Exhibit 10.3


 


EXECUTION VERSION


 





PLEDGE AND SECURITY AGREEMENT


 


THIS PLEDGE AND SECURITY
AGREEMENT (this “Agreement”) is made as of October 5, 2015, by Nektar Therapeutics, a corporation organized
under the laws of the State of Delaware (the “Company”), and the subsidiaries of the Company that become guarantors
hereunder pursuant to Section 10(o) hereof (together with the Company, the “Grantors” and each one a “Grantor”),
whose principal place of business and chief executive office (as those terms are used in the Uniform Commercial Code of the State
of New York (the “New York UCC”)) are set forth beneath their corresponding signature pages hereto, in favor
of TC Lending, LLC, not in its individual capacity but solely as collateral agent (together with its successors and assigns, in
such capacity “Collateral Agent”), for the benefit of the Secured Parties (as hereinafter defined), to secure
the Notes, the Note Guarantees and all other Obligations under the other Indenture Documents. The Grantors hereby agree with Collateral
Agent as follows:


 


1.           
Definitions.


 


(a)           Except as specifically defined in this Agreement, (i) capitalized terms used but not defined in this Agreement that are
defined in the Indenture shall have their respective meanings ascribed to them in the Indenture, and the principles of construction
and interpretation provided in Section 1.04 of the Indenture shall be incorporated herein by reference and (ii) all terms used
but not defined in this Agreement and defined in the New York UCC, including the terms accessions, account debtor, certificated
security, chattel paper, clearing corporation, commercial tort claim, deposit account, document, electronic chattel paper, equipment,
financial asset, fixtures, goods, inventory, instrument, investment property, letter-of-credit rights, payment intangibles, proceeds,
securities accounts, securities intermediary, security, security entitlement, software, supporting obligations, tangible chattel
paper and uncertificated security, shall have the meaning given therein or unless the context provides otherwise.


 


(b)           As used in this Agreement, the following terms shall have the meanings indicated below:


 


“Accounts”
shall mean and include as to each Grantor, all of such Grantor’s “accounts” as defined in the UCC, whether now
owned or hereafter acquired including, without limitation all present and future rights of such Grantor to payment of a monetary
obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (i) for property that
has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered,
(iii) for a secondary obligation incurred or to be incurred, or (iv) arising out of the use of a credit or charge card or information
contained on or for use with any such card.


 


“Cash
Collateral Account” is defined in Section 4(e).


 






    	 



    	 



    

 


“Collateral”
shall mean all tangible and intangible property of each Grantor, all personal and real property of each Grantor, all movable and
immovable property of each Grantor, in each case whether now owned or hereafter acquired and wherever located, including, but not
limited to, the following of each Grantor:


 


		(c)	all Accounts;



 


		(d)	all certificated securities and uncertificated securities;



 


		(e)	all chattel paper, including electronic chattel paper;



 


		(f)	all Computer Hardware and Software and all rights with respect thereto, including, any and all
licenses, options, warranties, service contracts, program services, test rights, maintenance rights, supporting information, improvement
rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the
foregoing;



 


		(g)	all Contract Rights;



 


		(h)	all commercial tort claims, (including, without limitation any commercial tort claims from time
to time described on Schedule 3 (as such Schedule 3 may from time to time be updated));



 


		(i)	all deposit accounts;



 


		(j)	all documents;



 


		(k)	all financial assets;



 


		(l)	all General Intangibles, including payment intangibles and software;



 


		(m)	all goods (including all Equipment and Inventory), and all embedded software, accessions, additions,
attachments, improvements, substitutions and replacements thereto and therefor;



 


		(n)	all instruments;



 


		(o)	all Intellectual Property, including, without limitation, all Intellectual Property related to
Specified Drugs;



 


		(p)	all Investment Property;



 


		(q)	all of the Capital Stock of each Subsidiary that is owned directly by the Company or a Grantor,
including, without limitation, any shares, membership interests, Partnership Interests, Limited Liability Company Interests
or other equity interests set forth on Schedule 1 hereto (the “Pledged Securities”);



 


		(r)	all leasehold interests;



 


		(s)	all cash, cash equivalents or other money;



 


		(t)	all letter-of-credit rights;



 






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		(u)	all supporting obligations; and



 


		(v)	all books, records, writings, data bases, information and other property relating to, used or useful
in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all proceeds, products, offspring,
rents, issues, profits and returns of and from any of the foregoing;



 


provided,
however, that, no Excluded Assets shall be included in the Collateral.


 


“Collateral
Documents” means, collectively, this Agreement, each Mortgage, collateral assignment, Control Agreement and any
other related agreement, document or instrument pursuant to which a Lien is granted by a Grantor to secure any Indenture Obligations
or under which rights or remedies with respect to any such Lien are governed, (including, without limitation, financing statements
under the UCC of the relevant states and filings concerning intellectual property to be made with appropriate governmental agencies),
in each case, as the same may be amended, supplemented, restated, renewed, replaced or otherwise modified from time to time.


 


“Computer
Hardware and Software” shall mean all of each Grantor’s rights (including rights as licensee and lessee)
with respect to (a) computer and other electronic data processing hardware, including all integrated computer systems, central
processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives,
cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware;
(b) all software and all software programs designed for use on the computers and electronic data processing hardware described
in clause (a) above, including all operating system software, utilities and application programs in whatsoever form (source code
and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (c) any firmware associated with
any of the foregoing; and (d) any documentation for hardware, software and firmware described in clauses (a), (b) and (c) above,
including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. For the avoidance
of doubt, this definition includes all outsourced information technology functions and relationships.


 


“Contract
Right” shall mean any right of each Grantor to payment under a contract for the sale or lease of goods, the rendering
of services or the licensing of any Intellectual Property, which right is at the time not yet earned by performance.


 


“Contracts”
shall mean all contracts between any Grantor and one or more additional parties (including any license, manufacturing, supply,
technology transfer, asset sale, partnership, joint venture, and limited liability company agreements).


 






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“Copyrights”
shall mean all of each Grantor’s now existing or hereafter acquired right, title, and interest in and to all of such Grantor’s
copyrights, rights to any works of authorship or other copyrightable subject material and all applications for registration, registrations
and recordings relating to the foregoing as may at any time be filed in the United States Copyright Office or in any similar office
or agency in the United States of America, any State thereof, any political subdivision thereof or in any other country together
with all rights and privileges arising under applicable law with respect to such Grantor’s use of any copyrights and all
reissues, divisions, continuations and renewals thereof, including the right to sue and recover damages for past, present and future
infringements of any of the foregoing.


 


“Domain
Names” shall mean all Internet domain names and associated uniform resource locator addresses.


 


“Equipment”
shall mean and include as to each Grantor, all of such Grantor’s, whether now owned or hereafter acquired and wherever located
equipment, machinery, apparatus, motor vehicles, fittings, furniture, furnishings, fixtures, parts, accessories, and all other
goods (other than Inventory) and all replacements and substitutions therefor or accessions thereto.


 


“Excluded
Assets” shall mean:


  


(1)          the Voting Stock of any direct or indirect Foreign Subsidiary of the Company in excess of 65% of all of the outstanding
Voting Stock of such Foreign Subsidiary;


  


(2)          any
property or asset, if and only for so long as the grant of a Lien under the Collateral Documents will constitute or result in (i)
a breach, termination or default under any lease, license or any agreement governing a Collaboration Transaction or Royalty Transaction,
in each case to which such property or asset is subject (other than pursuant to any provision of any such lease, license or agreement
that would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or
any other applicable law or principles of equity), but only to the extent the Collateral Agent has a perfected first priority lien
on any payments, proceeds or other consideration received or receivable by the Company or any Restricted Subsidiary in connection
with the applicable lease, license, Collaboration Transaction or Royalty Transaction or (ii) a violation of applicable law with
respect to such property or asset;


 


(3)          property
and assets owned by any Grantor that are the subject (i) of Permitted Liens described in clause (6) of the definition thereof for
so long as such Permitted Liens are in effect and the Indebtedness secured thereby constitutes Permitted Debt described in clause
(4) of the definition thereof or (b) Permitted Liens described in clause (13) of the definition thereof for so long as such
Permitted Liens are in effect and the Indebtedness secured thereby constitutes Permitted Debt described in clause (13) of the definition
thereof incurred in respect of a Royalty Transaction, and in each case the agreements or instruments evidencing or governing such
Indebtedness otherwise prohibits any other Liens thereon, but only for so long as such prohibition exists and is effective and
valid;


  






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(4)          (i)
Deposit Accounts and Securities Accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state
or local employment taxes in such amounts as are required to be paid to the Internal Revenue Service or state or local government
agencies within the following two months with respect to employees of the Company or any of its Restricted Subsidiaries, and (b)
any payroll accounts, health care reimbursement accounts and employee benefits accounts, including any accounts containing amounts
required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees
of the Company or any of its Restricted Subsidiaries, (ii) all segregated Deposit Accounts constituting (and the balance of which
consists solely of funds set aside in connection with) tax accounts, fiduciary accounts and trust accounts and (iii) any Deposit
Accounts and Securities Accounts, amounts on deposit in which do not exceed $50,000 individually or $250,000 in the aggregate at
any one time;


 


(5)          vehicles
and other items covered by certificates of title or ownership, in each case, with a Fair Market Value of less than $1,000,000,
to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument);


  


(6)          proceeds
and products from any and all of the foregoing excluded collateral described in clauses (1) through (5), unless such proceeds or
products would otherwise constitute Collateral securing the Notes.


  


For the avoidance of doubt, (i)
no Specified Drug shall ever be considered an Excluded Asset and (ii) each Specified Drug shall at all times constitute part of
the Collateral.


  


“Excluded
Perfection Assets” shall mean (1) registered Intellectual Property to the extent registered in a country other than the
Specified Jurisdictions, (2) leasehold interests in real property, to the extent that a security interest cannot be perfected solely
by filing a UCC-1 financing statement (or similar instrument), and (3) letter-of-credit rights, electronic chattel paper, commercial
tort claims, promissory notes, uncertificated securities and deposit accounts and securities accounts with a Fair Market Value,
in the aggregate, of less than $1,500,000, to the extent that a security interest therein cannot be perfected solely by filing
a UCC-1 financing statement (or similar instrument).


 






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“General
Intangibles” shall mean and include as to each Grantor all of such Grantor’s general intangibles (as such
term is defined in the UCC), whether now owned or hereafter acquired including, without limitation, all payment intangibles, choses
in action, commercial tort claims, causes of action, corporate or other business records, inventions, designs, patents, patent
applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, service marks, trade secrets,
goodwill, copyrights, design rights, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer
programs and computer software, all claims under guaranties, all rights of indemnification and all other intangible property of
every kind and nature.


 


“Indenture”
shall mean the Indenture dated as of October 5, 2015, by and among the Company, the other Grantors party thereto, the Trustee and
the Collateral Agent, as amended, supplemented or otherwise modified from time to time.


 


“Indenture
Documents” shall mean the Notes, the Indenture, the Note Guarantees, the Fee Letter, the Collateral Documents and any
purchase agreement entered into by a Holder and the Company in connection with the purchase of the Notes.


 


“Indenture
Obligations” shall mean all Obligations in respect of the Notes or arising under the other Indenture Documents.


 


“Intellectual
Property” shall mean, as to each Grantor, such Grantor’s now owned and hereafter arising or acquired: Patents,
Copyrights, works which are the subject matter of copyrights, Marks, and designs, and licenses and rights to use any of the foregoing
and all applications, registrations and recordings relating to any of the foregoing as may be filed in the United States Copyright
Office, the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof,
any political subdivision thereof or in any other country or jurisdiction, together with all rights and privileges arising under
applicable law with respect to any Grantor’s use of any of the foregoing; all extensions, adjustments, renewals, reissues,
divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement
of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports,
manuals, and operating standards; goodwill (including any goodwill associated with any trademark or service mark, or the license
of any trademark or service mark); customer and other lists in whatever form maintained; trade secret rights, Domain Names; software
and contract rights relating to computer software programs, in whatever form created or maintained.


 


“Intellectual
Property Rights” shall mean all Copyrights, Marks, and Patents, as well as any right, title, and interest in or to trade
secrets and Domain Names.


 


“Inventory”
shall mean and include as to each Grantor, all of such Grantor’s now owned or hereafter acquired inventory (as such term
is defined in the UCC), goods, merchandise and other personal property, wherever located, to be furnished under any contract of
service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature
or description which are or might be used or consumed in such Grantor’s business or used in selling or furnishing such goods,
merchandise and other personal property, all other inventory of such Grantor, and all documents of title or other documents representing
them.


 






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“Investment
Property” shall mean any “investment property” as such term is defined in Section 9-102 of the UCC
now owned or hereafter acquired by any Grantor, wherever located, including (a) all securities, whether certificated or uncertificated,
including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit,
and mutual fund shares; (b) all securities entitlements of any Grantor, including the rights of any Grantor to any securities
account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other
money owing by any securities intermediary with respect to that account; (c) all securities accounts of any Grantor; (d) all commodity
contracts of any Grantor; and (e) all commodity accounts held by any Grantor.


 


“Limited
Liability Company Interests” shall mean the entire limited liability company membership interest at any time owned by
any Grantor in any limited liability company.


 


“Marks”
shall mean all of each Grantor’s now existing or hereafter acquired right, title, and interest in and to all of such Grantor’s
trademarks, tradenames, trade styles, trade dress, service marks and other protectable indicia of origin and all applications for
registration, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent and
Trademark Office, or any similar office or agency in the United States of America, any State thereof, any political subdivision
thereof or in any other country, together with all rights and privileges arising under applicable law with respect to such Grantor’s
use of any trademarks, tradenames, trade styles and service marks, and all reissues, extensions, continuation and renewals thereof,
including the right to sue and recover damages for past, present and future infringements of any of the foregoing.


 


“New
York UCC” is defined in the preamble hereto.


 


“Organizational
Information” is defined in Section 3(h).


 


“Partnership
Interest” shall mean the entire general partnership interest or limited partnership interest at any time owned by any
Grantor in any general partnership or limited partnership.


 


“Patents”
shall mean each of Grantor’s now existing, or hereafter acquired right, title and interest in and to all of such Grantor’s
patents and patent applications, including any original, divisional, continuation, continuation-in-part, reissue and reexamination
applications or any applications for extension or adjustment of the term of that patent, as may at any time be filed in the United
States Patent and Trademark Office or any similar office or agency in any other country, together with all rights and privileges
arising under applicable law with respect to such Grantor’s use of any such patents or patent applications, including the
right to sue and recover damages for past, present and future infringements of any of the foregoing.


 






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“Pledged
Company” means, each Person listed on Schedule 1 hereto as a “Pledged Company”, together with each
other Person, all or a portion of whose Capital Stock, is acquired or otherwise owned by a Grantor after the Issue Date.


