Exhibit
10.2


 


SECURITY
AND PLEDGE AGREEMENT


 








THIS
SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of April 13, 2017, among UNITED ONLINE,
INC., a Delaware corporation (the “Borrower”), the other parties identified as “Grantors” on the
signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower,
each individually a “Grantor”, and collectively, the “Grantors”) and BANC OF CALIFORNIA,
N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured
Parties.


 








RECITALS


 








WHEREAS,
pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, modified, extended, restated, renewed, replaced,
or supplemented from time to time, the “Credit Agreement”) among the Borrower, the Secured Guarantors, the
Lenders party thereto and the Administrative Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon the
terms and subject to the conditions set forth therein; and


 








WHEREAS,
this Agreement is required by the terms of the Credit Agreement.


 








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


 








		1.	Definitions.









 


(a)           Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. With reference
to this Agreement, unless otherwise specified herein: (i) the definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms, (iii) the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”, (iv) the word “will” shall be construed to have
the same meaning and effect as the word “shall”, (v) any definition of, or reference to, any agreement, instrument
or other document herein shall be construed as referring to such agreement, instrument or other document, as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (vi) any reference herein to any Person shall be construed to include such Person’s permitted successors
and assigns, (vii) the words “herein”, “hereof” and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (viii) all references
herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement,
(ix) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (x) the
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form, (xi) in the computation of periods
of time from a specified date to a later specified date, the word “from” means “from and including;” the
words “to” and “until” each mean “to but excluding;” and the word “through” means
“to and including”, (xii) Section headings herein are included for convenience of reference only and shall not affect
the interpretation of this Agreement and (xiii) where the context requires, terms relating to the Collateral or any part thereof,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.


 






     


    


    







 


(b)         
The following terms shall have the meanings set forth in the UCC (defined below): Accession, Account, Account Debtor, Adverse
Claim, As-Extracted Collateral, Certificated Security, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account,
Document, Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures, General Intangible, Goods, Instrument,
Inventory, Investment Company Security, Investment Property, Letter-of-Credit Right, Manufactured Home, Payment Intangible, Proceeds,
Securities Account, Securities Intermediary, Security, Software, Supporting Obligation and Tangible Chattel Paper.


 


(c)          
In addition, the following terms shall have the meanings set forth below:


 


“Assignment
of Claims Act” means the Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C.
Section 3727), including all amendments thereto and regulations promulgated thereunder.


 








“Collateral”
has the meaning provided in Section 2 hereof.


 





“Control”
means the manner in which “control” is achieved under the UCC with respect to any Collateral for which the UCC specifies
a method of achieving “control”.


  





“Copyright
License” means any agreement now or hereafter in existence, providing for the grant by, or to, any rights (including,
without limitation, the grant of rights for a party to be designated as an author or owner and/or to enforce, defend, use, display,
copy, manufacture, distribute, exploit and sell, make derivative works, and require joinder in suit and/or receive assistance
from another party) covered in whole or in part by a Copyright.


 








“Copyrights”
means, collectively, all of the following of any Grantor: (i) all copyrights, works protectable by copyright, copyright registrations
and copyright applications anywhere in the world, (ii) all derivative works, counterparts, extensions and renewals of any of the
foregoing, (iii) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or
with respect to any of the foregoing, including, without limitation, damages or payments for past, present and future infringements,
violations or misappropriations of any of the foregoing, (iv) the right to sue for past, present and future infringements, violations
or misappropriations of any of the foregoing and (v) all rights corresponding to any of the foregoing throughout the world.


 








“Government
Contract” means a contract between any Grantor and an agency, department or instrumentality of the United States or
any state, municipal or local Governmental Authority located in the United States or all obligations of any such Governmental
Authority arising under any Account now or hereafter owing by any such Governmental Authority, as Account Debtor, to any Grantor.


 






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“Intellectual
Property” means, collectively, all of the following of any Grantor: (i) all systems software and applications software
(including source code and object code), all documentation for such software, including, without limitation, user manuals, flowcharts,
functional specifications, operations manuals, and all formulas, processes, ideas and know-how embodied in any of the foregoing,
(ii) concepts, discoveries, improvements and ideas, know-how, technology, reports, design information, trade secrets, practices,
specifications, test procedures, maintenance manuals, research and development, inventions (whether or not patentable), blueprints,
drawings, data, customer lists, catalogs, and all physical embodiments of any of the foregoing, (iii) Patents and Patent Licenses,
Copyrights and Copyright Licenses, Trademarks and Trademark Licenses and (iv) other agreements with respect to any rights in any
of the items described in the foregoing clauses (i), (ii), and (iii).


 








“Issuer”
means the issuer of any Pledged Equity.


 








“Patent
License” means any agreement, now or hereafter in existence, providing for the grant by, or to, any Grantor of any rights
(including, without limitation, the right for a party to be designated as an owner and/or to enforce, defend, make, have made,
make improvements, manufacture, use, sell, import, export, and require joinder in suit and/or receive assistance from another
party) covered in whole or in part by a Patent.





 





“Patents”
means collectively, all of the following of any Grantor: (i) all patents, all inventions and patent applications anywhere in the
world, (ii) all improvements, counterparts, reissues, divisional, re-examinations, extensions, continuations (in whole or in part)
and renewals of any of the foregoing and improvements thereon, (iii) all income, royalties, damages or payments now or hereafter
due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages
or payments for past, present or future infringements, violations or misappropriations of any of the foregoing, (iv) the right
to sue for past, present and future infringements, violations or misappropriations of any of the foregoing and (v) all rights
corresponding to any of the foregoing throughout the world.





 



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“Pledged
Equity” means, with respect to each Grantor, (i) 100% of the issued and outstanding Equity Interests of each Domestic
Subsidiary of such Grantor that is directly owned by such Grantor and (ii) 65% (or such greater percentage that, due to a change
in an applicable Law after the date hereof, that could not reasonably be expected to cause the undistributed earnings of such
Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to such Foreign
Subsidiary’s United States parent) of the issued and outstanding Equity Interests entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning
of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary of such Grantor that is directly owned by such Grantor, including
the Equity Interests of the Subsidiaries owned by such Grantor as set forth on Schedule 5.21(f) to the Credit Agreement
(as updated from time to time in accordance with the Credit Agreement), in each case together with the certificates (or other
agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with
respect thereto, including, but not limited to, the following:


 








(1)     all
Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof,
or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights
or options issued to the holder thereof, or otherwise in respect thereof; and


 








(2)     in
the event of any consolidation or merger involving any Issuer and in which such Issuer is not the surviving Person, all shares
of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the
extent that such successor Person is a direct Subsidiary of a Grantor.





 


“Trademark
License” means any agreement, now or hereafter in existence, providing for the grant by, or to, any Grantor of any rights
in (including, without limitation, the right for a party to be designated as an owner and/or to enforce, defend, use, mark, police,
and require joinder in suit and/or receive assistance from another party) covered in whole, or in part, by a Trademark.


