Exhibit 10.4





 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT, dated
as of __________, 2021 (this “Agreement”), is by and among PhoneBrasil International, Inc., a New Jersey corporation
(the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto or that become party hereto
following the date hereof (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”),
the Secured Parties (as defined below) and Westpark Capital Inc., as agent for the Secured Parties (as defined below) (in such capacity,
together with its successors and assigns in such capacity, the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the Company has issued
to the Purchasers Secured Convertible Promissory Notes issued as of the date hereof and due twenty-four (24) months following their issuance
on or prior to the date hereof (the “Notes”);


 


WHEREAS, pursuant to the Securities
Purchase Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”),
the Purchasers have severally agreed to extend loans to the Company evidenced by the Notes;


 


WHEREAS, in order to induce
the Purchasers to extend the loans evidenced by the Notes to the Company, each Debtor has agreed to grant to the Agent, for the benefit
of the Secured Parties, a security interest in certain property of such Debtor to secure the prompt payment, performance and discharge
in full of all of the Company’s obligations under the Notes; and


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


(v) All
commercial tort claims;


 


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


 


(vii) All
investment property;


 


(viii) All
supporting obligations;


 


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


 


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


 


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


 






    -2-


     


    

 


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


 


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


 


(c) “Necessary
Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such other
instruments or documents as the Agent (as that term is defined below) may reasonably request.


 


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


 






    -3-


     


    

 


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


 


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


 


(h) “Purchase
Agreement” shall have the meaning given to such term in the preamble.


 


(i) “Secured
Parties” means the Agent, the Purchasers from time to time party to the Purchase Agreement, any other holders of a Note and
their respective, endorsees, transferees and assigns.


 


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


 


3. Delivery
of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause
to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities (if
any), and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together
with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or have
previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities. Notwithstanding
anything contained herein, prior to any Event of Default, each Debtor shall have the right vote any Pledged Securities and receive dividends
therefrom.


  






    -4-


     


    

 


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




 


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


 


(b) Except
for Permitted Liens and as set forth on Schedule B attached hereto, the Debtors are the sole owners of the Collateral,
free and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interests. Except
as set forth on Schedule C attached hereto, there is not on file in any governmental or regulatory authority, agency
or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other
than those that will be filed in favor of the Agent for the benefit of the Secured Parties pursuant to this Agreement) covering or affecting
any of the Collateral.  Except as set forth on Schedule C attached hereto and except pursuant to this
Agreement, as long as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in
any such office or agency any other financing statement or other document or instrument (except to the extent filed or recorded in favor
of the Agent for the benefit of the Secured Parties pursuant to the terms of this Agreement).


 


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


 


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


 


(e) This
Agreement creates in favor of the Agent for the benefit of the Secured Parties a valid first priority security interest in the Collateral,
subject only to Permitted Liens, securing the payment and performance of the Obligations. Upon making the filings described in the immediately
following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing UCC financing statements
shall have been duly perfected. Except for (i) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(dd)
hereof) with respect to copyrights and copyright applications referred to in paragraph (z) in the United States Copyright Office, (ii) the
recordation of the Intellectual Property Security Agreement (as defined in Section 4(dd) hereof) with respect to patents and
trademarks of the Debtors referred to in paragraph (bb) in the United States Patent and Trademark Office, and (iii) the delivery
of the certificates and other instruments provided in Section 3, no action is necessary to create, perfect or protect the
security interests created hereunder. Without limiting the generality of the foregoing, except for the foregoing, no consent of any third
parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body
is required for (x) the execution, delivery and performance of this Agreement, (y) the creation or perfection of the Security Interests
created hereunder in the Collateral (to the extent such Collateral can be perfected by the filing of a UCC financing statement) or (z) the
enforcement of the rights of the Agent and the Secured Parties hereunder.


 






    -5-


     


    

 


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


 


(g) The
capital stock and other equity interests listed on Schedule G hereto (including all uncertificated equity interests
consisting of capital stock of any corporation as well as partnership or limited liability company interests of any other entity) (the
“Pledged Securities”) represent all of the capital stock and other equity interests of the Debtors, and represent all
capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly
issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any
lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens.