 


“Pledged
Securities” is defined in clause (q) of the definition of “Collateral”.


 


“Real
Property” shall mean all of each Grantor’s right, title and interest in and to its owned and leased premises.


 


“Secured
Party” shall refer to each of the holders of the Notes, the Trustee and the Collateral Agent.


 


“Security
Agreement Joinder” means a Pledge and Security Agreement Joinder, substantially in the form of the attached Annex
E, executed and delivered to the Collateral Agent by a Subsidiary for the purpose of adding an additional Grantor as a party
to this Agreement.


 


“Specified
Jurisdictions” means the United States of America, the United Kingdom, France, Germany, Spain, Italy and Japan.


 


“Termination
Date” shall mean the earliest to occur of the date on which (a) all Indenture Obligations (other than unasserted indemnification
obligations) have been paid in full in cash; (b) the Company exercises its legal defeasance option or covenant defeasance option
described in Article 8 of the Indenture; and (c) the satisfaction and discharge of the Indenture occurs in accordance with Article
8 thereof.


 


“Trustee”
shall refer to Wilmington Trust, National Association, in its capacity as indenture trustee under the Indenture.


 


“UCC”
shall mean the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.


 


2.            Security Interest.


 


(a)           Granting Clause. In consideration of and as collateral security for the prompt full and complete payment and performance
when due of the Indenture Obligations now existing or hereafter arising, each Grantor, for value received, does hereby assign,
mortgage, pledge and hypothecate to the Collateral Agent, for the benefit of the Secured Parties, and does hereby grant to the
Collateral Agent, for the benefit of the Secured Parties, an absolute, unconditional and continuing security interest in all of
such Grantor’s Collateral.


 






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(b)          Voting, etc. Until the occurrence and continuance of a Default or Event of Default, each Grantor shall be entitled
to vote any and all of the Capital Stock; provided, however, that no vote shall be cast or any action taken by such
Grantor with respect to any Capital Stock which would materially violate any of the terms of this Agreement, the Indenture, any
other Indenture Document or which would authorize or effect actions prohibited under the terms of the Indenture or any Indenture
Document; and provided further, that the foregoing proviso shall not apply to Capital Stock described in clause (1)
of the definition of Excluded Assets. All such rights of such Grantor to vote any Capital Stock (not subject to the provisos in
the preceding sentence) shall cease upon notice after the occurrence and during the continuance of a Default or an Event of Default;
provided, however, that upon the cure or waiver of such Default or Event of Default, any rights of the Collateral
Agent to vote any and all of the Capital Stock shall cease and all such rights of such Grantor to vote any and all of the Capital
Stock shall resume.


 


(c)          Payments and Other Distributions. Until the occurrence and continuance of a Default or Event of Default, all cash,
dividends or distributions payable in respect of the Capital Stock (to the extent such payments shall be permitted pursuant to
the terms and provisions of the Indenture) shall be paid to the applicable Grantor; provided, however, that upon
the occurrence and during the continuance of a Default or Event of Default, all cash dividends or distributions payable in respect
of the Capital Stock shall be paid to the Collateral Agent as security for the Indenture Obligations; provided, further
that upon written notice of the Collateral Agent (at the direction of the holders of the Notes) delivered after the cure or waiver
of such Default or Event of Default, all cash dividends or distributions payable in respect of the Capital Stock shall be paid
to such Grantor. The Collateral Agent shall be entitled to receive directly, and to retain as part of the Collateral:


 


(i)          all other or additional securities or Investment Property, or rights to subscribe for or purchase any of the foregoing,
or property (other than cash) paid or distributed by way of dividend in respect of the Capital Stock; and


 


(ii)         all other or additional securities, Investment Property or property (other than cash) paid or distributed in respect of
the Capital Stock by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement.


 


If at any time any Grantor
shall obtain or possess any Capital Stock, such Grantor shall be deemed to hold such Capital Stock in trust for the Collateral
Agent for the benefit of the Collateral Agent and the other Secured Parties, and such Grantor shall promptly surrender and deliver
such Capital Stock to the Collateral Agent; provided, that the foregoing shall not apply to Capital Stock described in clause
(1) of the definition of Excluded Assets.


 






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3.            Representations, Warranties and Agreements. In addition to any representations
and warranties of any Grantor set forth in the Indenture Documents, which are incorporated herein by this reference, each Grantor
hereby represents and warrants the following to the Collateral Agent:


 


(a)          Authority. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action
of such Grantor.


 


(b)          Accuracy of Information. The exact legal name of such Grantor is correctly shown on the signature pages hereof.


 


(c)          Enforceability. This Agreement is the legal, valid and binding obligations of such Grantor, enforceable in accordance
with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the
enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles.


 


(d)          Ownership and Liens.


 


(i)           At the time the Collateral becomes subject to the Collateral Agent’s Lien, each Grantor shall be the sole owner of
and fully authorized and able to sell, transfer, pledge and/or grant a Lien in each and every item of its respective Collateral
to the Collateral Agent; and the Collateral shall be free and clear of all Liens and encumbrances whatsoever other than Permitted
Liens;


 


(ii)          All of the Pledged Securities (including, without limitation, the Pledged Securities indicated on Schedule 1) have
been (to the extent such concepts are relevant with respect to such Pledged Securities) duly authorized and validly issued, are
fully paid and non-assessable and other than in connection with a disposition permitted pursuant to the Indenture, there are no
options to purchase or similar rights. Except as set forth on Schedule 1 hereto, such Grantor owns 100% of the issued and
outstanding shares of Capital Stock or membership interests, Partnership Interests, Limited Liability Company Interests or other
equity interests of each of the direct Subsidiaries of such Grantor, and the Pledged Securities constitute or will constitute the
percentage of the issued and outstanding Capital Stock of the Pledged Companies of such Grantor identified on Schedule 1
hereto;


 


(iii)         
With respect to all Collateral of each Grantor whereby or with respect to which the Collateral Agent may obtain “control”
thereof within the meaning of Section 8-106 of the UCC or under any provision of the UCC as the same may be amended or supplemented
from time to time, or under the laws of any relevant State, such Grantor shall take commercially reasonable efforts to provide
“control” of such Collateral (other than Excluded Perfection Assets) to the Collateral Agent; provided that with respect
to such Collateral in existence as of the date hereof, such Grantor shall have sixty (60) days after the date hereof to take commercially
reasonable efforts to provide “control” of such Collateral (other than Excluded Perfection Assets) to the Collateral
Agent; and


 


(iv)        
Each Grantor represents, warrants, covenants and agrees that (a) the certificated Pledged Securities listed on Schedule
1 are the only equity interests owned by such Grantor which are certificated; and (b) the uncertificated Pledged Securities
listed on Schedule 1 are the only equity interests owned by such Grantor which are uncertificated.


 






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(e)          Capital Stock.


 


(i)            All of the issued and outstanding shares of Capital Stock, membership interests, Limited Liability Company Interests, Partnership
Interests, or other similar equity interests, as applicable, owned by such Grantor have been duly authorized and validly issued,
are fully paid and nonassessable and were not issued in violation of, and are not subject to, any preemptive or similar rights.
All of the outstanding shares of Capital Stock, membership interests, Limited Liability Company Interests, Partnership Interests,
or other similar equity interests of its Subsidiaries are owned directly or indirectly by the Company, free and clear of all Liens
other than (A)) those imposed by the Securities Act, the rules and regulations of the SEC and the securities or “Blue Sky”
laws of certain U.S. state or non-U.S. jurisdictions and (B) those set forth in the corporate organizational documents of the relevant
entities. No issuer of Capital Stock is party to any agreement granting “control” (as defined in Section 8-106 of the
UCC) of such Grantor’s Capital Stock to any third party, except as permitted pursuant to the Indenture Documents. All such
Capital Stock is held by such Grantor directly and not through any securities intermediary.


 


(ii)           All Capital Stock owned by each Grantor is and shall be at all times during the term of this Agreement, freely transferrable
without restriction or limitation, except as limited (A) by the terms of the Indenture Documents and (B) by foreign laws in connection
with the pledge of Capital Stock of issuers organized under the laws of a jurisdiction outside of the United States.


 


(iii)         
There are no outstanding options, warrants, convertible securities or other rights, contingent or absolute, to acquire the
Capital Stock that is Collateral, and no Capital Stock that is Collateral is subject to any shareholder, voting trust or similar
agreement. No consent of any Person is necessary or desirable in connection with the creation or perfection of the security interest
in any Capital Stock or the exercise by the Collateral Agent of the voting or other rights and remedies in respect thereof provided
for in this Agreement, except as may be required in connection with (A) any disposition by laws affecting the offering and sale
of securities generally or (B) the Capital Stock of issuers organized under the laws of a jurisdiction outside the United States.


 


(f)           No Conflicts or Consents. Neither the ownership or intended use of the Collateral by any Grantor, nor the grant of
the security interest by each Grantor to the Collateral Agent herein, will (i) materially conflict with any provision of (A) any
material federal, state or local law, statute, rule or regulation, (B) any provision of the organizational documents of any of
the Grantors, (C) result in a loss or impairment of any Grantor’s or its subsidiary’s right to use any Intellectual
Property to the same extent used prior to the date of this Agreement, or (D) any material agreement, judgment, license, order or
permit applicable to or binding upon any of the Grantors, or (ii) result in or require the creation of any lien, charge or encumbrance
upon any of the Collateral except as may be contemplated or permitted in the Indenture Documents. Except as expressly contemplated
in the Indenture Documents, no consent, approval, authorization or order of, and no notice to or filing with, any court, governmental
authority or other Person is required in connection with the grant by each Grantor of the security interest herein or the exercise
by the Collateral Agent of its rights and remedies hereunder, other than (x) those previously or contemporaneously obtained or
received, (y) as may be required in connection with any disposition by laws affecting the offering and sale of securities generally
or (z) as may be required in connection with the Capital Stock of issuers organized under the laws of a jurisdiction outside the
United States.


 






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(g)          Security Interest. This Agreement creates a legal, valid and binding Lien and security interest in favor of the Collateral
Agent in the Collateral securing the Indenture Obligations, except as limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be
limited by equitable principles. Upon the taking of the actions described in Section 4(c) hereof, the Lien and security interest
in favor of the Collateral Agent in the Collateral created hereby shall be prior and superior in right to any other Person or any
other Lien (except Permitted Liens).


 


(h)          Location/Identity. Each Grantor’s principal place of business and chief executive office (as those terms are
used in the New York UCC) is located at the address set forth on Schedule 2 hereto. Each Grantor’s (i) organizational
structure and state of organization, (ii) organizational and taxpayer ID numbers, (iii) other legal names, together with the date
of any relevant change within the last five years, (iv) recent changes to its identity or corporate structure, and (v) other names
(including trade names and d/b/a names, but not including brand names or trademarks relating to products) used within the last
five years (the “Organizational Information”), are set forth on Schedule 2 hereto.


 


(i)           Collateral in the Possession of a Bailee.


 


If any Inventory or
other Goods in excess of $1,000,000 in the aggregate are at any time in the possession of a bailee (other than where such Inventory
or Goods are in transit, temporarily relocated for maintenance or repair, or located temporarily at the applicable Grantor’s
customers’ locations (with each such location being tracked in such Grantor’s customary dispatch roster or other equipment
deployment schedule which roster or schedule is held at the location listed on Schedule 6 hereto from which such Inventory
or Equipment was deployed)), such Grantor shall promptly notify the thereof and shall use its commercially reasonable efforts to
promptly obtain an acknowledgment from such bailee that the bailee holds such Collateral for the benefit of the Collateral Agent
and that the bailee shall, following the occurrence of an Event of Default, act upon the instructions of the Collateral Agent without
the further consent of such Grantor. The Collateral Agent agrees with such Grantor that the Collateral Agent shall not give any
such instructions unless an Event of Default has occurred and is continuing. In addition, the Grantors agree that following the
occurrence of an Event of Default that is continuing, the Collateral Agent shall be entitled to remove, without the further consent
of the Grantors, any Inventory or Goods (whether or not in excess of $1,000,000) in the possession of any bailee or located at
any of such Grantor’s customers’ locations.


 






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4.            Covenants.
In addition to all covenants and agreements of each Grantor set forth in the Indenture Documents, which are incorporated herein
by this reference, the Grantors will comply with the covenants contained in this Section 4 at all times during the period of time
this Agreement is effective unless otherwise consented to by the Collateral Agent in writing at the direction of the holders of
the Notes.


 


(a)          Inspection and Further Identification of Collateral. The Grantors will keep commercially reasonable records concerning
the Collateral and will permit the Collateral Agent and all representatives and agents appointed by the Collateral Agent to inspect,
at the Company’s expense and upon reasonable prior notice to the Grantors, and unless an Event of Default is continuing,
no more than twice per calendar year, any of the Collateral and the books, records, audits, correspondence and all other documents
relating to the Collateral at any time during normal business hours, to make and take away photocopies, photographs and printouts
thereof and to write down and record any such information. Each Grantor will furnish to the Collateral Agent from time to time
statements and schedules further identifying and describing the Collateral as the Collateral Agent or any other Secured Party may
reasonably request, all in reasonable detail.


 


(b)          Payment of Taxes. The Grantors will timely pay, when due, all taxes, assessments and governmental charges or levies
lawfully imposed upon the Collateral or any part thereof. The Grantors may, however, delay paying or discharging any such taxes,
assessments or charges so long as the validity thereof is contested in good faith by proper proceedings and provided the Grantors
have set aside on such Grantors’ books adequate reserves therefor and enforcement of any lien or levy relating to such tax
is effectively stayed.


 


(c)          Perfection of Security Interest. Each Grantor shall take all actions as may be reasonably necessary or as the Collateral
Agent may reasonably request in writing so as at all times to maintain the validity, perfection, enforceability and priority of
the Collateral Agent’s security interest in and Lien on the Collateral or to enable the Collateral Agent to protect, exercise
or enforce its rights hereunder and in the Collateral, including (i) promptly discharging all Liens other than Permitted Liens
and (ii) executing and delivering financing statements, Control Agreements, instruments of pledge, mortgages, notices and assignments,
in each case relating to the creation, validity, perfection, priority, maintenance or continuation of the Collateral Agent’s
security interest and Lien under the UCC or other applicable law, provided, however, that such Grantor shall not
be required to take any actions to perfect security interests in (i) the Excluded Perfection Assets, (ii) subject to Section 4(l),
shares of Capital Stock of any Pledged Company who is a Foreign Subsidiary by executing a foreign law governed pledge agreement
or (iii) subject to Sections 5(e) and 5(g), any Intellectual Property Right registered in a Specified Jurisdiction other than the
United States by the filing of security documents in such foreign jurisdictions.