 








“Trademarks”
means, collectively, all of the following of any Grantor: (i) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, internet domain names, trade styles, service marks, logos, other business identifiers, whether
registered or unregistered, all registrations and recordings thereof, and all applications in connection therewith (other than
each United States application to register any trademark or service mark prior to the filing under applicable Law of a verified
statement of use for such trademark or service mark) anywhere in the world, (ii) all counterparts, extensions and renewals of
any of the foregoing, (iii) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing
or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements,
violations, dilutions or misappropriations of any of the foregoing, (iv) the right to sue for past, present or future infringements,
violations, dilutions or misappropriations of any of the foregoing and (v) all rights corresponding to any of the foregoing (including
the goodwill) throughout the world.


 








“Vehicles”
means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title
under the laws of any state, all tires and all other appurtenances to any of the foregoing.


 



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“Vessel”
means any watercraft or other artificial contrivance used, or capable of being used, as a means of transportation on water (including,
without limitation, those whose primary purpose is the maritime transportation of cargo or which are otherwise engaged, used or
useful in any business activities of the Grantors) which are owned by and registered (or to be owned and registered) in the name
of any of the Grantors, including, without limitation, any Vessel leased or otherwise registered in the foregoing parties’
names, pursuant to a lease or other operating agreement constituting a capital lease obligation, in each case together with all
related spares, equipment and any additional improvements, vessel owned, bareboat chartered or operated by a Grantor other than
Vessels owned by an entity other than a Grantor and which are managed under Vessel management agreements.


 








“UCC”
means the Uniform Commercial Code as in effect from time to time in the state of California except as such term may be used in
connection with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral
shall apply.


 








“USPTO”
means the United States Patent and Trademark Office.


 








“Work”
means any work that is subject to copyright protection pursuant to Title 17 of the United States Code.


 








2.            Grant
of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of
time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Administrative
Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all
right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or
arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash, currency and Cash Equivalents;
(c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims
set forth on Schedule 5.21(e) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement);
(e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Goods;
(k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (n) all Investment Property; (o) all Letter-of-Credit Rights;
(p) all Payment Intangibles; (q) all Pledged Equity; (r) all Securities Accounts; (s) all Software; (t) all Supporting Obligations;
(u) all Vehicles; (v) all books and records pertaining to the Collateral; (w) all Accessions and all Proceeds and products of
any and all of the foregoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such
Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein.


 



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Notwithstanding
anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded
Property, (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant
of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated
by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof
or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and
interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use
trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would
impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result
of such intent-to-use trademark applications under applicable Law; provided that upon submission and acceptance by the
USPTO of an amendment to allege pursuant to 15 U.S.C. Section 1060(a) or any successor provision, such intent-to-use trademark
application shall be considered Collateral; provided, further that (i) any such limitation described in the foregoing
clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate
or accelerate or alter the Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable
Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such
prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license,
contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting
of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible,
permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be
included as Collateral hereunder.


 








The
Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest
created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now
existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.


 








3.        Representations
and Warranties. Each Grantor hereby represents and warrants to the Administrative Agent, for the benefit of the Secured Parties,
that until the Facility Termination Date:


 








  (a)     Ownership.
Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.
There exists no Adverse Claim with respect to the Pledged Equity of such Grantor.


 








  (b)
    Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative
Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall
constitute a valid and perfected, first priority security interest in such Collateral (including all uncertificated Pledged Equity
consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security
interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated
any currently effective agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted
Liens. The taking possession by the Administrative Agent of the certificated securities (if any) evidencing the Pledged Equity
and all other Instruments constituting Collateral will perfect and establish the first priority of the Administrative Agent’s
security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any
Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery
by the applicable Grantor, the applicable Securities Intermediary and the Administrative Agent of an agreement granting control
to the Administrative Agent over such Collateral, the Administrative Agent shall have a valid and perfected, first priority security
interest in such Collateral.


 




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  (c)
    Types of Collateral. None of the Collateral consists of, or is the Proceeds of, (i) As-Extracted
Collateral, (ii) Consumer Goods, (iii) Farm Products, (iv) Manufactured Homes, (v) standing timber, (vi) an aircraft, airframe,
aircraft engine or related property, (vii) an aircraft leasehold interest, (viii) a Vessel or (ix) any other interest in or to
any of the foregoing.


  





  (d)
    Accounts. (i) Each Account of the Grantors and the papers and documents relating thereto are genuine
and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered
by such Grantor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Grantor to, the
account debtor named therein, (iii) no Account of a Grantor is evidenced by any Instrument or Chattel Paper unless, subject to
Section 5.21(c) of the Credit Agreement and Section 4(c)(i) of this Agreement, such Instrument or Chattel Paper, to the extent
requested by the Administrative Agent, has been endorsed over and delivered to, or submitted to the control of, the Administrative
Agent, (iv) no surety bond was required or given in connection with any Account of a Grantor or the contracts or purchase orders
out of which they arose, (v) the right to receive payment under each Account may be assigned as a matter of law, and (vi) no Account
Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent,
whether in any proceeding to enforce the Administrative Agent’s rights in the Collateral otherwise, except defenses, setoffs,
claims or counterclaims that are not, in the aggregate, material to the value of the Accounts, taken as a whole.


 








  (e)     
Equipment and Inventory. With respect to any Equipment and/or Inventory of a Grantor, each such Grantor has exclusive possession
and control of such Equipment and Inventory of such Grantor except for (i) Equipment leased by such Grantor as a lessee, (ii)
Equipment or Inventory in transit with common carriers or (iii) Equipment and/or Inventory in the possession or control of a warehouseman,
bailee or any agent or processor of such Grantor to the extent such Grantor has complied with Section 4(e). No Inventory of a
Grantor is held by a Person other than a Grantor pursuant to consignment, sale or return, sale on approval or similar arrangement.
Collateral consisting of Inventory is of good and merchantable quality, free from material defects. None of such Inventory is
subject to any licensing, Patent, Trademark, trade name or Copyright with any Person that restricts any Grantor’s ability
to use, manufacture, lease, sell or otherwise dispose of such Inventory. The completion of the manufacturing process of such Inventory
by a Person other than the applicable Grantor would be permitted under any contract to which such Grantor is a party or to which
the Inventory is subject.


 








  (f)     
Authorization of Pledged Equity. All Pledged Equity (i) is duly authorized and validly issued, (ii) is fully paid and,
to the extent applicable, nonassessable and is not subject to the preemptive rights of any Person, (iii) is beneficially owned
as of record by a Grantor and (iv) constitute all the issued and outstanding shares of all classes of the equity of such Issuer
issued to such Grantor.


