Exhibit 10.8


 





AMENDED AND RESTATED SECURITY AND
PLEDGE AGREEMENT


 


This AMENDED AND
RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of ______________ (this “Agreement”), is among Notis Global,
Inc., a Nevada corporation (the “Company”), all subsidiaries and affiliates of the Company that are a signatory
hereto, either now or joined in the future (such subsidiaries and affiliates, the “Guarantors”), EWSD I, LLC,
a Delaware limited liability company (“EWSD”), Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited
liability company (“PASE”), PCH Investment Group, Inc., a California corporation (“PCH”; and, together
with the Company, the Guarantors, EWSD and PASE, the “Debtors”) and the holder of one or more of the Company’s
and PASE’s 10% Senior Secured Convertible Promissory Notes, in the aggregate principal amount of up to $3,600,000 (collectively,
the “Note”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured
Parties”). This Agreement amends and restates those certain Security and Pledge Agreements, dated, respectively, January
6, 2017, January 13, 2017, January 27, 2017, February 1, 2017, February 3, 2017, March 20, 2017, and April 27, 2017, by and among
the Debtors and the Secured Parties. This Agreement is subject to the below additional provisions. This Agreement shall be deemed
effective as of January 6, 2017.


 


W I T N E S S E T H:


 


WHEREAS, the Secured
Parties have agreed to extend the loans to or on behalf of the Company and/or PASE evidenced by the Note;


 


WHEREAS, in order to
induce the Secured Party to extend the loans evidenced by the Note, each Debtor has agreed to execute and deliver to the Secured
Parties this Agreement and to grant each Secured Party, pari passu with each other Secured Party, and through the Agent
(as defined in Section 18 hereof), a security interest in certain property of such Debtor to secure the prompt payment, performance
and discharge in full of all of the Company’s obligations under the Note in proportion to each secured parties loan amount.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(v)          All commercial tort
claims;


 


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


 


(vii)        All investment
property;


 


(viii)       All supporting
obligations;


 


(ix)          All assets of
and equity interests held by the Debtors; 


 


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


 


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


 






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


 


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


 


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


 


(c)           “Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction.


 






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


 


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


 


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


 


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


 


(h)           “Permitted
Liens” means the following:


 


(i)        Liens
imposed by law for taxes that are not yet due or are being contested in good faith, which in each case, have been appropriately
reserved for;


 


(ii)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested
in good faith;


 






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(iii)      pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(iv)      deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of business;


 


(v)       Liens
under this Agreement; and


 


(vi)      any
other Liens in favor of the Secured Parties.


 


(i)            “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


 


(j)            “Pledged
Interests” means the ownership and other equity interests in partnerships and limited liability companies (if any) included
in the Collateral.


 


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


 


(l)            “UCC”
means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states which has jurisdiction
with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that
defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed
in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions,
they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones
shall be controlling.


 


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


 


3.           Delivery of Certain
Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause to be delivered
to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, and (b) any
and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with all
Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered
to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities. Each Guarantor has,
pursuant to Section 8-103(c) of the UCC, elected in its Organizational Documents that the Pledged Interests shall be treated as
securities governed by Article 8 of the UCC.


 






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


 


(a)           Each Debtor has
the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise
to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement and the filings
contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required
by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal, valid and binding obligation
of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies
of creditors and by general principles of equity.


 


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


 


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


 






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


 


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


 


(f)            This Agreement
creates in favor of the Secured Parties a valid first priority security interest in the Collateral, securing the payment and performance
of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder
in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected.
Except for (i) the filing of the Uniform Commercial Code financing statements referred to in the immediately following paragraph,
(ii) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights
and copyright applications in the United States Copyright Office referred to in Section 4(mm), (iii) the recordation of the Intellectual
Property Security Agreement (as defined in Section 4(p) hereof) with respect to patents and trademarks of the Debtors in the United
States Patent and Trademark Office referred to in Section 4(oo), (iv) the execution and delivery of deposit account control agreements
satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Debtors, (v) if there
is any investment property or deposit account included as Collateral that can be perfected by “control” through an
account control agreement, the execution and delivery of securities account control agreements satisfying the requirements of 9-106
of the UCC with respect to each such investment property of the Debtors, and (vi) the delivery of the certificates and other instruments
provided in Section 3, Section 4(aa) and Section 4(cc), no action is necessary to create, perfect or protect the security interests
created hereunder. Without limiting the generality of the foregoing, except for the foregoing, no consent of any third parties
and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body
is required for (x) the execution, delivery and performance of this Agreement, (y) the creation or perfection of the Security Interests
created hereunder in the Collateral or (z) the enforcement of the rights of the Agent and the Secured Parties hereunder.


 


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


 






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(h)           The execution,
delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents
of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule
or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s
debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound
or affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Debtor) necessary
for any Debtor to enter into and perform its obligations hereunder have been obtained.