 


(d)          Inventory and Equipment. Each Grantor covenants and agrees that such Grantor shall keep such Grantor’s Inventory
and Equipment other than (i) Inventory and Equipment in transit, (ii) Inventory with an aggregate fair market or book value (whichever
is more) less than $1,000,000, (iii) Equipment with an aggregate fair market or book value (whichever is more) less than $1,000,000,
and (iv) Inventory and Equipment disposed of as permitted by the Indenture, only at the locations identified on Schedule 2
and its chief executive offices only at the locations identified on Schedule 2 (as such Schedule may from time to time be
updated in accordance with Section 4(m), in each case unless such Grantor has provided written notice of the relocation of such
Inventory and Equipment within twenty (20) Business Days thereof. All Equipment necessary to the conduct of any Grantor’s
business shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements
of and repairs thereto shall be made (reasonable wear and tear excepted). Each Grantor shall use or operate any Equipment in compliance
with applicable law in all material respects. Except as permitted under the Indenture, no Grantor shall sell or otherwise dispose
of any of its Equipment. Each Grantor agrees that, upon the reasonable request of the Collateral Agent (as directed by the holders
of at least 25% in aggregate principal amount of the Notes then outstanding), such Grantor will promptly provide the Collateral
Agent with confirmation of the specific location of any Equipment.


 






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(e)          Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event
of Default, if the Collateral Agent so directs any Grantor, such Grantor agrees (i) to cause all payments on account of the Accounts
and Contracts to be made directly to a cash account held by the Collateral Agent (the “Cash Collateral Account”),
(ii) that, upon concurrent notice to such Grantor, the Collateral Agent may directly notify the obligors with respect to any Accounts
and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (i), and (iii) that the Collateral
Agent may enforce collection of any such Accounts and Contracts and may, in consultation with such Grantor, adjust, settle or compromise
the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantor,
the Collateral Agent may (at the direction of the holders of the Notes), upon the occurrence and during the continuance of an Event
of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the
Indenture Obligations in the manner provided in Section 4.01 of the Indenture. The reasonable out-of-pocket costs and expenses
of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne
by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (ii) to the
relevant Grantor; provided, that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the
effectiveness of such notice or the other rights of the Collateral Agent created by this Section 4 and (y) no such notice shall
be required if an Event of Default of the type described in Sections 6.01(7) or (8) of the Indenture has occurred and is continuing.


 


(f)           Collection. (i) From and after the occurrence and during the continuance of an Event of Default, upon the demand
of the Collateral Agent (acting at the direction of the holders of the Notes), each Grantor shall deliver to the Collateral Agent,
in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences
of Indebtedness at any time received by Grantors. (ii) Following the occurrence and during the continuance of any Event of Default,
at its option, the Collateral Agent (acting at the direction of the holders of the Notes), shall have the exclusive right to collect
the Accounts of each Grantor, take possession of the Collateral, or both. In such case, the Collateral Agent’s actual reasonable,
documented, out-of-pocket collection expenses, including but not limited to, stationery and postage, telephone and facsimile, secretarial
and clerical expenses and the salaries of any collection personnel used for collection, shall be for the account of the Company
and added to the Indenture Obligations.


 






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(g)          Instruments and Documents. If any Grantor owns or acquires any instrument or document (as defined in the New York
UCC) evidencing or forming a part of the Collateral in excess of (x) so long as no Event of Default has occurred and is continuing,
$1,000,000, or (y) so long as an Event of Default has occurred and is continuing, $100,000, constituting Collateral (other than
checks and other payment instruments received and collected in the ordinary course of business), such Grantor will within twenty
(20) Business Days deliver such instrument or document to the Collateral Agent appropriately endorsed to the order of the Collateral
Agent.


 


(h)          Grantors Remain Liable Under Accounts and Contracts. Anything herein to the contrary notwithstanding, the Grantors
shall remain liable under each of the Accounts and Contracts to observe and perform all of the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to such Accounts or Contracts.
Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any Account (or any agreement
giving rise thereto) or Contract, in each case by reason of or arising out of this Agreement or the receipt by the Collateral Agent
or any other Secured Party of any payment relating to such Account or Contract pursuant hereto, nor shall the Collateral Agent
or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any
Account (or any agreement giving rise thereto) or any Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any
agreement giving rise thereto) or Contract, 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 them or to which they may be entitled at any time or times.


 


(i)           Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit with a stated amount
of $1,000,000 or more, such Grantor shall use its commercially reasonable efforts to (i) arrange for the issuer and any confirmer
of such letter of credit to consent in writing to an assignment to the Collateral Agent of the proceeds of any drawing under such
letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit, with
the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be applied as provided
in this Agreement upon the occurrence and during the continuance of an Event of Default.


 


(j)           Commercial Tort Claims. All commercial tort claims of each in existence on the date of this Agreement are described
in Schedule 3 hereto. If any Grantor shall at any time after the date of this Agreement acquire a commercial tort claim
in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) of $1,000,000
or more, such Grantor shall promptly (i) notify the Collateral Agent thereof in a writing signed by such Grantor and describing
the details thereof; (ii) grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof,
all upon the terms of this Agreement; and (iii) take such actions as may be reasonably necessary to perfect such security interest,
including filing a UCC-1 financing statement or UCC-3 statement of amendment in such filing office as may be appropriate, and provide
evidence thereof to the Collateral Agent.


 






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(k)          Chattel Paper. Upon the reasonable request of the Collateral Agent made at any time or from time to time, each Grantor
shall promptly furnish to the Collateral Agent a list of all electronic chattel paper held or owned by such Grantor. Furthermore,
if requested by the Collateral Agent, each Grantor shall promptly take all actions which are reasonably practicable so that the
Collateral Agent has “control” of all electronic chattel paper with a value of (x) so long as no Event of Default has
occurred and is continuing, $1,000,000, or (y) so long as an Event of Default has occurred and is continuing, $100,000, in accordance
with the requirements of Section 9-105 of the UCC. Each Grantor will promptly (and in any event within ten (10) days) following
any request by the Collateral Agent, deliver all of its tangible chattel paper to the Collateral Agent.


 


(l)           Additional Procedures. To the extent that any Grantor at any time or from time to time owns, acquires or obtains
any right, title or interest in any Capital Stock intended to be pledged as Collateral hereunder or the form or nature of any Capital
Stock shall change, the Collateral Agent shall automatically (and without the taking of any action by any Grantor) have a security
interest in all of the right, title and interest of such Grantor in, to and under such Capital Stock (other than Excluded Assets)
pursuant to Section 2(a) of this Agreement and, in addition thereto, such Grantor shall (to the extent provided below but not as
to any Excluded Perfection Assets) take the following actions as set forth below (as promptly as practicable and, in any event,
within ten (10) Business Days after it obtains such Capital Stock) for the benefit of the Collateral Agent and the other Secured
Parties:


 


(i)            with respect to a certificated security (other than a certificated security credited on the books of a clearing corporation
or securities intermediary), such Grantor shall physically deliver such certificated security to the Collateral Agent, endorsed
to the Collateral Agent or endorsed in blank;


 


(ii)           with respect to an uncertificated security (other (x) than an uncertificated security credited on the books of a clearing
corporation or securities intermediary or (y) an uncertificated security of a Subsidiary that does not constitute a Significant
Subsidiary), such Grantor shall use commercially reasonable efforts to cause the issuer of such uncertificated security to duly
authorize, execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent and the other Secured
Parties substantially in the form of Annex A hereto pursuant to which such issuer agrees to comply with any and all instructions
originated by the Collateral Agent without further consent by the registered owner and not to comply with instructions regarding
such uncertificated security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated
by any other Person other than a court of competent jurisdiction;


 


(iii)         
 with respect to a certificated security, uncertificated security, Partnership Interest or Limited Liability Company Interest
credited on the books of a clearing corporation or securities intermediary (including a Federal Reserve Bank, Participants Trust
Company or The Depository Trust Company), such Grantor shall promptly notify the Collateral Agent in writing thereof and shall
comply with the applicable rules of such clearing corporation or securities intermediary (A) in the case of a clearing corporation,
to perfect the security interest of the Collateral Agent under applicable law (including, in any event, under Sections 9-314(a),
(b) and (c), 9-106 and 8-106(d) of the UCC) or (B) in the case of a securities intermediary, if required to perfect the security
interest of the Collateral Agent under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and
8-106(d) of the UCC); and


 






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(iv)        
 with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited
Liability Company Interest credited on the books of a clearing corporation or securities intermediary), (1) if such Partnership
Interest or Limited Liability Company Interest is represented by a certificate and is a security for purposes of the UCC, follow
the procedure set forth in Section 4(l)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is
not represented by a certificate or is not a security for purposes of the UCC, follow the procedure set forth in Section 4(l)(ii)
hereof.


 


In addition, the Grantors
agree that the pledge of the shares of Capital Stock of any Pledged Company 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, in each case,
reasonably requested by the Collateral Agent after determining the value of such shares of Capital Stock warrant such pledge and
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 commercially
reasonable actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital
Stock.


 


(m)         Further Actions. Without limitation of any other covenant herein, no Grantor shall change or permit to be changed
the jurisdiction in which it is incorporated or otherwise organized, or change its legal name (or use a different name), or location
of chief executive office, unless such Grantor has given the Collateral Agent not less than ten (10) Business Days prior written
notice thereof (along with an update of Schedule 2, as applicable) and the Grantors have taken (or caused to be taken) all
steps reasonably necessary to maintain the Collateral Agent’s Lien on such Collateral, as well as the priority (subject to
Permitted Liens) and effectiveness of such Lien, in each case, other than with respect to Excluded Perfection Assets; provided,
that, except as expressly permitted under the Indenture, no Grantor shall change its jurisdiction of incorporation or organization
or location of any of its Collateral, in each case, to a jurisdiction or location outside of the Specified Jurisdictions.


 


(n)              Insurance.


 


(i)           Each
Grantor shall:


 


(A)         keep
its properties adequately insured at all times by financially sound and reputable insurers, as is customary with companies in the
same or similar businesses operating in the same or similar locations;


 






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(B)         maintain
such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire
and other risks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the
same or similar businesses operating in the same or similar locations, including public liability insurance against claims for
personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied
or controlled by them; and


 


(C)         maintain
such other insurance as may be required by law except as could not reasonably be expected to have a Material Adverse Effect.


 


             (ii)         Each
Grantor shall furnish to the Collateral Agent no more than once each fiscal year information in reasonable detail as to its property
and liability insurance carriers. The Collateral Agent shall be named as an additional insured on all insurance policies of any
Grantor and the Collateral Agent shall be named as loss payee, with 30 days’ notice of cancellation on all property and casualty
insurance policies of any Grantor; provided, that the Grantors shall have thirty (30) days (or such longer period of time
agreed to by the Collateral Agent in its reasonable discretion) after the date hereof to deliver long-form endorsements (it being
understood and agreed that the failure to deliver such long-form endorsements shall constitute an Event of Default).


 


(o)          Leasehold
Obligations. Each Grantor shall, and shall cause each of its Subsidiaries to, at all times pay, when and as due, its rental
obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms
of such leases and keep them in full force and effect, except, in each case, where the failure to do so could not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect.


 


(p)          Exculpation
of Liability. Nothing herein contained shall be construed to constitute the Collateral Agent or any holder of the Notes as
any Grantor’s agent for any purpose whatsoever, nor shall the Collateral Agent or any holder of the Notes be responsible
or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located
and regardless of the cause thereof, except with respect to the Collateral Agent’s or such holder’s gross (not mere)
negligence or willful misconduct as determined by a final and non-appealable order of a court of competent jurisdiction. Neither
the Collateral Agent nor any holder of the Notes, whether by anything herein or in any assignment or otherwise, assumes any of
any Grantor’s obligations under any contract or agreement to which it is a party, and neither the Collateral Agent nor any
holder of the Notes shall be responsible in any way for the performance by any Grantor of any of the terms and conditions thereof.


 






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(q)         Deposit Accounts;
Etc.


 


(i)          No Grantor maintains,
or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account,
except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance
with Section 9-304 of the UCC) is within a State of the United States other than such accounts constituting Excluded Assets or
Excluded Perfection Assets. Schedule 5 hereto accurately sets forth, as of the date of this Agreement, for each Grantor,
each deposit account maintained by such Grantor (including a description thereof and the respective account number) and the name
of the respective bank with which such deposit account is maintained. In accordance with Section 4.22 of the Indenture, and subject
to Section 4(c) hereof, each Grantor shall cause each bank and other financial institution with a Deposit Account or Securities
Account (other than an Excluded Account) referred to in Schedule 5 hereto to execute and deliver to the Collateral Agent
(or its designee) within thirty (30) days (or such longer period of time agreed to by the Collateral Agent in its reasonable discretion)
after the date of this Agreement (the “Control Agreement Date”) (or, if later, the date of the establishment
of the respective deposit account), a Control Agreement, in form and substance satisfactory to the Collateral Agent, duly executed
by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance satisfactory to
the Collateral Agent, pursuant to which such institution shall irrevocably agree (unless otherwise agreed to by the Collateral
Agent), among other things, that (i) it will comply at any time with the instructions originated by the Collateral Agent (or its
designee) to such bank or financial institution directing the disposition of cash, Commodity Contracts, securities, Investment
Property and other items from time to time credited to such account, without further consent of such Grantor, which instructions
the Collateral Agent (or its designee) will not give to such bank or other financial institution in the absence of the occurrence
and continuance of an Event of Default, (ii) all cash, securities, Investment Property and other items of such Grantor deposited
with such institution shall be subject to a perfected, first priority security interest in favor of the Collateral Agent (or its
designee), and (iii) any right of set off, banker’s Lien or other similar Lien, security interest or encumbrance shall be
fully waived as against the Collateral Agent (or its designee). On or after the Control Agreement Date, no cash, Cash Equivalents
or any other property may be transferred from a Deposit Account or Securities Account that is subject to a Control Agreement to
another Deposit Account or Securities Account that is not subject to a Control Agreement. The provisions of this Section 4(q) shall
not apply to Excluded Perfection Assets or any Deposit Account or Securities Account constituting an Excluded Asset. The parties
hereto agree that the failure to timely comply with the provisions of this Section 4(q)(i) shall constitute an Event of Default.


 


(ii)         After the date
of this Agreement, no Grantor shall establish any new demand, time, savings, lockbox, passbook or similar account, except for (x)
deposit accounts established and maintained with banks and meeting the requirements of preceding clause (i), (y) Excluded Assets
and (z) Excluded Perfection Assets. Subject to Section 4(c) hereof, at the time any such deposit account that is Collateral (other
than Excluded Perfection Assets) is established, the appropriate Control Agreement shall be entered into in accordance with the
requirements of preceding clause (i) and the respective Grantor shall furnish to the Collateral Agent a supplement to Schedule
5 hereto containing the relevant information with respect to the respective deposit account and the bank with which same is
established.