 




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(g)          No
Other Equity Interests, Instruments, Etc. As of the Closing Date, (i) no Grantor owns any certificated Equity Interests in
any Subsidiary that are required to be pledged and delivered to the Administrative Agent hereunder except as set forth on Schedule
5.21(f) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement), and (ii) no Grantor
holds any Instruments, Documents or Tangible Chattel Paper required to be pledged and delivered to the Administrative Agent pursuant
to Section 4(c)(i) of this Agreement other than as set forth on Schedule 5.21(c) to the Credit Agreement (as updated from
time to time in accordance with the Credit Agreement). Subject to Section 5.21(c) of the Credit Agreement and Section 4(c)(i)
of this Agreement, all such certificated securities, Instruments, Documents and Tangible Chattel Paper have been delivered to
the Administrative Agent to the extent (A) requested by the Administrative Agent or (B) as required by the terms of this Agreement
and the other Loan Documents.


 


(h)          Partnership
and Limited Liability Company Interests. Except as previously disclosed to the Administrative Agent, none of the Collateral
consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or
in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is
an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.


 


(i)
          Contracts; Agreements; Licenses. No Grantor has
any Material Contracts, agreements or licenses which are non-assignable by their terms, or as a matter of law, or which prevent
the granting of a security interest therein.


 


(j)           Consents;
Etc. No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority
or any other Person (including, without limitation, any stockholder, member or creditor of such Grantor), is necessary or required
for (i) the grant by such Grantor of the security interest in the Collateral granted hereby or for the execution, delivery or
performance of this Agreement by such Grantor, (ii) the perfection of such security interest (to the extent such security interest
can be perfected by filing under the UCC, the granting of control (to the extent required under Section 4(c) hereof) or by filing
an appropriate notice with the USPTO or the United States Copyright Office) or (iii) the exercise by the Administrative Agent
or the Secured Parties of the rights and remedies provided for in this Agreement (including, without limitation, as against any
Issuer), except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act,
(B) the filing of appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining control to perfect
the Liens created by this Agreement (to the extent required under Section 4(c) hereof), (D) such actions as may be required by
Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign Laws affecting the
pledge of the Pledged Equity of Foreign Subsidiaries, (F) consents, authorizations, filings or other actions which have been obtained
or made, and (G) as may be required with respect to Vehicles registered under a certificate of title, subject to Section 4(o)
of this Agreement.


 




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(k)          Commercial
Tort Claims. As of the Closing Date, no Grantor has any Commercial Tort Claims seeking damages in excess of $250,000 other
than as set forth on Schedule 5.21(e) to the Credit Agreement (as updated from time to time in accordance with the Credit
Agreement).


 


(l)           Copyrights,
Patents and Trademarks.


 


(i)          All
Intellectual Property of such Grantor that is reasonably necessary for, or material to, the operation of such Grantor’s
business is valid, subsisting, unexpired, enforceable and has not been abandoned.


 


(ii)
        No holding, decision or judgment has been rendered by any Governmental Authority
that would limit, cancel or question the validity of any Intellectual Property of any Grantor.


 


(iii)
       All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor
have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have
been duly and properly filed and issued.


 


(iv)
       No Grantor has made any assignment or agreement in conflict with the security interest
in the Intellectual Property of any Grantor hereunder.


 


(v)
       Each Grantor and each of its Subsidiaries, own, or possess the right to use, all
of the Intellectual Property that is reasonably necessary for the operation of their respective businesses, without conflict with
the rights of any other Person.


 


(vi)
       To the best knowledge of such Grantor, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now contemplated to be employed by such Grantor or any of
its Subsidiaries infringes upon any rights held by any other Person.


 


(vii)
      No proceeding, claim or litigation regarding any of the foregoing is pending or, to the best
knowledge of such Grantor, threatened, which, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


 


4.             Covenants.
Each Grantor covenants that until the Facility Termination Date, that such Grantor shall:


 


(a)            Maintenance
of Perfected Security Interest; Further Information.


 


(i)
         Maintain the security interest created by this Agreement as a first priority
perfected security interest (subject only to Permitted Liens) and shall take commercially reasonable steps to defend such security
interest against the claims and demands of all Persons whomsoever (other than the holders of Permitted Liens).


 




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(ii)
        From time to time furnish to the Administrative Agent upon the Administrative
Agent’s reasonable request, statements and schedules further identifying and describing the assets and property of such
Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.


 


(b)
         Required Notifications. Each Grantor shall promptly notify
the Administrative Agent, in writing, of: (i) any Lien (other than Permitted Liens) on any of the Collateral which would adversely
affect the ability of the Administrative Agent to exercise any of its remedies hereunder and (ii) the occurrence of any other
event which could reasonably be expected to have a material impairment on the aggregate value of the Collateral or on the security
interests created hereby.


 


(c)          Perfection
through Possession and Control.


 


(i)
   If any amount in excess of $250,000 payable under or in connection with
any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if
any property constituting Collateral with a value in excess of $250,000 shall be stored or shipped subject to a Document, ensure
that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at
all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the
Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral
consisting of Tangible Chattel Paper with a value in excess of $250,000 is marked with a legend acceptable to the Administrative
Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper.


 


(ii)
  Deliver to the Administrative Agent promptly upon the receipt thereof by or on
behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity; provided, however,
that notwithstanding anything to the contrary set forth herein, no Grantor shall be required to deliver the stock certificates
representing the Pledged Equity of India Subsidiary. Prior to delivery to the Administrative Agent, all such certificates constituting
Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates
representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed
instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form acceptable
to the Administrative Agent.


 



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(iii)   If
any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or
uncertificated Investment Property, execute and deliver (and, with respect to any Collateral consisting of a Securities
Account or uncertificated Investment Property, in each case, with a value in excess of $250,000 individually or in the
aggregate, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to
execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as
reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If
any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit
Agreement.


 


(d)          Filing
of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Administrative Agent and/or file
such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of
existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative
Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests
hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to
perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation,
financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security
Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Administrative Agent,
(C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the
form of Exhibit C or other form acceptable to the Administrative Agent and (D) with regard to Trademarks, a Notice of
Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other
form acceptable to the Administrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise
protect and assure the Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby
irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative
Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file
(and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to
financing statements, renewal financing statements, notices or any similar documents which in the
Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain
perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining
irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction
of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative
Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the
same.


 


(e)
         Collateral Held by Warehouseman, Bailee, etc.


 


(i)          If
any Collateral with a value in excess of $700,000 is in the possession or control of any one warehouseman, bailee or any agent
or processor of such Grantor or if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such
warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possession, (B)
notify such Person in writing of the Administrative Agent’s security interest for the benefit of the Secured Parties in
such Collateral, (C) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject
to the Administrative Agent’s instructions and (D) unless otherwise consented to in writing by the Administrative Agent,
obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative
Agent and (2) such other documentation required by the Administrative Agent (including, without limitation, subordination and
access agreements).