 


(h) Except
for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected,
first priority (to the extent that such liens and Security Interests can be perfected by the filing of a UCC financing statement) liens
and security interests in the Collateral in favor of the Agent for the benefit of the Secured Parties until this Agreement and the Security
Interest hereunder shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same
against the claims of any and all persons and entities. Each Debtor shall safeguard and protect all Collateral for the account of the
Secured Parties. At the request of the Agent, each Debtor will deliver to the Agent on behalf of the Secured Parties at any
time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Agent and will pay
the cost of filing the same in all public offices wherever filing is, or is deemed by the Agent to be, necessary or desirable to effect
the rights and obligations provided for herein. Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes
and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and each Debtor shall obtain and furnish
to the Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain
the priority of the Security Interests hereunder. In addition to the foregoing, each Debtor shall promptly execute and deliver to the
Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates
and assurances and take such further action as the Agent may from time to time request and may in its sole discretion deem necessary to
perfect, protect or enforce the Agent’s security interest in the Collateral, including, without limitation, if applicable, the execution
and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property
Security Agreement”) in which the Agent has been granted a security interest hereunder for the benefit of the Secured Parties,
substantially in a form reasonably acceptable to the Agent, which Intellectual Property Security Agreement, other than as stated therein,
shall be subject to all of the terms and conditions hereof.


 






    -6-


     


    

 


(i) No
Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for Permitted
Liens or non-exclusive licenses granted by a Debtor in its ordinary course of business, sales of inventory by a Debtor in its ordinary
course of business and the replacement of worn-out or obsolete equipment by a Debtor in its ordinary course of business) without the prior
written consent of the Agent.


 


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


 


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


 


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


 


(m) Upon
reasonable prior notice (so long as no Event of Default has occurred or continuing, which in either such event, no prior notice is required),
each Debtor shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and to make
copies of records pertaining to the Collateral as may be reasonably requested by the Agent from time to time.


 






    -7-


     


    

 


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


 


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


 


(p) The
Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights
and franchises material to its business. No Debtor will change its name, type of organization, jurisdiction of organization, organizational
identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at
least thirty (30) days’ prior written notice to the Agent of such change and, at the time of such written notification, such Debtor
provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted
and evidenced by this Agreement.


 


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


 


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


 


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


 


(t) (i)
The actual name of each Debtor is the name set forth in Schedule D attached hereto; (ii) no Debtor has any trade
names except as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that
stated in the preamble hereto or as set forth on Schedule E for the preceding five (5) years; and (iv) no entity has
merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule E.


 


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


 






    -8-


     


    

 


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


 


(w) Each
Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Notes.


 


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


 


(y) In
the event that, upon an occurrence of an Event of Default, Agent may sell all or any of the Pledged Securities to another party or parties
(herein called the “Transferee”) or may purchase or retain all or any of the Pledged Securities, each Debtor shall,
to the extent applicable: (i) deliver to Agent or the Transferee, as the case may be, the articles of incorporation, bylaws, minute books,
stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account, financial
records and all other Organizational Documents and records of the Debtors and their direct and indirect subsidiaries (but not including
any items subject to the attorney-client privilege related to this Agreement or any of the transactions hereunder); (ii) use its best
efforts to obtain resignations of the persons then serving as officers and directors of the Debtors and their direct and indirect subsidiaries,
if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order
to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged Securities by Agent and allow
the Transferee or Agent to continue the business of the Debtors and their direct and indirect subsidiaries.


 






    -9-


     


    

 


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


 


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


 


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


 


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


 


(dd)Each
Debtor will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive
licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business
and sales or other dispositions of Collateral in the ordinary course of business) without the prior written consent of the Agent.


 


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


 






    -10-


     


    

 


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


 


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


 


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


 


(c) The
failure by any Debtor to observe or perform any of its obligations hereunder for fifteen (15) days after delivery to such Debtor of notice
of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and
such Debtor is using best efforts to cure same in a timely fashion; or


 


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


 


7. Duty
to Hold in Trust.


 


(a) Upon
the occurrence and during the continuance of any Event of Default unless such Event of Default has been waived by the Agent, each Debtor
shall upon receipt of any revenue, income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant
to the Notes or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such
sum, hold the same in trust for the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to
the Agent, pro-rata in proportion to their respective then-currently outstanding principal amount of Notes for application to the satisfaction
of the Obligations (and if any Notes is not outstanding, pro-rata in proportion to the initial purchases of the remaining Notes).