 






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(iii)         On the date
of this Agreement, the Grantors agree to deposit and maintain at least $50,000,000 in unrestricted (other than with respect to
the Reserved Funds) cash and Cash Equivalents (which requirement may be satisfied by Grantors utilizing (i) the Reserved Funds
and (ii) any amounts currently on deposit in existing deposit accounts of the Grantors maintained at Wells Fargo Bank, National
Association (“Wells Fargo”)) in one or more deposit accounts of the Grantors maintained at Wells Fargo for a
period of 90 days beginning on the date of this Agreement, during which time Wells Fargo shall propose to provide investment products.
If after such 90 day period, the Company, in its good faith reasonable judgment determines Wells Fargo is unable to provide such
investment products on similar or better terms as the Company’s existing securities investment provider or fails to comply
with the Company’s investment policy, then the Company will not be obligated to maintain such cash and Cash Equivalents with
Wells Fargo; provided that such cash and Cash Equivalents shall be deposited in a deposit account of Company at another bank or
other financial institution that is subject to a Control Agreement. It being understood that after the later to occur of the Lien
Release Date (as defined in clause (iv) below) or 90 days from the date of this Agreement, the cash and Cash Equivalents may be
used for normal course operating expenses and activities of the Grantors and there shall be no minimum balance requirement; provided
that, prior to the Lien Release Date, none of the Reserved Funds shall be permitted to be used by Grantors other than to pay (x)
all amounts required pursuant to the Existing Secured Notes Indenture to pay the Existing Secured Notes in full in cash in order
for the Collateral Agent (as defined in the Existing Secured Notes Indenture) to release all Liens securing the Existing Secured
Notes or (y) the Secured Obligations.  The parties hereto agree that the failure to timely comply with the provisions of this
Section 4(q)(iii) shall constitute an Event of Default.


 


(iv)         On the date
of this Agreement, the Grantors agree that $50,000,000 of the cash proceeds from the issuance of the Notes (the “Reserved
Funds”) on the date hereof shall be deposited in a blocked deposit account of the Company maintained at Wells Fargo,
which deposit account shall not be able to be accessed by the Company and shall be subject to a Control Agreement, in form and
substance satisfactory to the Collateral Agent, duly executed by the Company and such bank or financial institution pursuant to
which such institution shall irrevocably agree, among other things, that (i) it will comply at any time with the instructions originated
by the Collateral Agent (or its designee) to such bank or financial institution directing the disposition of cash, Commodity Contracts,
securities, Investment Property and other items from time to time credited to such account, without further consent of such Grantor,
(ii) it will not comply with the instructions originated by the Company without the prior written consent of the Collateral Agent,
(iii) all cash, securities, Investment Property and other items of such Grantor deposited in such account with such institution
shall be subject to a perfected, first priority security interest in favor of the Collateral Agent (or its designee), and (iv)
any right of set off, banker’s Lien or other similar Lien, security interest or encumbrance shall be fully waived as against
the Collateral Agent (or its designee). The Company hereby acknowledges and agrees that the Collateral Agent is authorized at all
times to use all or any part of the Reserved Funds to pay all amounts required pursuant to the Existing Secured Notes Indenture
to pay the Existing Secured Notes in full in cash in order for the Collateral Agent (as defined in the Existing Secured Notes Indenture)
to release all Liens securing the Existing Secured Notes.  Company further hereby acknowledges and agrees that the Reserved
Funds constitute Collateral which secure the Secured Obligations.  Promptly after the Collateral Agent receives evidence,
in form and substance satisfactory to the Collateral Agent, that (x) all obligations with respect to the Existing Secured Notes
have been repaid in full and (y) the Collateral Agent (as defined in the Existing Secured Notes Indenture) has released all Liens
securing the Existing Secured Notes (the “Lien Release Date”), the Collateral Agent will consent to the withdrawal
of the Reserved Funds from such account and the deposit thereof in another deposit account of the Company as elected in writing
by the Company (but subject to (A) the Company’s requirement to maintain $50,000,000 at Wells Fargo in accordance with clause
(iii) above and (B) such deposit account being subject to a Control Agreement if such withdrawal occurs on or after the Control
Agreement Date). The parties hereto agree that the failure to timely comply with the provisions of this Section 4(q)(iv) shall
constitute an Event of Default.


 






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(r)           Stock Issuance.
Except as may be permitted by the Indenture, no Grantor may, directly or indirectly, (i) issue, sell, grant, assign, transfer or
otherwise dispose of, any additional stock or membership interests of such Grantor or any option or warrant with respect to, or
other right or security convertible into, any additional stock or membership interests of such Grantor, now or hereafter authorized,
unless all such additional stock or membership interests, options, warrants, rights or other such securities are made and shall
remain part of the Collateral subject to the pledge and security interest granted herein, (ii) take any action to withdraw the
authority of or to limit or restrict the authority of such Grantor’s managers (if any) or officers to deal and contract with
Collateral Agent and to bind and obligate such Grantor, or (iii) pay any interim distribution in cash or other assets to any shareholder
or member of any Grantor, except as permitted in the Indenture. Any distribution by any Grantor other than as permitted in the
Indenture shall constitute a “wrongful distribution” for purposes of applicable law.


 


(s)          Membership.
In accordance with this Agreement, each Grantor hereby acknowledges and agrees that the Collateral Agent or any of its successors
and assigns (or any designee of the Collateral Agent), shall, at the Collateral Agent’s option, as directed by the holders
of the Notes, upon written notice to any Grantor (such Grantor, the “Parent Grantor”) of the Collateral Agent’s
intent to be admitted as a member of any other Grantor (in the place of the Parent Grantor) at any time an Event of Default exists
or has occurred and is continuing and following delivery of any required notice hereunder, be admitted as a member of the relevant
Grantor without any further approval of the Parent Grantor and without compliance by the Collateral Agent or any other person with
any of the conditions or other requirements of the applicable membership agreement and without conferring upon any Person any option
(whether under the applicable membership agreement or otherwise) to acquire the stock or membership interests so transferred to
the Collateral Agent, its successors or assigns, or its designees. At such time, each Grantor agrees to take such other action
and execute such further documents as may be reasonably necessary or as the Collateral Agent may reasonably request from time to
time in order to give effect to the provisions of this Agreement.


 


(t)           Further
Assurances. The Company will do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register,
as applicable, any and all such further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations
thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be required
from time to time in order to:


 


		(i)	carry out the terms and provisions of the Collateral Documents;



 


		(ii)	subject to the Liens created by any of the Collateral Documents any of the properties, rights or
interests required to be encumbered thereby;



 


		(iii)	perfect and maintain the validity, effectively and priority of any of the Collateral Documents
and the Liens intended to be created thereby; and



 






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		(iv)	assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent
any of the rights granted now or hereafter intended by the parties thereto to be granted to the Collateral Agent under the Collateral
Documents or under any other instrument executed in connection herewith.



 


Upon the exercise by the Trustee, the Collateral
Agent or any holder of Notes of any power, right, privilege or remedy under the Indenture or any of the Collateral Documents which
requires any consent, approval, recording, qualification or authorization of any governmental authority, the Company will execute
and deliver all applications, certifications, instruments and other documents and papers that may be required from the Company
for such governmental consent, approval, recording, qualification or authorization.


 


5.            Special
Provisions Concerning Intellectual Property.  Additional Representations
and Warranties. Each Grantor represents and warrants (i) that the Intellectual Property Rights listed in Schedule 4
hereto for such Grantor include all Intellectual Property Rights that such Grantor owns as of the date hereof which are issued
or registered or applied for at the United States Patent and Trademark Office, the United States Copyright Office, or an equivalent
thereof in any state of the United States or any foreign jurisdiction, and (ii) that except as set forth in Schedule 4
it is the true and lawful owner of all issuances, registrations and applications for patents or registration of Intellectual Property
Rights listed in Schedule 4 hereto and such issuances, registrations and applications are valid and have not been canceled.
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Grantor
owns, or is licensed under, and has the right to use, all (i) third party intellectual property and (ii) Intellectual Property,
including the Intellectual Property Rights, in each case as used in its businesses as currently conducted and as presently contemplated
to be conducted in the future and the Intellectual Property Rights are free and clear of all Liens. No claims or notices of any
potential claim have been asserted by any person or entity challenging the use of any such third party intellectual property or
Intellectual Property, including the Intellectual Property Rights, by any Grantor or questioning the validity, effectiveness of,
or any Grantor’s rights to, any Intellectual Property Right or any license or agreement related to third party intellectual
property or Intellectual Property, including the Intellectual Property Rights, other than any claims that, if successful, would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and no Grantor is aware of any
basis for such claims.


 


(b)          Licenses and Assignments. Except as otherwise permitted by the Indenture Documents, each Grantor hereby agrees not
to divest itself of any Intellectual Property Right or to exclusively license any Intellectual Property Right.


 


(c)          Infringements. Except as such Grantor in its reasonable business judgment determines is not necessary in the conduct
of the Grantor’s business, each Grantor agrees to enforce and assert its Intellectual Property, diligently in accordance
with reasonable business practices, against any person or entity infringing, misappropriating, misusing, diluting, or violating
the Grantor’s Intellectual Property, including the Intellectual Property Rights. The conduct of each Grantor’s business,
including its goods and services and the manufacturing, importation, use, and sale thereof, does not infringe, misappropriate,
misuse, dilute, or violate any other person or entity’s intellectual property, including any patents, copyrights, trademarks,
trade secrets, and domain names, except to the extent that such infringement would not reasonably be expected to have a Material
Adverse Effect.


 






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(d)          Preservation of Marks. Each Grantor agrees to use its Marks which are material to such Grantor’s business in
interstate commerce during the time in which this Agreement is in effect and to take all such other actions as are reasonably necessary
to preserve such material Marks as trademarks or service marks under the laws of the United States (in each case, other than any
such Marks which, in the Grantor’s reasonable business judgment, are no longer necessary in the conduct of the Grantor’s
business).


 


(e)          Maintenance of Patents, Registrations, and Applications. Each Grantor shall, at its own expense, take all commercially
reasonable actions to maintain all patents, registrations and applications for patents and registration of its Intellectual Property
Rights that are material to such Grantor’s business or if involving any Marks, material to such Grantor’s business
in interstate commerce, during the time in which this Agreement is in effect.


 


(f)           Future Intellectual Property. At its own expense, each Grantor shall take all commercially reasonable efforts to
diligently prosecute all material applications for patents or registration of Intellectual Property Rights listed on Schedule
4, in each case for such Grantor and shall not abandon any such application prior to exhaustion of all administrative and judicial
remedies (other than applications (i) deemed by such Grantor in its reasonable business judgment to be no longer prudent to pursue
or (ii) that are deemed by such Grantor in its reasonable business judgment to no longer be necessary in the conduct of the Grantor’s
business). If any Grantor acquires Intellectual Property Rights after the effective date of this Agreement or makes an application
for registration of an Intellectual Property Right before the United States Patent and Trademark Office, the United States Copyright
Office, or an equivalent thereof in any state of the United States, any political subdivision thereof or in any other country or
jurisdiction, during any fiscal quarter, contemporaneously with the delivery of the financial reports required under Section 4.03(a)
of the Indenture for such fiscal quarter or, if later, as soon as legally permissible, such Grantor shall (x) notify the Collateral
Agent in writing concerning such Intellectual Property Right, and (y) execute and deliver a grant of a security interest in such
application prepared by the Collateral Agent, at the expense of such Grantor, confirming the grant of a security interest in such
Intellectual Property Right to the Collateral Agent hereunder, the form of such security to be substantially in the form of Annex
B hereto in the case of Marks, Annex C hereto in the case of Patents and Annex D hereto in the case of Copyrights
or in such other form as may be reasonably satisfactory to the Collateral Agent; provided that the foregoing shall not apply to
any Intellectual Property Right that is (i) an Excluded Asset or Excluded Perfection Asset or (ii) registered in a Specified Jurisdiction
other than the United States unless, in the case of this clause (ii), the Collateral Agent reasonably determines that the value
of such Intellectual Property Right warrants the filing of security documents in such foreign jurisdictions. Where a patent or
registration that constitutes an Intellectual Property Right is issued during any fiscal quarter hereafter to any Grantor as a
result of any application now or hereafter pending, if a security interest in such application has not already been granted to
or recorded on behalf of the Collateral Agent hereunder, such Grantor shall deliver to the Collateral Agent a grant of security
interest contemporaneously with the delivery of the financial reports required under Section 4.03(a) of the Indenture for such
fiscal quarter; provided that the foregoing shall not apply to any Intellectual Property Right that is an Excluded Asset or Excluded
Perfection Asset; provided, further, that (i) the Grantors shall promptly notify the Collateral Agent if any Intellectual
Property Right ceases to be an Excluded Asset or Excluded Perfection Asset and (ii) any Intellectual Property Right that ceases
to be an Excluded Asset or Excluded Perfection Asset shall immediately become subject to the requirements set forth in this Section
5(f).


 






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(g)          Existing Intellectual Property. For all Intellectual Property Rights existing as of the effective date of this Agreement,
by no later than the effective date of the Agreement, each Grantor shall deliver or cause to be delivered to the Collateral Agent
a grant of a security interest in such applications, patents, and registrations, at the expense of such Grantor, confirming the
grant of a security interest in such Intellectual Property Right to the Collateral Agent hereunder, the form of such security to
be substantially in the form of Annex B hereto in the case of Marks, Annex C hereto in the case of Patents and Annex
D hereto in the case of Copyrights or in such other form as may be reasonably satisfactory to the Collateral Agent; provided
that the foregoing shall not apply to any Intellectual Property Right that is (i) an Excluded Asset or Excluded Perfection Asset
or (ii) registered in a Specified Jurisdiction other than the United States unless, in the case of this clause (ii), the Collateral
Agent reasonably determines that the value of such Intellectual Property Right warrants the filing of security documents in such
foreign jurisdictions; provided, further, (i) the Grantors shall promptly notify the Collateral Agent if any Intellectual
Property Right ceases to be an Excluded Asset or Excluded Perfection Asset and (ii) any Intellectual Property Right that ceases
to be an Excluded Asset or Excluded Perfection shall be immediately become subject to the requirements set forth in Section 5(f).