 



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(ii)
        Perfect and protect such Grantor’s ownership interests in all Inventory
with a value in excess of $700,000 at any one location and $1,800,000 in the aggregate at all such locations, stored with a consignee
against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment
arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors
of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such
Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or
otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the
benefit of the Secured Parties.


 


(f)          Treatment
of Accounts. Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the
full amount thereof, or release any person or property, in whole or in part, from payment thereof, or amend, supplement or modify
any Account in any manner that could reasonably be likely to adversely affect the value thereof, or allow any credit or discount
thereon, other than as normal and customary in the ordinary course of a Grantor’s business or in respect of Accounts with
a face value of less than $250,000. Each Grantor will deliver to the Administrative Agent a copy of each material demand, notice
or document received by it that questions or calls into doubt the validity or enforceability of any Account, but only if the amount
of such Account subject to doubt or question, whether as to enforceability or otherwise, exceeds $250,000.


 


(g)         Commercial
Tort Claims. Execute and deliver such statements, documents and notices and do and cause to be done all such things as may
be required by the Administrative Agent, or required by Law to create, preserve, perfect and maintain the Administrative Agent’s
security interest in any Commercial Tort Claims with a value in excess of $250,000 initiated by or in favor of any Grantor.


 


(h)        
Inventory. With respect to the Inventory of each Grantor:


 


(i)
         At all times maintain inventory records reasonably satisfactory to the Administrative
Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory and such
Grantor’s cost therefore and daily withdrawals therefrom and additions thereto.


 




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(ii)
        Produce, use, store and maintain the Inventory with all reasonable care and caution
and in accordance with applicable standards of any insurance and in conformity with applicable Laws (including the requirements
of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto).


 


(i)           Books
and Records. Mark its books and records (and shall cause the Issuer of the Pledged Equity of such Grantor to mark its books
and records) to reflect the security interest granted pursuant to this Agreement.


 


(j)           Nature
of Collateral. At all times maintain the Collateral, other than Collateral consisting of Fixtures or real property, as personal
property and not affix any of the Collateral to any real property in a manner which would change its nature from personal property
to real property or a Fixture to real property, unless the Administrative Agent shall have a perfected Lien on such Fixture or
real property or the aggregate value of Collateral so affixed is less than $250,000.


 


(k)          Issuance
or Acquisition of Equity Interests in Partnerships or Limited Liability Companies.


 


(i)          Not
without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents
and instruments as the Administrative Agent may reasonably require, issue or acquire any Pledged Equity consisting of an interest
in a partnership or a limited liability company, to the extent such Pledged Equity has an aggregate value of $250,000 or more,
that (A) is dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provides that it
is a Security governed by Article 8 of the UCC, (C) is an investment company security, (D) is held in a Securities Account or
(E) constitutes a Security or a Financial Asset.


 


(ii)
        Without the prior written consent of the Administrative Agent, no Grantor will
(A) vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property or Equity Interests
constituting partnership or limited liability company interests, except for those additional Investment Property or Equity Interests
constituting partnership or limited liability company interests that will be subject to the security interest granted herein in
favor of the Secured Parties, or (B) enter into any agreement or undertaking, except in connection with a Disposition permitted
under Sections 7.04 or 7.05 of the Credit Agreement, restricting the right or ability of such Grantor or the Administrative Agent
to sell, assign or transfer any Investment Property or Pledged Equity or Proceeds thereof. The Grantors will take commercially
reasonable efforts to defend the right, title and interest of the Administrative Agent in and to any Investment Property and Pledged
Equity against the claims and demands of all Persons whomsoever.


 




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(iii)
       If any Grantor shall become entitled to receive or shall receive (A) any Certificated
Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with
any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option
or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of,
or in exchange for, any Investment Property, or otherwise in respect thereof, or (B) any sums paid upon or in respect of any Investment
Property upon the liquidation or dissolution of any Issuer, such Grantor shall accept the same as the agent of the Secured Parties,
hold the same in trust for the Secured Parties, segregated from other funds of such Grantor, and, if the aggregate value thereof
is in excess of $250,000, promptly deliver the same to the Administrative Agent, on behalf of the Secured Parties, in accordance
with the terms hereof.


 


(l)          Intellectual
Property.


 


(i)          Not
do any act or omit to do any act whereby any material Copyright may become invalidated and (A) not do any act, or omit to do any
act, whereby any material Copyright may become injected into the public domain; (B) notify the Administrative Agent immediately
if it knows that any material Copyright may become injected into the public domain or of any materially adverse determination
or development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal
in the United States or any other country) regarding a Grantor’s ownership of any such Copyright or its validity; (C) take
all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain
the relevant registration) of each material Copyright owned by a Grantor and to maintain each registration of each material Copyright
owned by a Grantor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify
the Administrative Agent of any material infringement, misappropriation, dilution or impairment of any material Copyright of a
Grantor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect
such Copyright, including, where appropriate, the bringing of suit for infringement, dilution or impairment or seeking injunctive
relief and seeking to recover any and all damages for such infringement, misappropriation, dilution or impairment.


 


(ii)
        Not make any assignment or agreement in conflict with the security interest in
the Copyrights of each Grantor hereunder (except as permitted by the Credit Agreement or the other Loan Documents).


 


(iii)        (A)
Continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected
in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment
for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark
with the appropriate notice of registration, if applicable, (D) not adopt or use any mark that is confusingly similar or a colorable
imitation of such Trademark unless the Administrative Agent, for the benefit of the Secured Parties, shall obtain a perfected
security interest in such mark pursuant to this Agreement, and (E) not (and not permit any licensee or sublicensee thereof to)
do any act or omit to do any act whereby any such Trademark may become invalidated.


 


 



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(iv)        Not
do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated.


 


(v)         Notify
the Administrative Agent immediately if it knows that any application or registration relating to any material Patent or Trademark
may become abandoned or dedicated, or of any materially adverse determination or development (including, without limitation, the
institution of, or any such determination or development in, any proceeding in the USPTO or any court or tribunal in any country)
regarding such Grantor ownership of any Patent or Trademark or its right to register the same or to keep and maintain the same.


 


(vi)        Take
all reasonable and necessary steps, including, without limitation, in any proceeding before the USPTO, or any similar office or
agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant
registration) and to maintain each registration of each material Patent and Trademark, including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of incontestability.


 


(vii)       Promptly
notify the Administrative Agent after it learns that any material Patent or Trademark included in the Collateral is infringed,
misappropriated, diluted or impaired by a third party and promptly sue for infringement, misappropriation, dilution or impairment,
to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation, dilution
or impairment, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such material
Patent or Trademark.


 


(viii)      Not
make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder
(except as permitted by the Credit Agreement or the other Loan Documents).