 


(i)            The capital stock
and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent all of the
capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly
or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company
is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance
except for the security interests created by this Agreement and other Permitted Liens as set forth on Schedule A hereto.


 


(j)            [Intentionally
Omitted.]


 


(k)           Each Debtor shall
at all times maintain the liens and Security Interests provided for hereunder as valid and perfected, first priority liens and
security interests in the Collateral in favor of the Secured Parties until this Agreement and the Security Interest hereunder shall
be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same against the claims of any and all persons
and entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured Parties. At the request of
the Agent, each Debtor will sign and deliver to the Agent on behalf of the Secured Parties at any time or from time to time one
or more financing statements pursuant to the UCC in form reasonably satisfactory to the Agent and will pay the cost of filing the
same in all public offices wherever filing is, or is deemed by the Agent to be, necessary or desirable to effect the rights and
obligations provided for herein. Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and other
amounts necessary to maintain the Collateral and the Security Interests hereunder, and each Debtor shall obtain and furnish to
the Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain
the priority of the Security Interests hereunder.


 


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


 


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


 






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


 


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


 


(p)           Each Debtor shall
promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing statements
or other instruments, documents, certificates and assurances and take such further action as the Agent may from time to time request
and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Parties’ security interest in the
Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect
to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured
Parties have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Agent, which Intellectual
Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof.


 






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


 


(r)            Each Debtor shall
take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of
action and accounts receivable in respect of the Collateral.


 


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


 


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


 


(u)           The Debtors shall
at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights and franchises
material to its business.


 


(v)           No Debtor will
change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal
or corporate structure, or identity, or add any new fictitious name unless it provides at least thirty (30) days prior written
notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing
statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced
by this Agreement.


 


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


 


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


 


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


 






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


 


(aa)         At any time and
from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession
by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the
Agent.


 


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


 


(cc)         Each Debtor shall
cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is not possible, then
to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement.
To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying chattel
paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor Section thereto).


 


(dd)         If there is any
investment property or deposit account included as Collateral that can be perfected by “control” through an account
control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory
to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Parties.


 


(ee)         To the extent
that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying letter
of credit to consent to an assignment of the proceeds thereof to the Secured Parties.


 


(ff)          To the extent
that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Agent in notifying such
third party of the Secured Parties’ security interest in such Collateral and shall use its best efforts to obtain an acknowledgement
and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Agent.


 


(gg)         If any Debtor
shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Parties in a writing signed
by such Debtor of the particulars thereof and grant to the Secured Parties in such writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Agent.


 






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(hh)         Each Debtor shall
immediately provide written notice to the Secured Parties of any and all accounts which arise out of contracts with any governmental
authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such accounts and
proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and cooperate with the Agent
in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or
local statute or rule to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(pp)         Except
as set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of
the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local
statute or rule in respect of such Collateral. 


 






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


 


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


 


(a)           The occurrence
of an Event of Default (as defined in the Note) under the Note or under any other Transaction Document;


 


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


 


(c)           The failure by
any Debtor to observe or perform any of its obligations hereunder or thereunder for five (5) days after delivery to such Debtor
of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within
such time frame and such Debtor is using best efforts to cure same in a timely fashion; or


 


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


 


7.           Duty to Hold
in Trust.


 


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


 






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


 


8.           Rights and Remedies
Upon Default.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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9.           Applications
of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on
account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding,
storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs
incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent
in enforcing the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral,
and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of
the Note at the time of any such determination), and to the payment of any other amounts required by applicable law, after which
the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of
the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the
Debtors will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted
by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Parties
to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against
the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross
negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a
court of competent jurisdiction.


 


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


 


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


 






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


 


13.           Security Interests
Absolute. All rights of the Secured Parties and all obligations of each Debtor hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note or any agreement entered into in connection
with the foregoing, or any portion hereof or thereof, against any other Debtor; (b) any change in the time, manner or place of
payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent
to any departure from the Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release
or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral
for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain,
adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral;
or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge
of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full,
the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation,
the running of the statute of limitations. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice
of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received
by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference
or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to
any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation
of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement,
but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives
all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured
Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason
of the application of the statute of limitations to any obligation secured hereby.


 






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14.           Term of Agreement.
This Agreement and the Security Interests shall terminate on the date on which all payments under the Note have been indefeasibly
paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the Debtors contained
in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and in full force and
effect regardless of the termination of this Agreement.


 


15.           Power of Attorney;
Further Assurances.


 


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


 






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(b)           On a continuing
basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording
agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached hereto,
all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by
the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement,
or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under
the UCC.


 


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


 


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


 


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


 


18.           Appointment
of Agent. The Secured Parties hereby appoint Redwood Management LLC to act as their agent (“Redwood” or
“Agent”) for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment
shall continue until revoked in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent,
provided that Redwood may not be removed as Agent unless Redwood shall then hold less than $20,000 in principal amount of the Note;
provided, further, that such removal may occur only if each of the other Secured Parties shall then hold not less
than an aggregate of eighty percent (80%) in principal amount of Note. The Agent shall have the rights, responsibilities and immunities
set forth in Annex B hereto.