 


(h)          Remedies. Each Grantor hereby grants to the Collateral Agent a limited power of attorney to sign, upon the occurrence
and during the continuance of an Event of Default at the direction of the requisite holders of the Notes in accordance with the
Indenture, any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office,
or an equivalent thereof in any state of the United States, any political subdivision thereof or in any other country or jurisdiction,
or similar registrar in order to effect an absolute assignment of all right, title and interest in each patented or registered
Intellectual Property Right and each application for a patent or registration, and record the same. If an Event of Default shall
occur and be continuing, the Collateral Agent may at the direction of the requisite holders of the Notes in accordance with the
Indenture, by written notice to the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title
and interest of such Grantor in and to the Intellectual Property Rights, vested in the Collateral Agent for the benefit of the
Secured Parties, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the benefit
of the Secured Parties, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in this Section
5(g) hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or
registrar; (ii) take and use or sell the Intellectual Property Rights; (iii) take and use or sell the goodwill of such Grantor’s
business symbolized by the Marks and the right to carry on the business and use the assets of such Grantor in connection with which
the Marks or Domain Names have been used; and (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from
using the Intellectual Property Rights in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further
documents that the Collateral Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual
Property Rights and registrations and any pending applications in the United States Copyright Office, United States Patent and
Trademark Office, equivalent office in a state of the United States or a foreign jurisdiction or applicable Domain Name registrar
to the Collateral Agent.


 






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(i)           Intellectual Property Assignments. During the term of this Agreement, each Grantor shall secure valid written assignments
of ownership from all persons who have contributed to the creation or development of Intellectual Property or who have applied
for patents or registration of or obtained patents for or registered Intellectual Property of all rights of such persons in such
Intellectual Property that the Grantors do not already own by operation of law and valid written agreements by all such persons
to cooperate in the prosecution of any applications, patents or registrations of, and in the enforcement of, any such Intellectual
Property (hereinafter all such assignments and agreements referred to as the “IP Assignments”); except to the
extent that any failure to obtain an IP Assignment, individually or in the aggregate, does not adversely affect the value of the
Company’s Intellectual Property and would not impair the Collateral Agent’s ability to use and dispose of such Intellectual
Property as provided for in the Collateral Documents. Copies of all such IP Assignments shall be promptly delivered to the Collateral
Agent upon the request of the Collateral Agent.


 


(j)           Additional Covenants. Notwithstanding the foregoing, to the extent that any issuance of, or registration or application
for, a Grantor’s Intellectual Property Rights is subject to a chain of title defect, is not in the current legal name of
the applicable Grantor, or is subject to any form of Lien, such Grantor shall promptly prepare, execute, file and record (and pay
all costs, including legal and filing fees) as necessary to cure such title defects, provide for current ownership of the asset
by the Grantor and remove such unpermitted Liens (hereinafter all such actions referred to as the “IP Title Defect Correction
Actions”); except to the extent that any failure to perform an IP Title Defect Correction Action, individually or in
the aggregate, does not adversely affect the value of the Company’s Intellectual Property and would not impair the Collateral
Agent’s ability to use and dispose of such Intellectual Property as provided for in Collateral Documents. By no later than
the effective date of this Agreement, the Grantors shall have provided copies of all documentation and communications concerning
such IP Title Defect Correction Actions to the Collateral Agent with respect to existing Intellectual Property Rights of the Grantor
and following closing such documentation and communications for later developed or acquired Intellectual Property Rights shall
promptly be provided.


 


6.            Rights
of Collateral Agent. The Collateral Agent shall have the rights contained in this
Section 6 at all times during the period of time this Agreement is effective.


 


(a)          Financing Statements Filings. Each Grantor hereby authorizes the Collateral Agent to file (or any Secured Party to
file on behalf of the Collateral Agent), without the signature of such Grantor, (but the Collateral Agent shall not be obligated
to so file and shall have no responsibility with respect to the form, content or renewal thereof) one or more financing or continuation
statements, and amendments thereto, relating to the Collateral (which statements may describe the Collateral as “all assets”
or words of similar import of such Grantor); provided, however, such authorization shall not relieve any Grantor
from its respective obligations to take all actions necessary to perfect and maintain the perfection of the Collateral Agent’s
Lien on the Collateral to the extent required hereunder. All reasonable, documented, out-of-pocket charges, expenses and fees that
the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Grantors
to the Collateral Agent within ten (10) Business Days of demand.


 






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(b)          Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent as such Grantor’s attorney-in-fact,
such power of attorney being coupled with an interest, with full authority in the place and stead of such Grantor and in the name
of such Grantor or otherwise, after the occurrence and during the continuance of an Event of Default, to take any action and to
execute any instrument that the Collateral Agent or any Secured Party may deem necessary or appropriate to accomplish the purposes
of this Agreement, including without limitation: (i) to demand, collect, sue for, recover, compound, receive and give acquittance
and receipts for moneys due and to become due under or in respect of the Collateral; (ii) to receive, endorse and collect any drafts
or other instruments, documents and chattel paper in connection with clause (i) above; and (iii) to file any claims or take any
action or institute any proceedings that the Collateral Agent or any Secured Party may deem necessary or appropriate for the collection
and/or preservation of the Collateral or otherwise to enforce the rights of the Collateral Agent and the Secured Parties with respect
to the Collateral.


 


(c)          Further Rights. The Collateral Agent has been appointed as the Collateral Agent hereunder pursuant to the Indenture
and shall be entitled to the benefits of the Indenture Documents. Notwithstanding anything contained herein to the contrary,
the Collateral Agent may employ agents, trustees, or attorneys-in-fact and may vest any of them with any property (including, without
limitation, any Collateral pledged hereunder), title, right or power deemed necessary for the purposes of such appointment. Notwithstanding
anything to the contrary herein, the following provisions shall govern the Collateral Agent’s rights, powers, obligations
and duties under this Agreement:


 


(i)               The Collateral Agent shall have no duty to act, consent or request any action of the Grantors or any other Person in connection
with this Agreement (including all schedules and exhibits attached hereto) unless the Collateral Agent shall have received written
direction from the requisite holders of the Notes in accordance with the Indenture.


 


(ii)               The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral
Agent deals with similar property for its own account. Neither any Secured Party nor any of its officers, directors, employees
or agents shall be liable to the Grantors for failure to demand, collect or realize upon any of the Collateral or for any delay
in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or
any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred
on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall
not impose any duty upon any of them to exercise any such powers. The Collateral Agent shall be accountable only for amounts
that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees
or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for its own gross negligence or willful
misconduct. The Collateral Agent shall not be responsible for, nor incur any liability with respect to, (A) the existence, genuineness
or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interest in any of
the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Agreement
or any of the other Indenture Documents, except to the extent such action or omission constitutes gross negligence or willful
misconduct on the part of the Collateral Agent, (B) the validity or sufficiency of the Collateral or any agreement or assignment
contained therein, (C) the validity of the title of the Grantors to the Collateral, (D) insuring the Collateral or (E) the payment
of taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral.


 






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(iii)              Notwithstanding any provision to the contrary elsewhere in this Agreement or any other Indenture Documents, the
Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement or such other Indenture
Documents and no implied covenants, functions or responsibilities shall be read into this Agreement or otherwise exist against
the Collateral Agent.


 


(iv)              The Collateral Agent shall not be deemed to be in a relationship of trust or confidence with any Secured Party, or any other
Person by reason of this Agreement, and shall not owe any fiduciary, trust or other special duties to the any Secured Party, or
any other Person by reason of this Agreement. The parties hereto acknowledge that the Collateral Agent’s duties do not include
any discretionary authority, determination, control or responsibility with respect to any Indenture Documents or any Collateral,
notwithstanding any rights or discretion that may be granted to the Collateral Agent in such Indenture Documents. The provisions
of this Agreement, including, without limitation those provisions relating to the rights, duties, powers, privileges, protections
and indemnification of the Collateral Agent shall apply with respect to any actions taken or not taken by the Collateral Agent
under any Indenture Documents.


 


(v)               Notwithstanding anything herein to the contrary, in no event shall the Collateral Agent have any obligation to inquire or
investigate as to the correctness, veracity, or content of any instruction received from any party to this Agreement or any
other Indenture Documents. In no event shall the Collateral Agent have any liability in respect of any such instruction received
by it and relied on with respect to any action or omission taken pursuant thereto.


 


(vi)              With respect to the Collateral Agent’s duties under this Agreement or any of the Indenture Documents, the Collateral
Agent may act through its attorneys, accountants, experts and such other professionals as the Collateral Agent deems reasonably
necessary, advisable or appropriate and shall not be responsible for the misconduct or negligence of any attorney, accountant,
expert or other such professional appointed with due care.


 






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(vii)             Neither the Collateral Agent nor any of its experts, officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (x) liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any
of the Indenture Documents (except for its gross negligence or willful misconduct), or (y) responsible in any manner for any
recitals, statements, representations or warranties (other than its own recitals, statements, representations or warranties) made
in this Agreement or any of the other Indenture Documents or in any certificate, report, statement or other document referred to
or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any of the Indenture
Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Indenture
Documents or for any failure of the Grantors or any other Person to perform their obligations hereunder and thereunder. The Collateral
Agent shall not be under any obligation to any Person to ascertain or to inquire as to (A) the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any of the Indenture Documents or to inspect the properties,
books or records of the Grantors, (B) whether or not any representation or warranty made by any Person in connection with this
Agreement or any Indenture Documents is true, (C) the performance by any Person of its obligations under this Agreement or
any of the Indenture Documents or (D) the breach of or default by any Person of its obligations under this Agreement or any
of the Indenture Documents.


 


(viii)            The Collateral Agent shall not be bound or required to take any action that in the opinion of the Collateral Agent (which
may be based on advice of counsel) is in conflict with any applicable law, this Agreement or any of the other Indenture Documents,
or any order of any court or administrative agency.


 


(ix)               The Collateral Agent shall be authorized to but shall not be responsible for filing any financing or continuation statements
or recording any documents or instruments in any public office at any time or times or otherwise perfecting or monitoring or maintaining
the perfection of any security interest in the Collateral. It is expressly agreed, to the maximum extent permitted by applicable
law, that the Collateral Agent shall have no responsibility for (x) taking any necessary steps to preserve rights against any Person
with respect to any Collateral or (y) taking any action to protect against any diminution in value of the Collateral, but, in each
case (A) subject to the requirement that the Collateral Agent may not act or omit to take any action if such act or omission would
constitute gross negligence or willful misconduct and (B) the Collateral Agent may do so and all expenses reasonably incurred in
connection therewith shall be part of the Indenture Documents.


 


(x)                The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any Collateral, by reason
of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith,
except to the extent of the Collateral Agent’s gross negligence or willful misconduct.


 






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(xi)               Notwithstanding anything in this Agreement or any of the Indenture Documents to the contrary, (A) in no event shall
the Collateral Agent or any officer, director, employee, representative or agent of the Collateral Agent be liable under or in
connection with this Agreement or any of the Indenture Documents for indirect, special, incidental, punitive or consequential losses
or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable,
even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages
are sought; and (B) the Collateral Agent shall be afforded all of the rights, powers, immunities and indemnities set forth in this
Agreement or in all of the other Indenture Documents to which it is a signatory as if such rights, powers, immunities and
indemnities were specifically set out in each such Indenture Documents. In no event shall the Collateral Agent be obligated
to invest any amounts received by it hereunder.


 


(xii)              The Collateral Agent shall be entitled conclusively to rely, and shall be fully protected in relying, upon any note, writing,
resolution, request, direction, certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, email, telex or
teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or statements of legal counsel, independent
accountants and other experts reasonably selected by the Collateral Agent and need not investigate any fact or matter stated in
any such document. Any such statement of legal counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in accordance therewith.  The Collateral Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any of the other Indenture Documents (A) if such action would, in the
reasonable opinion of the Collateral Agent (which may be based on the opinion of legal counsel), be contrary to applicable law
or any of the Indenture Documents, (B) if such action is not provided for in this Agreement or any of the other Indenture
Documents, (C) if, in connection with the taking of any such action hereunder or under any of the Indenture Documents that
would constitute an exercise of remedies hereunder or under any of the Indenture Documents it shall not first be indemnified
to its satisfaction by the holders of the Notes against any and all risk of nonpayment, liability and expense that may be
incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, or (D) if, notwithstanding
anything to the contrary contained in this Agreement, in connection with the taking of any such action that would constitute a
payment due under any agreement or document, it shall not first have received from the holders of the Notes or the applicable
Grantor funds equal to the amount payable. The Collateral Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any of the other Indenture Documents in accordance with a request of the Trustee or the requisite
holders of the Notes in accordance with the Indenture, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the other holders of the Notes and the Trustee.


 






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(xiii)               
The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence
of any Default or Event of Default unless and until the Collateral Agent has received a written notice or a certificate from a
Grantor, a holder of the Notes or the Trustee stating that a Default or Event of Default has occurred. The Collateral Agent shall
have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event
of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any
notice or certificate so furnished to it. No provision of this Agreement or any of the Indenture Documents shall require the
Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
under this Agreement, any of the other Indenture Documents or the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an
advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent
may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary
to take the action requested. The Collateral Agent shall be under no obligation or duty to take any action under this Agreement
or any of the other Indenture Documents or otherwise if taking such action (x) would subject the Collateral Agent to a tax
in any jurisdiction where it is not then subject to a tax or (y) would require the Collateral Agent to qualify to do business in
any jurisdiction where it is not then so qualified.


 


7.            Remedies and Related Rights.


 


If an Event of Default
shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter
existing under applicable law and under the other provisions of this Agreement, shall have all rights as a secured creditor under
any UCC, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant
jurisdictions when a debtor is in default under a security agreement and may exercise one or more of the rights and remedies provided
in this Section.


 


(a)          Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent may from time to time
at the written direction of the requisite holders of the Notes in accordance with the Indenture and applicable law, without limitation
and without notice except as expressly provided in any of the Indenture Documents:


 


(i)            exercise in respect of the Collateral all the rights and remedies of a secured party under the UCC (whether or not the UCC
applies to the affected Collateral);


 


(ii)           require the Grantors to, and such Grantors hereby agree that they will at their expense and upon request of the Collateral
Agent, assemble the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place where
such Collateral is permitted to be kept pursuant to Section 3(i);


 






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(iii)         
reduce the Secured Parties’ claim to judgment or foreclose or otherwise enforce, in whole or in part, the security
interest granted hereunder by any available judicial procedure;


 


(iv)         
sell or otherwise dispose of, at its office, on the premises of any Grantor or elsewhere, the Collateral, for cash, on credit,
and upon such terms as may be commercially reasonable, as a unit or in parcels, by public or private proceedings, and by way of
one or more contracts (it being agreed that the sale or other disposition of any part of the Collateral shall not exhaust the Collateral
Agent’s power of sale, but sales or other dispositions may be made from time to time until all of the Collateral has been
sold or disposed of or until the Indenture Obligations have been paid and performed in full), and at any such sale or other disposition
it shall not be necessary to exhibit any of the Collateral;


 


(v)          
buy the Collateral, or any portion thereof, at any public sale;


 


(vi)         
buy the Collateral, or any portion thereof, at any private sale, for cash, on credit, and upon such other terms as may be
commercially reasonable, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject
of widely distributed standard price quotations;


 


(vii)       
apply for the appointment of a receiver for the Collateral, and Grantors hereby consent to any such appointment; and


 


(viii)      
 at the option of and if instructed by the requisite holders of the Notes, retain the Collateral on behalf of the holders
of the Notes or distribute the Collateral to the holders of the Notes, in each case in satisfaction of the Indenture Obligations,
whenever the circumstances are such that the Collateral Agent is entitled to do so under the UCC or otherwise; to the full extent
permitted by the UCC, the Collateral Agent shall be permitted to elect whether such retention shall be in full or partial satisfaction
of the Indenture Obligations.