 


(ix)        Grants
to the Administrative Agent a royalty free license to use such Grantor’s Intellectual Property in connection with the enforcement
of the Administrative Agent’s rights hereunder, but only to the extent any license or agreement granting such Grantor rights
in such Intellectual Property do not prohibit such use by the Administrative Agent.


 



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Notwithstanding
the foregoing, the Grantors may, in their reasonable business judgment, fail to maintain, pursue, preserve or protect any Copyright,
Patent or Trademark which is not material to their businesses.


 


(m)      Equipment.
Maintain each item of Equipment in good working order and condition (reasonable wear and tear and obsolescence excepted).


 


(n)      Government
Contracts. Promptly notify the Administrative Agent, in writing, if it enters into any contract with a Governmental Authority
under which such Governmental Authority, as account debtor, owes a monetary obligation to any Grantor under any Account.


 


(o)      Vehicles.
Upon the request of the Administrative Agent upon the occurrence and during the continuance of an Event of Default, file or cause
to be filed in each office in each jurisdiction which the Administrative Agent shall deem reasonably advisable to perfect its Liens
on the Vehicles, all applications for certificates of title or ownership (and any other necessary documentation) indicating the
Administrative Agent’s first priority Lien on the Vehicle (subject to any Permitted Liens) covered by such certificate, in
each case to the extent such Vehicle has a fair market value of $50,000 or more.


 


(p)      Internet
Property Rights. Upon the request of the Administrative Agent made after the occurrence and during the continuance of an Event
of Default, with respect to its rights, titles and interests in and to any internet domain names or registration rights relating
thereto, and any internet websites or the content thereof (collectively, “Internet Property Rights”) whether
now existing or hereafter created or acquired and wheresoever located, each Grantor shall cause to be delivered to the Administrative
Agent an undated transfer document with respect to each of its internet domain names, duly executed in blank by such Grantor and
in the form required by the applicable internet domain name registrar, sufficient to effect the transfer of each internet domain
name to the transferee thereof named in such transfer form upon delivery to such registrar. Notwithstanding anything to the contrary
in the immediately preceding sentence, the requirements of this Section 4(p) shall not apply to any domain names permitted to be
disposed of pursuant to Section 7.05(k) of the Credit Agreement.


 


(q)      Further
Assurances.


 


(i)     
Promptly upon the request of the Administrative Agent and at the sole expense of the Grantors, duly execute and deliver, and
have recorded, such further instruments and documents and take such further actions as the Administrative Agent may
reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and
powers herein granted, including, without limitation, (A) the assignment of any Material Contract, other than Governmental
Contracts governed by clause (B) of this Section 4(q)(i), (B) with respect to Government Contracts, assignment agreements and
notices of assignment, in form and substance satisfactory to the Administrative Agent, duly executed by any Grantors party to
such Government Contract in compliance with the Assignment of Claims Act (or analogous state applicable Law), and (C) all
applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent
may reasonably request and as may be required by law in connection with the obtaining of any consent, approval, registration,
qualification, or authorization of any Person deemed necessary or appropriate for the effective exercise of any rights under
this Agreement; provided that no Grantor shall be required to take any action to perfect a security interest in any
Collateral that the Administrative Agent reasonably determines in its sole discretion that the costs and burdens to the
Grantors of perfecting a security interest in such Collateral (including any applicable stamp, intangibles or other taxes)
are excessive in relation to value to the Lenders afforded thereby.


 






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(ii)    
From time to time upon the Administrative Agent’s reasonable request, promptly furnish such updates to the information disclosed
pursuant to this Agreement and the Credit Agreement, including any Schedules hereto or thereto, such that such updated information
is true and correct in all material respects as of the date so furnished.


 


5.        Authorization
to File Financing Statements. Each Grantor hereby authorizes the Administrative Agent to prepare and file such financing statements
(including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent
may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in
accordance with the UCC, which such financing statements may describe the Collateral in the same manner as described herein or
may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent
may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest
in the Collateral granted herein, including, without limitation, describing such property as “all assets, whether now owned
or hereafter acquired” or “all personal property, whether now owned or hereafter acquired.”


 






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6.        Advances.
On failure of any Grantor to perform any of the covenants and agreements contained herein or in any other Loan Document, the
Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such
sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the
payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien,
expenditures made in defending against any Adverse Claim and all other expenditures which the Administrative Agent may make
for the protection of the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so
expended shall be repayable by the Grantors on a joint and several basis promptly upon timely notice thereof and demand
therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at
the Default Rate. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Grantor, and
no such advance or expenditure therefor, shall relieve the Grantors of any Default or Event of Default. The Administrative
Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate
public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate
or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim, in each case, except to the extent
such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are
being maintained in accordance with GAAP.


 






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7.       Remedies.


 


(a)     General
Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent on
behalf of the Secured Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents,
in any other documents relating to the Secured Obligations, or by any applicable Law (including, but not limited to, levy of
attachment, garnishment and the rights and remedies set forth in the UCC of the jurisdiction applicable to the affected
Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the
jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected
Collateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others,
subject to (A) rights reserved to any landlord, warehouseman and/or bailee in an agreement between such party and the
Administrative Agent in all cases where such types of agreements are executed in accordance with the terms of the Credit
Agreement and (B) rights of landlords, warehousemen and/or bailees, in all other instances, (i) enter on any premises on
which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the
Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to
the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative
Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of
effecting sale or other disposition thereof, (v) without demand and without advertisement, notice, hearing or process of law,
all of which each of the Grantors hereby waives to the fullest extent permitted by Law, at any place and time or times, sell,
lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels any or all Collateral held by or for it at public or private
sale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be
obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view
to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in
one or more parcels, for money, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent
deems advisable, in its sole discretion (subject to any and all mandatory legal requirements) and/or (vi) complete and tender
each internet domain name transfer document in its own name, place and stead of the Grantor in order to effect the transfer
of any internet domain name registration, either to the Administrative Agent or to another transferee, as the case may be and
maintain, obtain access to, and continue to operate, in its own name or in the name, place and stead of such Grantor, such
Grantor’s internet website and the contents thereof, and all related advertising, linking and technology licensing and
other contractual relationships, in each case in connection with the maintenance, preservation, operation, sale or other
disposition of the Collateral or for any other purpose permitted under the Loan Documents or by applicable Law. Each Grantor
acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other
terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall
be deemed to have been made in a commercially reasonable manner and, in the case of a sale of Pledged Equity, that the
Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit
the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The
Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent
permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so
sold. Neither the Administrative Agent’s compliance with applicable Law nor its disclaimer of warranties relating to
the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. To the extent the rights of
notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such
notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served
on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit
Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. Each Grantor
further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona
fide basis in a newspaper or other publication of general circulation in the financial community of Los Angeles,
California (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or
(B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC,
notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the
Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent shall not be
obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent
permitted by applicable Law, any Secured Party may be a purchaser at any such sale. To the extent permitted by applicable
Law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the
provisions of applicable Law, the Administrative Agent may postpone or cause the postponement of the sale of all or any
portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to
the extent permitted by Law, be made at the time and place to which the sale was postponed, or the Administrative Agent may
further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each
Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising
out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely
from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party as determined by a
final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each
Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that
any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is
sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the
meaning of Section 9-610 of the UCC.