 






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19.           Miscellaneous.


 


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


 


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


 


(c)           This Agreement,
together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement may be waived,
modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors and the Secured
Parties holding 67% or more of the principal amount of the Note then outstanding, or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought.


 


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


 


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


 


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


 






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


 


(h)           Except to the
extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, each Debtor agrees that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and the Note (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York, Borough of Manhattan. Except to the extent mandatorily governed
by the jurisdiction or situs where the Collateral is located, each Debtor hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding
is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any
such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.


 


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


 


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


 






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(k)           Each Debtor shall
indemnify, reimburse and hold harmless the Agent and the Secured Parties and their respective partners, members, shareholders,
officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively,
“Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and
expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed
on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement
or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from
the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision of a court of competent
jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in
the Note, or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.


 


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


 


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


  


[SIGNATURE PAGE OF DEBTORS FOLLOWS]


 






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


 


	NOTIS GLOBAL, INC. 


	 
	 	 	 
	By: 
	 	 
	 	Name: 
 Title:	 
	 	 	 
	PCH INVESTMENT GROUP, INC. 


	 
		 	 
	By:	 	 
	 	Name: 
 Title:	 
	 	 	 
	EWSD I, LLC	 
	 	 	 
	By:	 	 
	 	Name: 
 Title:	 
	 	 	 
	PUEBLO AGRICULTURE SUPPLY AND EQUIPMENT, LLC	 
	 	 	 
	By:	 	 
	 	Name: 
 Title:	 



 


[SIGNATURE
PAGE OF SECURED PARTIES FOLLOWS]


 






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[SIGNATURE PAGE OF SECURED PARTIES TO SECURITY
AGREEMENT]


 


Name of Investing Entity: Redwood Management
LLC


 


Signature of Authorized Signatory of Investing
Entity: _________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


Name of Investing Entity: Yorkville Capital
Management LLC


 


Signature of Authorized Signatory of Investing
Entity: _________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


Name of Investing Entity: Yorkville Chicago
Venture Partners LP


 


Signature of Authorized Signatory of Investing
Entity: _________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________





 






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DISCLOSURE SCHEDULES


 


Security Agreement


 


The following are the Disclosure Schedules
(the “Disclosure Schedules”) referred to in that certain Amended and Restated Security Agreement, dated as of
___________ (the “Agreement”), effective as of January 6, 2017, by and between Notis Global, Inc., a Nevada
corporation (the “Company”), all subsidiaries and affiliate of the Company that is a signatory hereto either
now or joined in the future (such subsidiaries and affiliates, the “Guarantors”), PCH Investment Group, Inc.,
a California corporation (“PCH”; and, together with the Company and the Guarantors, the “Debtors”)
and the holders of the Company’s 10% Senior Secured Convertible Promissory Note, in the original aggregate principal amount
of $3,600,000 (the “Note”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured
Parties”).


 


Schedule A


Principal Place of Business of Debtors;


Locations Where Collateral is Located
or Stored; 


Permitted Liens 


 


Schedule B


Ownership Interest to Collateral 


 


Schedule C


Filing Jurisdictions 


 


Schedule D


Legal Names and Organizational Identification
Numbers 


 


Schedule E


Names; Mergers and Acquisitions 


 


Schedule F


Intellectual Property


 


Schedule G


Account Debtors


 






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Schedule H


Pledged Securities


 






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ANNEX A


 


To


 


AMENDED AND RESTATED SECURITY AND PLEDGE
AGREEMENT 


 


FORM OF ADDITIONAL DEBTOR JOINDER


 


Amended and Restated
Security and Pledge Agreement, dated as of __________ (the “Security Agreement”), effective as of January 6,
2017, made by Notis Global, Inc., all subsidiaries and affiliate of the Company that is a signatory thereto either now or joined
in the future (such subsidiaries and affiliates, the “Guarantors”), EWSD I, LLC, a Delaware limited liability
company (“EWSD”), Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company (“PASE”),
PCH Investment Group, Inc., a California corporation (“PCH”; and, together with the Company, the Guarantors, EWSD and
PASE, the “Debtors”) and the holders of the Company’s and PASE’s 10% Senior Secured Convertible
Promissory Note, in the original aggregate principal amount of $3,600,000 signatory thereto, their endorsees, transferees and assigns
(collectively, the “Secured Parties”).


 


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


 


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


 


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


 


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


 


[SIGNATURE
PAGE FOLLOWS]


 






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


 


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


Dated:


 






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ANNEX B


to


AMENDED AND RESTATED SECURITY AND PLEDGE
AGREEMENT


 


THE AGENT


 


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


 


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


 


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


 






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


 


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


 


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


 






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7.            Resignation by
the Agent.


 


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


 


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


 


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


 


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


 






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