 


In the event the Collateral Agent
shall elect (at the instruction of the requisite holders of the Notes) to sell the Collateral, the Collateral Agent may sell the
Collateral without giving any warranties and shall be permitted to specifically disclaim any warranties of title or the like. In
the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell (at the instruction of the requisite holders
of the Notes) the Collateral and the Grantors shall be credited with the proceeds of the sale. Each Grantor agrees that in the
event such Grantor or any obligor is entitled to receive any notice under the UCC, as it exists in the state governing any such
notice, of the sale or other disposition of any Collateral, reasonable notice shall be deemed given when such notice is deposited
in a depository receptacle under the care and custody of the United States Postal Service, postage prepaid, at such party’s
address set forth on the signature pages hereof, ten (10) days prior to the date of any public sale, or after which a private sale,
of any of such Collateral is to be held. The Collateral Agent shall not be obligated to make any sale of 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.


 






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(b)          Application of Proceeds. If any Event of Default shall have occurred and be continuing, any cash held by the Collateral
Agent as Collateral, and any cash proceeds received by the Collateral Agent in respect of any sale or other disposition of, collection
from, or other realization upon, all or any part of the Collateral shall be transferred, conveyed or distributed to the Trustee
to be applied in accordance with the Indenture or as otherwise may be directed by the Trustee pursuant to the Indenture Documents.


 


(c)          Deficiency. In the event that the proceeds of any sale of, collection from, or other realization upon, all or any
part of the Collateral by the Collateral Agent are insufficient to pay all amounts to which the Collateral Agent is legally entitled,
the Company, the other Grantors and any other Person who guaranteed or is otherwise obligated to pay all or any portion of the
Indenture Obligations shall be liable for the deficiency, together with interest thereon as provided in the Indenture Documents,
to the full extent permitted by the UCC.


 


(d)          Waiver.Except as otherwise provided in this Agreement, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE COLLATERAL
AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY
PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH ANY GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE
OF THE UNITED STATES OR OF ANY STATE, and each Grantor hereby further waives, to the extent permitted by applicable law, and releases
the Collateral Agent from:


 


(i)           all claims, damages and demands against the Collateral Agent arising out of the repossession, retention or sale of all or
any part of the Collateral, except any damages which are the direct result of the Collateral Agent’s gross negligence or
willful misconduct;


 


(ii)          all claims, damages and demands against the Collateral Agent arising by reason of the fact that the price at which the Collateral,
or any part thereof, may have been sold at a private sale was less than the price which might have been obtained at public sale
or was less than the aggregate amount of the Indenture Obligations, even if the Collateral Agent accepts the first offer received
which the Collateral Agent in good faith deems to be commercially reasonable under the circumstances and does not offer the Collateral,
or any portion thereof, to more than one offeree;


 






    	32



    	 



    

 


(iii)         all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of
the Collateral Agent’s rights hereunder; and


 


(iv)         all equities or rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under
any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale or other disposition of
the Collateral or any portion thereof, and each Grantor, for itself and all who may claim under it, insofar as it or they now or
hereafter lawfully may, hereby waives the benefit of all such laws.


 


Any sale of,
or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest,
claim and demand, either at law or in equity, of each Grantor therein and thereto, and shall be a perpetual bar both at law and
in equity against each Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned
or realized upon, or any part thereof, from, through and under the Grantor.


 


(e)          Remedies Cumulative. No right, power or remedy herein conferred upon or reserved to the Collateral Agent is intended
to be exclusive of any other right, power or remedy, and every such right, power and remedy shall, to the extent permitted by applicable
Law, be cumulative and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or
in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
or later assertion or employment of any other appropriate right, power or remedy.


 


(f)           Delay Not Waiver. No delay or omission of the Collateral Agent or any other Secured Party to exercise any right,
power or remedy accruing upon the occurrence and during the continuance of any Event of Default shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every right, power and
remedy given by this Agreement may be exercised from time to time, and as often as shall be deemed expedient, by the Collateral
Agent.


 


(g)          Restoration of Rights and Powers. In case the Collateral Agent shall have instituted any action or proceeding to
enforce any right, power or remedy under this Agreement by foreclosure, sale, entry, leasing, conveyance, assignment, transfer,
other disposition, other realization or otherwise, and such action or proceeding shall have been discontinued or abandoned for
any reason or shall have been determined adversely to the Collateral Agent, then and in every such case each Grantor, the Collateral
Agent and each other Secured Party shall be restored to their former positions and rights hereunder with respect to the Collateral
subject to the security interest created under this Agreement, and all rights, remedies and powers of the Collateral Agent and
each Grantor shall continue as if no such actions or proceedings had been instituted.


 






    	33



    	 



    

 


(h)          Environmental Liability. In the event that the Collateral Agent is requested to acquire title to an asset for any
reason, or take any managerial action of any kind in regard thereto, which in the Collateral Agent’s sole discretion may
cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause
the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or
local law, the Collateral Agent reserves the right to not follow such direction, to resign as Collateral Agent or to arrange for
the transfer of the title or control of the asset to a court appointed receiver. Neither the Trustee nor the Collateral Agent will
be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal,
state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and
directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials
into the environment. Neither the Trustee nor the Collateral Agent shall be responsible for any loss incurred by the Secured Parties
by the Collateral Agent’s refusal to take actions to acquire title or other actions that may result in it being considered
an “owner or operator”.


 


8.            Security
Interest Absolute. All rights of the Collateral Agent and the security interests
granted to the Collateral Agent hereunder, and all obligations of Grantors hereunder, to the extent permitted by applicable law,
are absolute and unconditional, irrespective of:


 


(a)          Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; or


 


(b)          The failure of the Collateral Agent or any holder of a Note:


 


(i)            To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture
Document or otherwise, or


 


(ii)           To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties;
or


 


(c)          Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations
or any other extension, compromise or renewal of any Indenture Obligations; or


 


(d)          Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction
and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise
(and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever
by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Indenture Obligations); or


 


(e)          Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other
Indenture Document; or


 


(f)           Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment
to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or


 






    	34



    	 



    

 






(g)        Any
other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor,
including, without limitation, any and all suretyship defenses.


 


9.          Indemnity.


 


(a)          Each
Grantor jointly and severally agrees to indemnify, reimburse and hold the Collateral Agent, each other Secured Party and their
respective successors, assigns, officers, directors, employees, affiliates and agents (hereinafter in this Section 9 referred to
individually as “Indemnitee,” and collectively as “Indemnitees”) harmless from any and all
liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments and any and all out-of-pocket
costs, expenses or disbursements (including reasonable attorneys’ fees and expenses) (for the purposes of this Section 9
the foregoing are collectively called “expenses”) of whatsoever kind and nature imposed on, asserted against or incurred
by any of the Indemnitees in any way relating to or arising out of this Agreement, any other Indenture Document or any other document
executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated
hereby or thereby or the enforcement of any of the terms of, or the preservation of any rights under any thereof, or in any way
relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing,
possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects,
whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit, any tort (including
claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or property damage), or contract claim; provided, that no Indemnitee shall be indemnified pursuant
to this Section 9(a) for losses, damages or liabilities to the extent caused by the gross negligence or willful misconduct of such
Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Grantor agrees that
upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand,
action, suit or judgment, the relevant Grantor shall assume full responsibility for the defense thereof. Each Indemnitee agrees
to promptly notify the relevant Grantor of any such assertion of which such Indemnitee has knowledge.


 


(b)          Without
limiting the application of Section 9(a) hereof, each Grantor agrees, jointly and severally, to pay or reimburse the Collateral
Agent for any and all reasonable fees, out-of-pocket costs and expenses of whatever kind or nature incurred in connection with
the creation, preservation or protection of the Collateral Agent’s Liens on, and security interest in, the Collateral, including
all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge
of any taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other
fees, out-of-pocket costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Collateral
Agent’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions,
suits or proceedings arising out of or relating to the Collateral.


 






    	35



    	 



    




 


(c)           Without
limiting the application of Section 9(a) or (b) hereof, each Grantor agrees, jointly and severally, to pay, indemnify and hold
each Indemnitee harmless from and against any loss, out-of-pocket costs, damages and expenses which such Indemnitee may suffer,
expend or incur in consequence of or growing out of any misrepresentation by any Grantor in this Agreement, any other Indenture
Document or in any writing contemplated by or made or delivered pursuant to or in connection with this Agreement or any other Indenture
Documents.


 


(d)           If
and to the extent that the obligations of any Grantor under this Section 9 are unenforceable for any reason, such Grantor hereby
agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable
law.


 


(e)           Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Indenture Obligations
secured by the Collateral. The indemnity obligations of each Grantor contained in this Section 9 shall continue in full force and
effect notwithstanding the full payment of all of the other Indenture Obligations and notwithstanding the full payment of all the
Notes issued under the Indenture and the payment of all other Indenture Obligations and notwithstanding the discharge thereof and
the occurrence of the Termination Date.


 


(f)            To
the extent permitted by applicable law, no party hereto shall assert against any other party hereto or any Secured Party, and each
party hereby waives, any claim against any other party hereto or any Secured Party on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract,
tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related
to, this Agreement or any other Indenture Document or any agreement or instrument contemplated hereby or thereby or referred to
herein or therein, the transactions contemplated hereby or thereby, the Notes or the use of the proceeds thereof or any act or
omission or event occurring in connection therewith, and each party hereto hereby waives, releases and agrees not to sue any other
party hereto or any Secured Party upon any such claim or any such damages, whether or not accrued and whether or not known or suspected
to exist in its favor.


 


(g)           The
agreements in this Section shall survive repayment of the Indenture Obligations, all other amounts payable under the Indenture
Documents and the resignation or removal of the Collateral Agent.


  


10.          Miscellaneous.


 


(a)          Amendment.
None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in
writing duly signed by each Grantor and the Collateral Agent (with the written consent of the holders of the Notes in accordance
with the Indenture).


 






    	36



    	 



    

  


(b)          No
Waiver by Collateral Agent. Neither the failure by the Collateral Agent to exercise, nor the delay by the Collateral Agent
in exercising, any right or remedy upon any Event of Default shall be construed as a waiver of such Event of Default or as a waiver
of the right to exercise any such right or remedy at a later date. No single or partial exercise by the Collateral Agent of any
right or remedy hereunder shall exhaust the same or shall preclude any other or further exercise thereof, and every such right
or remedy hereunder may be exercised at any time. No waiver of any provision hereof or consent to any departure by any Grantor
therefrom shall be effective unless the same shall be in writing and signed by the Collateral Agent and then such waiver or consent
shall be effective only in the specific instances, for the purpose for which given and to the extent therein specified. No notice
to or demand on any Grantor in any case shall of itself entitle such Grantor to any other or further notice or demand in similar
or other circumstances.


 


(c)           Costs
and Expenses. The Grantors will upon demand pay to the Collateral Agent and the Secured Parties the amount of any and all reasonable,
documented, out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ agents’ and professional
advisors’ fees and expenses), which the Collateral Agent and the Secured Parties may incur in connection with the enforcement
of any of the rights of the Collateral Agent and the Secured Parties under the Indenture Documents in connection with any Event
of Default.


 


(d)           No
Third Party Beneficiaries. The agreements of the parties hereto are solely for the benefit of the Grantors, the Collateral
Agent, and the other Secured Parties and their respective successors and assigns and no other Person shall have any rights hereunder.


 


(e)           Termination;
Release. After the Termination Date, this Agreement (including any provision providing for the appointment of the Collateral
Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder shall terminate automatically
and without further action by any party, and the Collateral Agent, at the written request and sole expense of the Company, will
execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign,
transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral as may
be in possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement.
In addition, the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder:
(1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such
sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the
Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral
shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release
of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company;
and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral
Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or
occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as
shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted
by this Agreement.


 






    	37



    	 



    

  





(f)            Governing
Law; Submission to Jurisdiction.


 





(i)          THIS
AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE AND MATTERS RELATING TO THE CREATION, VALIDITY, ENFORCEMENT
OR PRIORITY OF THE LIENS CREATED BY THIS AGREEMENT, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAWS RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW) EXCEPT AS MAY BE REQUIRED BY
OTHER MANDATORY PROVISIONS OF LAW.


 


(ii)        Each
Grantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York
and of any New York State court sitting in New York City for the purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. Each Grantor hereby irrevocably waives, to the fullest extent permitted
by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. To the extent
permitted by applicable law, each Grantor further irrevocably agrees to the service of process of any of the aforementioned courts
in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested,
to such Grantor at the address referenced in Section 10(i), such service to be effective upon the date indicated on the postal
receipt returned from the Grantor.


 


(iii)       To
the extent any Grantor may, in any action or proceeding arising out of or relating to this Agreement, be entitled under any applicable
law to require or claim that the Collateral Agent or any Secured Party post security for costs or take similar action, such Grantor
hereby irrevocably (to the extent permitted by applicable law) waives and agrees not to claim the benefit of such entitlement.


 


(g)          WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR
THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES TO ENTER INTO THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS.


 


(h)           Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present
or future laws, such provision shall be fully severable, shall not impair or invalidate the remainder of this Agreement and the
effect thereof shall be confined to the provision held to be illegal, invalid or unenforceable.


 






    	38



    	 



    




 


(i)           Notices.
All notices to permitted or required under this Agreement may be sent as follows:


 


If to any Grantor:
to the address of each Grantor set forth on the signature page hereto with a copy (which shall not constitute notice) to:


 


Sidley Austin LLP 


2001 Ross Avenue 


Suite 3600 


Dallas, Texas 75201 


Attention: Christopher Gleason


   


If to the
Collateral Agent: 



 


TC Lending,
LLC 


301 Commerce
Street, Suite 3300 


Fort Worth,
TX 76102 


Attention:
Legal and Compliance Department


  


with a copy
to: 


 


Schulte Roth
& Zabel LLP 


919 Third
Avenue 


New York,
NY 10022 


Attention:
Frederic L. Ragucci


  


All notices to any Secured
Party permitted or required under this Agreement may be sent to the Collateral Agent with a copy to the Trustee.