 




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(b)      Remedies Relating to Accounts.


 


(i)     During
the continuation of an Event of Default, whether or not the Administrative Agent has exercised any or all of its rights and remedies
hereunder, (A) each Grantor shall, promptly following the Administrative Agent’s written request, notify (such notice to
be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject
to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Administrative Agent,
for the benefit of the Secured Parties and promptly upon written request of the Administrative Agent, instruct all account debtors
to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (B) the Administrative
Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative
Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been
assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own
name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive,
take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due
on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect
and realize upon the security interest of the Secured Parties in the Accounts.


 


(ii)    Each
Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance
with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not
have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the
Administrative Agent nor the Secured Parties shall have any liability or responsibility to any Grantor for acceptance of a check,
draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other
restrictive legend or endorsement or be responsible for determining the correctness of any remittance.


 


(iii)   
During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation,
to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and
the Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with
such test verifications, (B) upon the Administrative Agent’s request and at the expense of the Grantors, the Grantors
shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the
Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts
and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the
Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any
Accounts.


 






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(iv)   Upon
the request of the Administrative Agent during the continuation of an Event of Default, each Grantor shall forward to the Administrative
Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment
received by the Grantor during such week, and, if requested by the Administrative Agent, copies of such checks or any other similar
items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection
report with regard thereto, in form and substance satisfactory to the Administrative Agent.


 


(c)      Deposit
Accounts/Securities Accounts. Upon the occurrence of an Event of Default and during continuation thereof, the Administrative
Agent may prevent withdrawals or other dispositions of funds in Deposit Accounts and Securities Accounts subject to control agreements
or held with any Secured Party.


 


(d)      Investment
Property/Pledged Equity. Upon the occurrence of an Event of Default and during the continuation thereof:
the Administrative Agent shall have the right to (but shall not be required to) receive any and all cash dividends, payments
or distributions made in respect of any Investment Property or Pledged Equity or other Proceeds paid in respect of any
Investment Property or Pledged Equity, and any or all of any Investment Property or Pledged Equity may, at the option of the
Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or
its nominee may thereafter exercise (i) all voting, corporate and other rights pertaining to such Investment Property, or any
such Pledged Equity at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (ii) any and
all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment
Property or Pledged Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at
its discretion any and all of the Investment Property or Pledged Equity upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any
Issuer or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such
Investment Property or Pledged Equity, and in connection therewith, the right to deposit and deliver any and all of the
Investment Property or Pledged Equity with any committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for
property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right,
privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do
so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer with respect to any
Collateral consisting of Investment Property and/or Pledged Equity to (A) comply with any instruction received by it from the
Administrative Agent in writing that (1) states that an Event of Default has occurred and is continuing and (2) is
otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and
each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to
notice that such Event of Default is no longer continuing, and (B) except as otherwise expressly permitted hereby, pay any
dividends, distributions or other payments with respect to any Investment Property or Pledged Equity directly to the
Administrative Agent. Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall
have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights
pursuant to this Section 7, each Grantor shall be permitted to receive all cash dividends, payments or other distributions
made in respect of any Investment Property and any Pledged Equity, in each case paid in the normal course of business of the
relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all
voting and other corporate, company and partnership rights with respect to any Investment Property and Pledged Equity to the
extent not inconsistent with the terms of this Agreement and the other Loan Documents.


 






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(e)      Material
Contracts. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall be
entitled to (but shall not be required to): (i) proceed to perform any and all obligations of the applicable Grantor under any
Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (ii) do all other acts
which the Administrative Agent may deem necessary or proper to protect its security interest granted hereunder, provided such acts
are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable
Law, and (iii) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan
Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent
required under such Material Contract.


 


(f)       Access.
In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the
continuance thereof, subject to (A) rights reserved to any landlord, warehouseman and/or bailee in an agreement between such
party and the Administrative Agent in all cases where such types of agreements are executed in accordance with the terms of
the Credit Agreement and (B) rights of landlords, warehousemen and/or bailees, in all other instances, the Administrative
Agent shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the
Administrative Agent, and use the same, together with materials, supplies, books and records of the Grantors for the purpose
of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by
foreclosure, auction or otherwise. In addition, subject to rights reserved to any landlord, warehouseman or bailee in an
agreement between such party and the Administrative Agent, the Administrative Agent may remove Collateral, or any part
thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such
Collateral. If the Administrative Agent exercises its right to take possession of the Collateral, each Grantor shall also at
its expense perform any and all other steps reasonably requested by the Administrative Agent to preserve and protect the
security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of
the Administrative Agent, appointing overseers for the Collateral and maintaining inventory records.


 






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(g)      Nonexclusive
Nature of Remedies. Failure by the Administrative Agent or the Secured Parties to exercise any right, remedy or option under
this Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided by Law, or any
delay by the Administrative Agent or the Secured Parties in exercising the same, shall not operate as a waiver of any such right,
remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver
is sought to be enforced and then only to the extent specifically stated, which in the case of the Administrative Agent or the
Secured Parties shall only be granted as provided herein. To the extent permitted by Law, neither the Administrative Agent, the
Secured Parties, nor any party acting as attorney for the Administrative Agent or the Secured Parties, shall be liable hereunder
for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct
hereunder as determined by a final non-appealable judgment of a court of competent jurisdiction. The rights and remedies of the
Administrative Agent and the Secured Parties under this Agreement shall be cumulative and not exclusive of any other right or remedy
which the Administrative Agent or the Secured Parties may have.


 


(h)      Retention
of Collateral. In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections
9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept
or retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided
such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured
Obligations for any reason.


 


(i)     Waiver;
Deficiency. Each Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement,
valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement
of this Agreement or the absolute sale of the Collateral or any portion thereof. In the event that the proceeds of any sale, collection
or realization are insufficient to pay all amounts to which the Administrative Agent or the Secured Parties are legally entitled,
the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate, together
with the costs of collection and the fees, charges and disbursements of counsel. Any surplus remaining after the full payment and
satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall
determine to be entitled thereto.


 






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(j)       Registration
Rights.