 


(b) If
any Debtor shall become entitled to receive or shall receive any material securities or other property (including, without limitation,
shares of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants,
rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization,
reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct
or indirect subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such
Pledged Securities or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Parties; (ii) hold the same in
trust on behalf of and for the benefit of the Secured Parties; and (iii) to deliver any and all certificates or instruments evidencing
the same to Agent on or before the close of business on the fifth (5th) business day following the receipt thereof by such
Debtor, in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement
as Collateral.


 






    -11-


     


    

 


8. Rights
and Remedies Upon Default.


 


(a) Upon
the occurrence and during the continuance of any Event of Default, the Agent (for the benefit of the Secured Parties) shall have the right
to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Parties shall have all the rights and remedies
of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Parties, shall have the following
rights and powers:


 


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


 


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


 


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


 


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


 






    -12-


     


    

 


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


 


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


 


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


 


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


 


9. Applications
of Proceeds. Upon the occurrence and during the continuance of any Event of Default, the proceeds of any sale, lease or other disposition
by the Agent of the Collateral hereunder or from payments made to the Agent on account of any insurance policy insuring any portion of
the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and
the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable
attorneys’ fees and expenses incurred by the Agent in enforcing the Secured Parties’ rights hereunder and in connection with
collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured Parties (based
on then-outstanding principal amounts of Notes at the time of any such determination), and to the payment of any other amounts required
by applicable law, after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license
or other disposition of all of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are
legally entitled, the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 20% per annum or the lesser
amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured
Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands
against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross
negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of
competent jurisdiction.


 






    -13-


     


    

 


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


 


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


 


12. Responsibility
for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations
shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its
unavailability for any reason. Without limiting the generality of the foregoing and except as required by applicable law, (a)
neither the Agent nor any other Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts
in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or
otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable under each contract or agreement
included in the Collateral to be observed or performed by such Debtor thereunder. Neither the Agent nor any other Secured Party
shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the
receipt by the Agent or any other Secured Party of any payment relating to any of the Collateral, nor shall the Agent or any other
Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or
agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any other Secured Party in
respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present
or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been
assigned to the Agent or to which the Agent or any other Secured Party may be entitled at any time or times.


 






    -14-


     


    

 


13. Security
Interests Absolute. All rights of the Secured Parties and all obligations of each Debtor hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered into in connection with
the foregoing, or any portion hereof or thereof, against any other Debtor or Guarantor; (b) any change in the time, manner or place of
payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent
to any departure from the Notes, any other Transaction Document or any other agreement entered into in connection with the foregoing;
(c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure
from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Agent
to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral;
or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of
all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full
(other than contingent obligations for which no claim has been made), the rights of the Secured Parties shall continue even if the Obligations
are barred for any reason, including, without limitation, the running of the statute of limitations. Each Debtor expressly
waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time
any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent
jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States,
or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations
hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation
of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each
Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which
the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising
by reason of the application of the statute of limitations to any obligation secured hereby.


 


14. Term
of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Notes have been
indefeasibly paid in full and all other Obligations (other than contingent obligations for which no claim has been made) have been paid
or discharged; provided, however, that all indemnities of the Debtors contained in this Agreement (including, without limitation,
Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.


 






    -15-


     


    

 


15. Power
of Attorney; Further Assurances.


 


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


 


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


 


16. Notices.
All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase Agreement.


 


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


 






    -16-


     


    

 


18. Appointment
of Agent. The Secured Parties hereby appoint Westpark Capital, Inc. to act as their agent (“Agent”)
for purposes of exercising any and all rights and remedies of the Secured Parties hereunder and under the other Transaction Documents.
Such appointment shall continue until revoked in writing by the Secured Parties, at which time the Secured Parties shall appoint a new
Agent. The Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.