 


Any notice
required to be given to any Grantor shall be given to all Grantors.


 


Unless otherwise specifically
provided herein, any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed
as set forth below each party’s name on the signature pages hereto. Each of the parties by written notice to each other may
designate additional or different addresses for notices to such Person. Any notice or communication to the parties shall be deemed
to have been given or made as of the date so delivered if personally delivered; when receipt is acknowledged, if faxed; and five
(5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address
or a notice sent by mail to the Collateral Agent shall not be deemed to have been given until actually received by the addressee).


 






    	39



    	 



    

  


(j)            Binding
Effect and Assignment. This Agreement (i) creates a continuing security interest in the Collateral, (ii) shall be binding on
each Grantor and its successors and assigns, and (iii) shall inure to the benefit of the Collateral Agent and its successors and
assigns. Neither the Collateral Agent’s nor Grantors’ rights and obligations hereunder may be assigned or otherwise
transferred without the prior written consent of the other party, except that the Collateral Agent’s rights under the Agreement
may be assigned to any Person to whom the Indenture Obligations are validly assigned in accordance with the Indenture Documents.


 


(k)           Cumulative
Rights. All rights and remedies of the Collateral Agent hereunder are cumulative of each other and of every other right or
remedy that the Collateral Agent may otherwise have at law or in equity or under any of the other Indenture Documents, and the
exercise of one or more of such rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of any other
rights or remedies. Further, except as specifically noted as a waiver herein, no provision of this Agreement is intended by the
parties to this Agreement to waive any rights, benefits or protection afforded to the Collateral Agent under the UCC.


 


(l)            Gender
and Number. Within this Agreement, words of any gender shall be held and construed to include the other gender, and words in
the singular number shall be held and construed to include the plural and words in the plural number shall be held and construed
to include the singular, unless in each instance the context requires otherwise.


 


(m)          Descriptive
Headings. The headings in this Agreement are for convenience only and shall in no way enlarge, limit or define the scope or
meaning of the various and several provisions hereof.


 


(o)          Additional
Grantors. Additional Subsidiaries may become a party to this Agreement by the execution and delivery of a Security Agreement
Joinder substantially in the form attached hereto as Annex E, and the execution and delivery of such other supporting documentation,
corporate governance and authorization documents, and an opinion of counsel, as required by Section 4.17 of the Indenture. 


 


[Signature Pages Follow]


 



    	40



    	 



    







 


EXECUTED as of the date first written
above. 


 


GRANTORS:


 


NEKTAR THERAPEUTICS, a Delaware corporation







	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 
	Title:	 	 	 







 


Address:


  


455 Mission Bay Boulevard South 

San Francisco, California 94158


 


COLLATERAL AGENT:


 


TC LENDING, LLC, as Collateral Agent 


	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 
	Title:	 	 	 





	






 






    	 



    	 



    




 


SCHEDULE 1


 


PLEDGED COMPANIES AND INTERESTS


 


	Name of entity	Jurisdiction	Number of shares

authorized	Number & percentage of

outstanding shares owned

by Company or subsidiary	Certificated or Uncertificated	Percentage of

Voting Stock

Pledged
	
        Nektar Therapeutics 

        UK Limited

         
	England	
        221,651,000 Ordinary 

        127,120 “A” Ordinary

         
	
        1,917,383 Ordinary (100%) 

        127,119 “A” Ordinary 

        (100%)

         
	Uncertificated	65%
	
        Nektar Therapeutics (India) Pvt. Ltd

         
	India	300,000,000	29,390,749 (99.9%)	Uncertificated	65%


 






    	 



    	 



    

 





SCHEDULE 2 


 


CORPORATE EXISTENCE


 


	Name of

Obligor/Chief

Executive Office and

Principal Place of

Business	Jurisdiction

of

Organization	Taxpayer

I.D.

Number	Organizational

I.D.

Number	Is Location

Owned or

Leased?	If Leased, Name

of Record Owner
	
        Nektar Therapeutics 

        455 Mission Bay Blvd South 

        San Francisco, CA 94158

         
	Delaware			Leased	
        Alexandria Real Estate Equities, Inc. 

        1700 Owens Street, Suite 590 

        San Francisco, CA 94158 

         

        Sublessor (West Wing): 

        Pfizer Inc. 

        235 East 42nd Street 

        New York, NY 10017 








Prior Company Names


 








	Current Name	Prior Name	Date of Change
	Nektar Therapeutics	Nektar Therapeutics AL, Corporation	July 31, 2009


 


Changes
in Identity or Structure 


 


(1)     On
July 31, 2009 Nektar Therapeutics AL, Corporation merged with and into Nektar Therapeutics as the surviving entity. 


 


(2)     On
December 2, 2010 Aerogen, Inc., a Delaware corporation, and previous subsidiary of the Company was dissolved. 


 






    	 



    	 



    




 


Trade
and Other Names Used by the Company and its Subsidiaries





 


1.
Nektar Therapeutics has used the name “Nektar Therapeutics Inc.” when required to use a suffix indicating that the
Company is an incorporated entity. 


 


Locations
of Tangible Collateral


 


	 Street Address

(including zip code)	Owned or

Leased?	Landlord
	
        Nektar Therapeutics 

        455 Mission Bay Blvd South 

        San Francisco, CA 94158

         
	Leased	
        Alexandria Real Estate Equities, Inc. 

        1700 Owens Street, Suite 590 

        San Francisco, CA 94158

         

        Sublessor (West Wing only): 

        Pfizer Inc. 

        235 East 42nd Street 

        New York, NY 10017

         

	
        Nektar Therapeutics Church Street Facility 

        1112 Church Street 

        Huntsville, AL 35801

         
	Owned	N/A
	
        Nektar Therapeutics Discovery Drive Campus 

        490 Discovery Drive 

        Huntsville, AL 35806

         
	Owned	N/A
	
        Nektar Therapeutics (Former Corporate Headquarters) 

        201 Industrial Road 

        San Carlos, CA 94070
	Leased	
        BMR-201 Industrial Road LP 

        17190 Bernardo Center Drive 

        San Diego, CA 92128

         

	
        Nektar Therapeutics (India) Private Limited 

        Sy Nos. 101/2 Genome Valley Laigadi Malakpet 

        Shameerpet Mandal Rangareddy District 

        Airport Exit Road 

        Begumpet, Hyderabad

         
	Owned	N/A



 



    	 



    	 



    



 


SCHEDULE 3 


 


COMMERCIAL TORT CLAIMS


 


None.


 






    	 



    	 



    




 


SCHEDULE 4


   


INTELLECTUAL PROPERTY RIGHTS 


 


 


Patents


 


(See
attached)


 






    	 



    	 



    




 


Trademarks


 


(See attached)


  



    	 



    	 



    




 


Domain Names


 


(See attached)


 






    	 



    	 



    




 


Copyrights/ Mask Works


 


None.


 







    	 



    	 



    

  


In-Bound Licenses


 


(See attached)


 






    	 



    	 



    

 





SCHEDULE 5


 


Lock-box Accounts; Deposit Accounts;
Securities Accounts 


 


(See attached)




 


 






    	 



    	 



    

  





SCHEDULE 6


 


Collateral
in Possession of Another Person


 


	Name and Address of Person in possession of

Collateral	Description of Collateral	Relationship to Company
	
        Gerresheimer Regensburg GmbH 

        Hirtenstrasse 50 

        Pfreimd 92536 

        Germany

         
	Equipment	Contract Manufacturer
	
        Veco B.V. 

        Karel van Gelreweg 22 

        6961 LB Eerbeek 

        6960 AA Eerbeek 

        The Netherlands

         
	Equipment	Contract Manufacturer




 






    	 



    	 



    





 


ANNEX A


 


Form
of Agreement Regarding Uncertificated Securities,

Limited Liability Company Interests and Partnership Interests


 


AGREEMENT (as amended,
modified, restated and/or supplemented from time to time, this “Agreement”), dated as of [_______ __, 201_],
among the undersigned pledgor (the “Pledgor”), TC Lending, LLC, not in its individual capacity but solely as
Collateral Agent (the “Pledgee”), and [__________], as the issuer of the Uncertificated Securities, Limited
Liability Company Interests and/or Partnership Interests (each as defined below) (the “Issuer”).


 


W I T N E S S E T H :


 


WHEREAS, the Pledgor[,
certain of its affiliates] and the Pledgee have entered into a Pledge and Security Agreement, dated as of October 5, 2015 (as amended,
modified, restated and/or supplemented from time to time, the “Security Agreement”), under which, among other
things, in order to secure the payment of the Indenture Obligations (as defined in the Security Agreement), the Pledgor has or
will pledge to the Pledgee for the benefit of the Secured Parties (as defined in the Security Agreement), and grant a security
interest in favor of the Pledgee for the benefit of the Secured Parties in, all of the right, title and interest of the Pledgor
in and to any and all [“uncertificated securities” (as defined in Section 8-102(a)(18) of the Uniform Commercial Code,
as adopted in the State of New York) (“Uncertificated Securities”)] [Partnership Interests (as defined in the
Security Agreement)] [Limited Liability Company Interests (as defined in the Security Agreement)], from time to time issued by
the Issuer, whether now existing or hereafter from time to time acquired by the Pledgor (with all of such [Uncertificated Securities]
[Partnership Interests] [Limited Liability Company Interests] being herein collectively called the “Issuer Pledged Securities”);
and


 


WHEREAS, the Pledgor
desires the Issuer to enter into this Agreement in order to perfect the security interest of the Pledgee under the Pledge Agreement
in the Issuer Pledged Securities, to vest in the Pledgee control of the Issuer Pledged Securities and to provide for the rights
of the parties under this Agreement;


 


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


 


1.     The Pledgor hereby
irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, to comply with any and all instructions and orders
originated by the Pledgee (and its successors and assigns) regarding any and all of the Issuer Pledged Securities without the further
consent by the registered owner (including the Pledgor), and, following its receipt of a notice from the Pledgee stating that the
Pledgee is exercising exclusive control of the Issuer Pledged Securities, not to comply with any instructions or orders regarding
any or all of the Issuer Pledged Securities originated by any person or entity other than the Pledgee (and its successors and assigns)
or a court of competent jurisdiction.


 






    	 



    	 



    

 


2.     The Issuer hereby
certifies that (i) no notice of any security interest, lien or other encumbrance or claim affecting the Issuer Pledged Securities
(other than the security interest of the Pledgee) has been received by it, and (ii) the security interest of the Pledgee in the
Issuer Pledged Securities has been registered in the books and records of the Issuer.


 


3.     The Issuer hereby
represents and warrants that (i) the pledge by the Pledgor of, and the granting by the Pledgor of a security interest in, the Issuer
Pledged Securities to the Pledgee, for the benefit of the Secured Parties, does not violate the charter, by-laws, partnership agreement,
membership agreement or any other agreement governing the Issuer or the Issuer Pledged Securities, and (ii) the Issuer Pledged
Securities consisting of capital stock of a corporation are fully paid and nonassessable.


 


4.     All notices, statements
of accounts, reports, prospectuses, financial statements and other communications to be sent to the Pledgor by the Issuer in respect
of the Issuer will also be sent to the Pledgee at the following address:


 


TC Lending,
LLC


301 Commerce
Street, Suite 3300


Fort Worth,
TX 76102


Attention:
Legal and Compliance Department


 


5.     Following its receipt
of a notice from the Pledgee stating that the Pledgee is exercising exclusive control of the Issuer Pledged Securities and until
the Pledgee shall have delivered written notice to the Issuer that all of the Indenture Obligations have been paid in full and
this Agreement is terminated, the Issuer will send any and all redemptions, distributions, interest or other payments in respect
of the Issuer Pledged Securities from the Issuer for the account of the Pledgee only by wire transfers to such account as the Pledgee
shall instruct.


 


6.     Except as expressly
provided otherwise in Sections 4 and 5, all notices, instructions, orders and communications hereunder shall be sent or delivered
by mail, telegraph, telex, telecopy, cable or overnight courier service and all such notices and communications shall, when mailed,
telexed, telecopied, cabled or sent by overnight courier, be effective when deposited in the mails or delivered to overnight courier,
prepaid and properly addressed for delivery on such or the next Business Day, or sent by telex or telecopier, except that notices
and communications to the Pledgee or the Issuer shall not be effective until received. All notices and other communications shall
be in writing and addressed as follows:


 


(a)   if
to the Pledgor, at:





	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Attention:	 	 
	 	Telephone	 	No.:
	 	Fax No.:	 	 



  






    	 



    	 



    

 


(b)   if to the Pledgee,
at the address given in Section 4 hereof;


 


(c)   if to the Issuer,
at:


	 	 	 	 
	 	 	 	 
	 	 	 	 



 


or at such other address as shall have
been furnished in writing by any person described above to the party required to give notice hereunder. As used in this Section
6, “Business Day” means any day other than a Saturday, Sunday, or other day in which banks in New York are authorized
to remain closed.


 


7.     This Agreement shall
be binding upon the successors and assigns of the Pledgor and the Issuer and shall inure to the benefit of and be enforceable by
the Pledgee and its successors and assigns. This Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to
be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto. None of the terms and conditions of this Agreement may be changed, waived, modified or varied
in any manner whatsoever except in writing signed by the Pledgee, the Issuer and the Pledgor.


 


8.     This Agreement shall
be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict
of laws. 


 


IN WITNESS WHEREOF,
the Pledgor, the Pledgee and the Issuer have caused this Agreement to be executed by their duly elected officers duly authorized
as of the date first above written.


 





	 	[____________________________],	 	 
	 		as Pledgor	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	TC LENDING, LLC,	 	 
	 	not in its individual capacity but solely as Collateral Agent and Pledgee



 






    	 



    	 



    

 

	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	[____________________________],	 	 
	 		as the Issuer	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 






    	 



    	 



    

 


ANNEX B


 


GRANT OF SECURITY INTEREST

IN UNITED STATES TRADEMARKS


 


FOR GOOD AND VALUABLE
CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, [Name of Grantor], a __________ _________ (the “Grantor”)
with principal offices at ____________________________, hereby grants to TC Lending, LLC, as Collateral Agent, with principal offices
at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102, (the “Grantee”), a continuing security interest in
(i) all of the Grantor’s right, title and interest in, to and under to the United States trademarks, trademark registrations
and trademark applications (the “Marks”) set forth on Schedule A attached hereto, (ii) all proceeds (as such
term is defined in the Uniform Commercial Code of the State of New York as in effect from time to time) and products of the Marks,
(iii) the goodwill of the businesses with which the Marks are associated and (iv) all causes of action arising prior to or after
the date hereof for infringement of any of the Marks or unfair competition regarding the same.