 


(i)     
If the Administrative Agent shall determine that in order to exercise its right to sell any or all of the Collateral it is
necessary or advisable to have such Collateral registered under the provisions of the Securities Act (any such Collateral,
the “Restricted Securities Collateral”), the relevant Grantor will cause each applicable Issuer (acting
through the officers and directors thereof) that is a Grantor or a Subsidiary of a Grantor to (A) execute and deliver all
such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the
Administrative Agent, necessary or advisable to register such Restricted Securities Collateral, or that portion thereof to be
sold, under the provisions of the Securities Act, (B) use its commercially reasonable efforts to cause the registration
statement relating thereto to become effective and to remain effective for a period of one year from the date of the first
public offering of such Restricted Securities Collateral, or that portion thereof to be sold, and (C) make all amendments
thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all
in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto. Each Grantor agrees to cause each applicable Issuer (acting through the officers and directors
thereof) to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which
the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings
statement (which need not be audited) which will satisfy the provisions of the Securities Act.


 


(ii)     Each
Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to
make such sale or sales of all or any portion of the Restricted Securities Collateral valid and binding and in compliance with
any and all other applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section
7 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the
other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant
contained in this Section 7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not
to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default
has occurred under the Credit Agreement.


 


8.            Rights
of the Administrative Agent.


 


(a)      Power
of Attorney. In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Administrative
Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably
and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance
of an Event of Default:


 


(i)
     to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably
determine;


 


(ii)    
to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other
right in respect thereof;


 




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(iii)   
to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative
Agent may deem reasonably appropriate;


 


(iv)    to
receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of
lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to
the Collateral of such Grantor on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;


 


(v)    to
sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral
or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute
owner thereof for all purposes;


 


(vi)   to
adjust and settle claims under any insurance policy relating to any Collateral;


 


(vii)  to execute and deliver all assignments, conveyances, statements, financing statements, continuation financing statements, security
agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary
in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all
of the transactions contemplated herein;


 


(viii) to institute any foreclosure
proceedings that the Administrative Agent may deem appropriate;


 


(ix)   
to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the
Collateral;


 


(x)      to
exchange any of the Pledged Equity or other property upon any merger, consolidation, reorganization, recapitalization or other
readjustment of the Issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee, depository,
transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate;


 


(xi)    to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged
Equity into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom
the Pledged Equity or any part thereof may be sold pursuant to Section 7 hereof;


 


(xii)   to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;


 




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(xiii) 
to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due
and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;


 


(xiv) 
to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect
of or arising out of any Collateral;


 


(xv)   in
the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and
papers as the Administrative Agent may request to evidence the security interests created hereby in such Intellectual Property
and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; and


 


(xvi) 
do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient
in connection with the Collateral.


 


This power of attorney is
a power coupled with an interest and shall be irrevocable until the Facility Termination Date. The Administrative Agent shall be
under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly
granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so.
The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law
in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or
willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. This power of attorney
is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral and
shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers.


 


(b)      Assignment
by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations to a successor Administrative
Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies
of the Administrative Agent under this Agreement in relation thereto.


 






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(c)      The
Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the
Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or
liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for
preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the
Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no
less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the
Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with
respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the
Administrative Agent shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Administrative Agent has or is
deemed to have knowledge of such matters, or (ii) taking any steps to clean, repair or otherwise prepare the Collateral for
sale.


 


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


 


(e)      Releases of Collateral.


 


(i)      If
any Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement,
then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor
all releases and other documents, and take such other action, reasonably necessary for the release of the Liens created hereby
or by any other Collateral Document on such Collateral.


 


(ii)     The
Administrative Agent may release any of the Pledged Equity from this Agreement or may substitute any of the Pledged Equity for
other Pledged Equity without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of
this Agreement as to any Pledged Equity not expressly released or substituted, and this Agreement shall continue as a first priority
lien on all Pledged Equity not expressly released or substituted.


 






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9.        Application
of Proceeds. After the exercise of remedies provided for in Section 8.02 of the Credit Agreement (or after the Loans
have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in Section 8.02 of the Credit Agreement) any payments in respect of the Secured Obligations and
any proceeds of the Collateral, when received by the Administrative Agent or any Secured Party in cash or Cash Equivalents
will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement.


 


10.       Continuing
Agreement.


 


(a)     This
Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Agreement shall be automatically
terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent
shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder
and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing
such termination.


 


(b)    This
Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or
in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or
any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had
not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored
or returned, all reasonable and documented out-of-pocket costs and expenses (including without limitation any reasonable legal
fees and disbursements of outside counsel to the extent reimbursable pursuant to Section 11.04 of the Credit Agreement) incurred
by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as
a part of the Secured Obligations.


 


11.      Amendments;
Waivers; Modifications, etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged
or terminated except as set forth in Section 11.01 of the Credit Agreement.


 


12.      Successors
in Interest. This Agreement shall be binding upon each Grantor, its successors and assigns and shall inure, together with the
rights and remedies of the Administrative Agent and the Secured Parties hereunder, to the benefit of the Administrative Agent and
the Secured Parties and their successors and permitted assigns.


 


13.       Notices.
All notices required or permitted to be given under this Agreement shall be in conformance with Section 11.02 of the Credit Agreement;
provided that notices and communications to the Grantors shall be directed to the Grantors, at the address of the Borrower
set forth in Section 11.02 of the Credit Agreement.


 






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14.      Counterparts.
This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this
Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature
page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or
“tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the
foregoing, to the extent a manually executed counterpart is not specifically required to be delivered, upon the request of
any party, such fax transmission or electronic mail transmission shall be promptly followed by such manually executed
counterpart.


 


15.      Headings.
The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement.


 


16.      Governing
Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL. The terms of Sections 11.14 and 11.15 of the Credit Agreement
with respect to governing law, submission to jurisdiction, venue and waiver of jury trial are incorporated herein by reference,
mutatis mutandis, and the parties hereto agree to such terms.


 


17.      Severability.
If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal,
invalid or unenforceable provisions.


 


18.      Entirety.
This Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement
of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Secured Obligations, or
the transactions contemplated herein and therein.


 


19.      Other
Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of
any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement
upon the occurrence of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine
which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate,
modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of
the rights of the Administrative Agent or the Secured Parties under this Agreement, under any other of the Loan Documents or under
any other document relating to the Secured Obligations.


 


20.      Joinder.
At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering
to the Administrative Agent a Joinder Agreement in the form of Exhibit D to the Credit Agreement or such other form acceptable
to the Administrative Agent. Immediately upon such execution and delivery of such Joinder Agreement (and without any further action),
each such additional Person will become a party to this Agreement as a “Grantor” and have all of the rights and obligations
of a Grantor hereunder and this Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement.


 




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21.      Consent
of Issuers of Pledged Equity. Any Loan Party that is an Issuer hereby acknowledges, consents and agrees to the grant of the
security interests in such Pledged Equity by the applicable Grantors pursuant to this Agreement, together with all rights accompanying
such security interest as provided by this Agreement and applicable Law, notwithstanding any anti-assignment provisions in any
operating agreement, limited partnership agreement or similar organizational or governance documents of such Issuer.


 


22.       Joint
and Several Obligations of Grantors.


 


(a)     Each
of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided
by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration
of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.