 


19. Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 






    -17-


     


    

 


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


 


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


 


(h) Except
to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, each Debtor agrees that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and the Notes (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York, Borough of Manhattan. Except to the extent mandatorily governed by
the jurisdiction or situs where the Collateral is located, each Debtor hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper.
Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


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


 


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


 






    -18-


     


    

 


(k) Each
Debtor agrees to indemnify, pay and hold harmless the Agent and the other Secured Parties and their respective assignees and affiliates
and their respective officers, directors, employees, agents, consultants, auditors, and attorneys of any of them (collectively, “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Purchaser Indemnitee
shall be designated a party thereto) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from
or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs
and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision
of a court of competent jurisdiction; provided that the Debtors shall not be obligated to indemnify the Indemnitees, or have any liability,
in excess of the aggregate Purchase Price (as defined in the Purchase Agreement). This indemnification provision is in addition
to, and not in limitation of, any other indemnification provision in the Notes, the Purchase Agreement or any other agreement, instrument
or other document executed or delivered in connection herewith or therewith.


 


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


 


(m) To
the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval
or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance with
any provisions of any of the Organizational Documents, the Debtors hereby represent that all such consents and approvals have been obtained.


 


[SIGNATURE PAGE OF DEBTORS FOLLOWS]


 




    -19-


     


    

 


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


 





	 	DEBTORS:
	 	 
	 	PHONEBRASIL International, Inc.
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	MikAB CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	AMERICREW HOLDINGS, LLC
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title: 	Manager
	 	 	 
	 	agent:
	 	 
	 	WESTPARK CAPITAL, INC.
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:  	 



 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 


 


Signature
Page to Security Agreement


 




     


     


    

 


[SIGNATURE PAGE OF HOLDERS TO SECURITY AGREEMENT]


 


	 	By:	 
	 	Name of Investor:
	 	Name: 
	 	Title: 
	 	 	 
	 	By:	 
	 	Name of Investor:
	 	Name: 
	 	Title: 



 


Investor Signature Page to Security Agreement


 




     


     


    

 


ANNEX A

to

SECURITY AGREEMENT


 


FORM OF ADDITIONAL DEBTOR JOINDER


 


Security Agreement dated as of [*], 2021, made
by PhoneBrasil International, Inc., a New Jersey corporation and its Subsidiaries party thereto from time to time, as Debtors to and in
favor of the Secured Parties identified therein (the “Security Agreement”).


 


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


 


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


 


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


 


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


 


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


 


[Name of Additional Debtor]


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


	Address: 	 	 
	 	 	 
	Dated:	 	 



 






     


     


    

 


ANNEX B

to

SECURITY AGREEMENT


 


THE AGENT


 


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


 


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


 


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


 






    -2-


     


    

 


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


 


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


 


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


 






    -3-


     


    

 


7. Resignation
by the Agent.


 


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


 


(b) Upon
any such notice of resignation, the Secured Parties shall appoint a successor Agent hereunder. Any action in appointing a successor Agent
shall require the consent of Secured Parties which hold a majority of principal of the Notes then outstanding.


 


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


 


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


 


9. Powers
of the Collateral Agent. In addition to powers and rights provided for elsewhere in the Agreement, the
Agent shall have the exclusive power and right to take any action with respect to the Collateral and/or to determine whether to enforce
this Agreement and the rights of the Secured Parties under this Agreement. By its signature to this Agreement, each Secured Party agrees
that its rights to enforce this Agreement and the Obligations under the Notes are delegated to the Agent. Each Secured Party hereby designates
and appoints Agent as its sole and exclusive agent to act on behalf of all Secured Parties, subject to the terms of this Agreement, with
respect to (a) enforcing the Secured Parties rights and remedies, and each Debtor’s Obligations, under the Notes and with respect
to the Obligations and (b) dealing with, and securing and enforcing the Secured Parties’ rights and remedies and the Debtors’
Obligations with respect to, the Collateral (including, without limitation, waiving any Event of Defaults, foreclosing and realizing on
all or any portion of the Collateral in case of an Event of Default, releasing all or any portion of the Collateral, and filing and refiling
any financing statements, continuation statements or other documents under the applicable UCC or otherwise with respect to the Collateral).



 


10. Fees
of the Agent. The Company shall pay the Agent the sum of $10,000 for each 365 day period unless an Event of Default has occurred and
not been waived in which event the fee shall be $50,000.


 


 


-4-