	 	 	 	 
	1550 Larimer Street, #246	 
	Denver CO, 80202