 


(b)    Each
of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary
obligor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Secured
Obligations, it being the intention of the parties hereto that (i) all the Secured Obligations shall be the joint and several obligations
of each of the Grantors without preferences or distinction among them and (ii) a separate action may be brought against each Grantor
to enforce this Agreement whether or not the Borrower, any other Grantor or any other person or entity is joined as a party.


 


(c)     Notwithstanding
any provision to the contrary contained herein, in any other of the Loan Documents, to the extent the obligations of a Grantor
shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state
or federal law relating to fraudulent conveyances or transfers) then the obligations of such Grantor hereunder shall be limited
to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, Debtor
Relief Laws).


 


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


 




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24.       Injunctive
Relief.


 


(a)     Each
Grantor recognizes that, in the event such Grantor fails to perform, observe or discharge any of its obligations or liabilities
under this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative Agent
and the other Secured Parties. Therefore, each Grantor agrees that the Administrative Agent and the other Secured Parties, at the
option of the Administrative Agent and the other Secured Parties, shall be entitled to temporary and permanent injunctive relief
in any such case without the necessity of proving actual damages.


 


(b)    The
Administrative Agent, the other Secured Parties and each Grantor hereby agree that no such Person shall have a remedy of punitive
or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive
or exemplary damages that they may now have or may arise in the future in connection with any dispute under this Agreement or any
other Loan Document, whether such dispute is resolved through arbitration or judicially.


 


25.      Secured
Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be
deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement,
and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may
affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits
and immunities conferred under Article IX of the Credit Agreement.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 






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Each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above written.


	 	 	 
	GRANTORS:	UNITED ONLINE, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Chief Financial Officer
	 	 
	 	ADCURATE, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	CLASSMATES MEDIA CORPORATION,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	CLASSMATES INTERNATIONAL, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	CMC SERVICES, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer



 


Security and Pledge Agreement


 



     


     


    

 


	 	 
	 	JUNO ONLINE SERVICES, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	JUNO INTERNET SERVICES, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	NETZERO, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	NETZERO MODECOM, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	NETZERO WIRELESS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer



 


Security and Pledge Agreement


 



     


     


    

 


	 	 
	 	UNITED ONLINE ADVERTISING NETWORK, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	UNITED ONLINE APPS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	UNITED ONLINE COMMUNICATIONS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	UOL ADVERTISING, INC.,
	 	a Delaware corporation 
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer
	 	 
	 	UNITED ONLINE WEB SERVICES, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name: Phillip J. Ahn
	 	Title: Vice President and Treasurer




 


Security and Pledge Agreement


 



     


     


    

 





	
Accepted and agreed to as of the date first above written.
	 
	 	 
	BANC OF CALIFORNIA, N.A.,	 
	as Administrative Agent	 
	 	 
	By:	/s/ Sibyl Kavak	 
	Name:    Sibyl Kavak
	 
	Title:     Vice President	 



 


Security and Pledge Agreement


 



     


     


    

 


EXHIBIT A


 


[FORM OF]


 


IRREVOCABLE
STOCK POWER


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers to __________________ the following Equity Interests of [____________], a [__________] [corporation] [limited
liability company]:


 


	No. of Shares	Certificate No.









 


and irrevocably appoints ___________________________________
its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate
action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.


	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 






 




    Exhibit A


     

    

 


EXHIBIT B


 


[FORM OF]


 


NOTICE OF


GRANT OF SECURITY INTEREST


IN COPYRIGHTS


 


[United States Copyright Office] [Canadian Intellectual
Property Office]


 


Ladies and Gentlemen:


 


Please be advised that pursuant to the Security
and Pledge Agreement dated as of April 13, 2017 (as amended, modified, extended, restated, renewed, replaced, or supplemented
from time to time, the “Agreement”) by and among the Grantors party thereto (each a
“Grantor” and collectively, the “Grantors”) and Banc of California, N.A., as
administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the
undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright
applications shown on Schedule 1, attached hereto, to the Administrative Agent for the ratable benefit of the Secured
Parties.


 


The undersigned
Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest
in the foregoing copyrights and copyright applications (a) may only be terminated in accordance with the terms of the Agreement
and (b) is not to be construed as an assignment of any copyright or copyright application.


 


	 	Very truly yours, 	 
	 	 	 
	 	[GRANTOR]	 
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 






 


	Acknowledged and Accepted:	 
	 	 
	BANC OF CALIFORNIA, N.A., as Administrative Agent	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 
	Title:	 	 	 



 






    Exhibit B


     

    

 





EXHIBIT C


 


[FORM OF]


 


NOTICE OF


GRANT OF SECURITY INTEREST


IN PATENTS


 


[United States Patent and Trademark Office] [Canadian
Intellectual Property Office]


 


Ladies and Gentlemen:


 


Please be advised that pursuant to the Security
and Pledge Agreement dated as of April 13, 2017 (as amended, modified, extended, restated, renewed, replaced, or supplemented
from time to time, the “Agreement”) by and among the Grantors party thereto (each a
“Grantor” and collectively, the “Grantors”) and Banc of California, N.A., as
administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the
undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent
applications shown on Schedule 1, attached hereto, to the Administrative Agent for the ratable benefit of the Secured
Parties.


 


The undersigned
Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest
in the foregoing patents and patent applications (a) may only be terminated in accordance with the terms of the Agreement and
(b) is not to be construed as an assignment of any patent or patent application.


 


	 	Very truly yours, 	 
	 	 	 
	 	[GRANTOR]	 
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 






 


	Acknowledged and Accepted:	 
	 	 
	BANC OF CALIFORNIA, N.A., as Administrative Agent	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 
	Title:	 	 	 





 






    Exhibit C


     

    

 


EXHIBIT D


 


[FORM OF]


 


NOTICE OF


GRANT OF SECURITY INTEREST


IN TRADEMARKS


 


[United States Patent and Trademark Office] [Canadian
Intellectual Property Office]


 


Ladies and Gentlemen:


 


Please be advised that pursuant to the Security
and Pledge Agreement dated as of April 13, 2017 (as amended, modified, extended, restated, renewed, replaced, or supplemented
from time to time, the “Agreement”) and among the Grantors party thereto (each a
“Grantor” and collectively, the “Grantors”) and Banc of California, N.A., as
administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the
undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark
applications shown on Schedule 1, attached hereto, to the Administrative Agent for the ratable benefit of the Secured
Parties.


 


The undersigned
Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest
in the foregoing trademarks and trademark applications (a) may only be terminated in accordance with the terms of the Agreement
and (b) is not to be construed as an assignment of any trademark or trademark application.





 


	 	Very truly yours, 	 
	 	 	 
	 	[GRANTOR]	 
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 






 


	Acknowledged and Accepted:	 
	 	 
	BANC OF CALIFORNIA, N.A., as Administrative Agent	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 
	Title:	 	 	 



 



    Exhibit D