 


THIS GRANT is made
to secure the satisfactory performance and payment of all the Obligations of the Grantor, as such term is defined in the Pledge
and Security Agreement among the Grantor, the other Grantors from time to time party thereto and the Grantee, dated as of October
5, 2015 (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”). Upon
the occurrence of the Termination Date (as defined in the Security Agreement), the Grantee shall execute, acknowledge, and deliver
to the Grantor an instrument in writing releasing the security interest in the Marks acquired under this Grant.


 






    	 



    	 



    

 


This Grant has been
granted in conjunction with the security interest granted to the Grantee under the Security Agreement. The rights and remedies
of the Grantee with respect to the security interest granted herein are as set forth in the Security Agreement, all terms and provisions
of which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall govern.


 


[Remainder of this
page intentionally left blank; signature page follows]


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Grant as of the ____ day of ____________, ____.


 


	 	[NAME OF GRANTOR], Grantor	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Grant as of the ____ day of ____________, ____.


 





	 	TC LENDING, LLC,

    as Collateral Agent and Grantee	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 






    	 



    	 



    

 





	STATE OF ______________	)
	 	) ss.:
	COUNTY OF ____________	)



 


On this ____ day of
_________, ____, before me personally came ________ ________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of [Name of Grantor], that [s]he is authorized to execute the foregoing Grant on behalf of said ____________
and that [s]he did so by authority of the [Board of Directors] of said ____________. 





	 	 	 
	 	Notary Public	 



 






    	 



    	 



    

 





	STATE OF ______________	)
	 	) ss:
	COUNTY OF ____________	)


 





On this ____ day of
_________, ____, before me personally came ________ _____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of TC Lending, LLC, that [s]he is authorized to execute the foregoing Grant on behalf of said TC Lending,
LLC and that [s]he did so by authority of the Board of Directors of said TC Lending, LLC. 





	 	 	 
	 	Notary Public	 


 






    	 



    	 



    

 





SCHEDULE A


 





	MARK	REG. NO.	REG. DATE



 






    	 



    	 



    

 


ANNEX C


 


GRANT OF SECURITY INTEREST

IN UNITED STATES PATENTS


 


FOR GOOD AND VALUABLE
CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, [Name of Grantor], a __________ _________ (the “Grantor”)
with principal offices at ____________________________, hereby grants to TC Lending, LLC, as Collateral Agent, with principal offices
at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102, (the “Grantee”), a continuing security interest in
(i) all of the Grantor’s rights, title and interest in, to and under the United States patents (the “Patents”)
set forth on Schedule A attached hereto, in each case together with (ii) all proceeds (as such term is defined in the Uniform Commercial
Code of the State of New York as in effect from time to time) and products of the Patents, and (iii) all causes of action arising
prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same.


 


THIS GRANT is made
to secure the satisfactory performance and payment of all the Obligations of the Grantor, as such term is defined in the Pledge
and Security Agreement among the Grantor, the other Grantors from time to time party thereto and the Grantee, dated as of October
5, 2015 (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”). Upon
the occurrence of the Termination Date (as defined in the Security Agreement), the Grantee shall execute, acknowledge, and deliver
to the Grantor an instrument in writing releasing the security interest in the Patents acquired under this Grant.


 






    	 



    	 



    

 


This Grant has been
granted in conjunction with the security interest granted to the Grantee under the Security Agreement. The rights and remedies
of the Grantee with respect to the security interest granted herein are as set forth in the Security Agreement, all terms and provisions
of which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall govern.


 


[Remainder of this
page intentionally left blank; signature page follows]


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Grant as of the ____ day of ____________, ____.


 





	 	[NAME OF GRANTOR], Grantor	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Grant as of the ____ day of ____________, ____.


 


	 	TC LENDING, LLC,

    as Collateral Agent and Grantee	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 





 






    	 



    	 



    

 


 


	STATE OF ______________	)
	 	) ss:
	COUNTY OF ____________	)








 


On this ____ day of
_________, ____, before me personally came ________ ________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of [Name of Grantor], that [s]he is authorized to execute the foregoing Grant on behalf of said ____________
and that [s]he did so by authority of the Board of Directors of said ____________. 


	 	 	 
	 	Notary Public	 





 






    	 



    	 



    




 





	STATE OF ______________	)
	 	) ss:
	COUNTY OF ____________	)


 


On this ____ day of
_________, ____, before me personally came ________ _____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of TC Lending, LLC, that [s]he is authorized to execute the foregoing Grant on behalf of said TC Lending,
LLC and that [s]he did so by authority of the Board of Directors of said TC Lending, LLC. 





	 	 	 
	 	Notary Public	 


 






    	 



    	 



    

 





SCHEDULE A


 





	PATENT	PATENT NO.	ISSUE DATE


 






    	 



    	 



    

 


ANNEX D


 


GRANT OF SECURITY INTEREST

IN UNITED STATES COPYRIGHTS


 


WHEREAS, [Name of
Grantor], a _______________ _____________ (the “Grantor”), having its chief executive office at ________________________,
_______________, is the owner of all right, title and interest in and to the United States copyrights and associated United States copyright
registrations and applications for registration set forth in Schedule A attached hereto;


 


WHEREAS, TC Lending,
LLC, as Collateral Agent, having its principal offices at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102 (the “Grantee”),
desires to acquire a security interest in said copyrights and copyright registrations and applications therefor; and


 


WHEREAS, the Grantor
is willing to grant to the Grantee a security interest in and lien upon the copyrights and copyright registrations and applications
therefor described above.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the terms and conditions of the Pledge
and Security Agreement, dated as of October 5, 2015, made by the Grantor, the other Grantors from time to time party thereto and
the Grantee (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”),
the Grantor hereby assigns to the Grantee as collateral security, and grants to the Grantee a continuing security interest in,
to and under (i) the copyrights and copyright registrations and applications therefore set forth in Schedule A attached hereto
(the “Copyrights”), (ii) all proceeds (as such term is defined in the Uniform Commercial Code of the State of
New York as in effect from time to time) and products of the Copyrights, and (iii) all causes of action arising prior to or after
the date hereof for infringement of any of the Copyrights or unfair competition regarding the same.


 


Upon the occurrence
of the Termination Date (as defined in the Security Agreement), the Grantee shall execute, acknowledge, and deliver to the Grantor
an instrument in writing releasing the security interest in the Copyrights acquired under this Grant.


 


This Grant has been
granted in conjunction with the security interest granted to the Grantee under the Security Agreement. The rights and remedies
of the Grantee with respect to the security interest granted herein are as set forth in the Security Agreement, all terms and provisions
of which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall govern.


 


[Remainder of this
page intentionally left blank; signature page follows]


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Grant as of the ____ day of ____________, ____.


 





	 	[NAME OF GRANTOR], Grantor	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed this Grant as of the ____ day of ____________, ____.


 


	 	TC LENDING, LLC,

    as Collateral Agent and Grantee	 	 
	 	 	 	 	 
	 	By	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 





 






    	 



    	 



    

 





	STATE OF ______________	)
	 	) ss:
	COUNTY OF ____________	)


 


On this __ day of _________,
____, before me personally came ___________ ______________, who being duly sworn, did depose and say that [s]he is ___________________
of [Name of Grantor], that [s]he is authorized to execute the foregoing Grant on behalf of said corporation and that [s]he did
so by authority of the Board of Directors of said corporation.


 


	 	 	 
	 	Notary Public	 





 






    	 



    	 



    




 





	STATE OF ______________	)
	 	) ss.:
	COUNTY OF ____________	)


 


On this ____ day of
_________, ____, before me personally came ________ __________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of TC Lending, LLC, that [s]he is authorized to execute the foregoing Grant on behalf of said TC Lending,
LLC and that [s]he did so by authority of the Board of Directors of said TC Lending, LLC.





	 	 	 
	 	Notary Public	 





 






    	 



    	 



    




 


ANNEX E


 


FORM OF 


PLEDGE AND SECURITY AGREEMENT JOINDER


  


This SECURITY AGREEMENT
JOINDER (as the same may from time to time be amended, restated, supplemented or otherwise modified, this “Agreement”),
is made as of the [__] day of [______, _____] by [______________________], a [___________] [___________] (“New Grantor”),
in favor of TC Lending, LLC, as the collateral agent (“Collateral Agent”), for the benefit of the Secured Parties
(as defined in the Security Agreement).


  


WHEREAS, Nektar Therapeutics,
a Delaware corporation (the “Company”) entered into an Indenture, dated as of October 5, 2015 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Company has issued
7.750% Senior Secured Notes due 2020 in a principal amount of $250,000,000 (and, together with any additional notes that may be
issued by the Company from time to time thereunder or exchanged therefor or for such additional notes, the “Notes”);


  


WHEREAS, in connection
with the Indenture, certain of the Company’s subsidiaries (such subsidiaries, together with the Company, each, a “Grantor”
and, collectively, the “Grantors”) entered into that certain Pledge and Security Agreement, dated as of October
5, 2015 (as the same may from time to time be amended, restated or otherwise modified, the “Security Agreement”),
pursuant to which the Grantors granted to the Collateral Agent, for the benefit of the Secured Party, a security interest in and
pledge of substantially all of their assets;


  


WHEREAS, New Grantor,
a subsidiary of the Company, deems it to be in the direct pecuniary and business interests of New Grantor that the Company continue
to obtain from the Secured Parties the financial accommodations provided for in the Indenture;


  


WHEREAS, New Grantor
understands that the Secured Parties are willing to continue grant such financial accommodations only upon certain terms and conditions,
one of which is that New Grantor grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in
and a collateral assignment of New Grantor’s Collateral, as hereinafter defined, and this Agreement is being executed and
delivered in consideration of each financial accommodation granted to the Company by the Secured Parties, and for other valuable
consideration;


  


WHEREAS, pursuant to
Section 4.17 of the Indenture and Section 10(o) of the Security Agreement, New Grantor has agreed that, effective on [_______],
[____] (the “Joinder Effective Date”), New Grantor shall become a party to the Security Agreement and shall
become a “Grantor” thereunder; and


  


WHEREAS, except as
specifically defined herein, capitalized terms used herein that are defined in the Security Agreement shall have their respective
meanings ascribed to them in the Security Agreement;


  






    	 



    	 



    

 


NOW, THEREFORE, in
consideration of the benefits accruing to New Grantor, the receipt and sufficiency of which are hereby acknowledged, New Grantor
hereby makes the following representations and warranties to the Collateral Agent and the Secured Parties, covenants to the Collateral
Agent and the Secured Parties, and agrees with the Collateral Agent as follows:


  


Section 1.           Assumption and Joinder.
On and after the Joinder Effective Date:


  


(a)          New Grantor hereby irrevocably
and unconditionally assumes, agrees to be liable for, and agrees to perform and observe, each and every one of the covenants, rights,
promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a “Grantor” under the
Security Agreement and all of the other Indenture Documents (as defined in the Indenture) applicable to it as a Grantor under the
Security Agreement;


 


(b)          New Grantor shall become bound
by all representations, warranties, covenants, provisions and conditions of the Security Agreement and each other Indenture Document
applicable to it as a Grantor under the Security Agreement, as if New Grantor had been the original party making such representations,
warranties and covenants; and


 


(c)          all references to the term “Grantor”
in the Security Agreement or in any other Indenture Document, or in any document or instrument executed and delivered or furnished,
or to be executed and delivered or furnished, in connection therewith shall be deemed to be a reference to, and shall include,
New Grantor.


 


Section 2.          Grant of Security
Interests. In consideration of and as security for the full and complete payment, and performance when due, of all of the Obligations,
New Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of New Grantor’s
Collateral.


  


Section 3.          Representations and
Warranties of New Grantor. New Grantor hereby represents and warrants to Collateral Agent and each Secured Party that:


 


(a)          New Grantor has the requisite
corporate power and authority to enter into this Agreement and to perform its obligations hereunder and under the Security Agreement
and any other Indenture Document to which it is a party. The execution, delivery and performance of this Agreement by New Grantor
and the performance of its obligations under this Agreement, the Security Agreement, and any other Indenture Document have been
duly authorized by the board of directors of New Grantor and no other corporate proceedings on the part of New Grantor are necessary
to authorize the execution, delivery or performance of this Agreement, the transactions contemplated hereby or the performance
of its obligations under this Agreement, the Security Agreement or any other Indenture Document. This Agreement has been duly executed
and delivered by New Grantor. This Agreement, the Security Agreement and each Indenture Document constitutes the legal, valid and
binding obligation of New Grantor enforceable against it in accordance with its respective terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and
by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity.


 






    	 



    	 



    

 


(b)          Attached hereto as Exhibit
A are supplemental schedules to the Indenture, which schedules set forth the information required by the Indenture with respect
to New Grantor.


 


(c)          Each of the representations
and warranties set forth in the Security Agreement are true and correct in all material respects on as and as of the date hereof
as such representations and warranties apply to New Grantor (except to the extent that any such representations and warranties
expressly relate to an earlier date) with the same force and effect as if made on the date hereof.


 


Section 4.          Further Assurances.
At any time and from time to time, at the sole expense of New Grantor, New Grantor will promptly and duly execute and deliver to
Collateral Agent any and all further instruments and documents and take such further action as may be reasonably necessary or appropriate
to effect the purposes of this Agreement.


 


Section 5.          Notice. All notices,
requests, demands and other communications to New Grantor provided for under the Security Agreement and any other Indenture Document
shall be addressed to New Grantor at the address specified on the signature page of this Agreement, or at such other address as
shall be designated by New Grantor in a written notice to Collateral Agent and the Secured Parties.


 


Section 6.          Binding Nature of
Agreement. All provisions of the Security Agreement and the other Indenture Documents shall remain in full force and effect
and be unaffected hereby. This Agreement shall be binding upon New Grantor and shall inure to the benefit of Collateral Agent and
the Secured Parties, and their respective successors and permitted assigns.


 


Section 7.          Miscellaneous.
This Agreement may be executed by facsimile signature, that, when so executed and delivered, shall be deemed to be an original.


  


Section 8.          Governing Law.
This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York, without regard to principles
of conflicts of laws.


 


[Remainder of page left intentionally blank]


 






    	 



    	 



    

 


JURY TRIAL WAIVER.
NEW GRANTOR HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, AMONG NEW GRANTOR, THE COMPANY, COLLATERAL AGENT AND THE SECURED PARTIES, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER NOTE
OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


  


IN WITNESS WHEREOF,
the undersigned have executed and delivered this Security Agreement Joinder as of the date first written above.





	 	 	 	 	 	 	 	 
	Address:	 	 	 	[NEW GRANTOR]
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 	 
	 	Attention:		 	Name:	 
	 	 	 	 	Title:	 	 







 






    	 



    	 



    

 


EXHIBIT A


 


Supplemental Schedules