Exhibit
10.6


 


Execution
Version 


 


PLEDGE
AND SECURITY AGREEMENT


 


PLEDGE
AND SECURITY AGREEMENT (this “Agreement”), dated as of July 22, 2021, made by each of the Grantors referred to below,
in favor of Hudson Bay Master Fund Ltd, a Cayman Islands exempted company, in its capacity as collateral agent for the Secured Parties
referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).


 


R
E C I T A L S:


 


WHEREAS,
Vinco Ventures, Inc., a Nevada corporation, (the “Company”), ZASH Global Media and Entertainment Corporation, a Delaware
corporation (“Zash”) and ZVV Media Partners, LLC, a Delaware limited liability (“ZVV”, together
with the Company and Zash, each an “Issuer” and collectively, the “Issuers”) have entered into
that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of the date hereof, by
and among the Issuers and each of the investors listed on the Schedule of Buyers attached thereto (individually, a “Buyer”
and collectively, the “Buyers”);


 


WHEREAS,
pursuant to the Securities Purchase Agreement, the Buyers will purchase, and the Company will sell, Notes (as defined in the Securities
Purchase Agreement) in an aggregate principal amount of $120,000,000;


 


WHEREAS,
the Notes rank senior to all outstanding and future indebtedness of the Issuers and their Subsidiaries and are guaranteed by each of
ZASH, ZVV and all direct and indirect Subsidiaries of the Issuers (each, a “Guarantor” and, collectively, the “Guarantors”,
and, together with the Company, Zash and ZVV and each other Person that becomes an “Additional Grantor” hereunder, each,
a “Grantor” and, collectively, the “Grantors”);


 


WHEREAS,
it is a condition precedent to the Buyers purchasing any Notes and providing any other financial accommodation to the Issuers pursuant
to the Securities Purchase Agreement or the Notes that each Grantor shall have executed and delivered this Agreement to the Collateral
Agent for the benefit of the Secured Parties; and


 


WHEREAS,
each Grantor has determined that the execution, delivery and performance of this Agreement directly benefit, and are in the best interest
of, such Grantor.


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Collateral Agent and the Buyers to purchase
the Notes and to provide other financial accommodations to the Grantors pursuant to and as contemplated by the Securities Purchase Agreement
and the Notes, the Grantors hereby jointly and severally agree with the Collateral Agent, for the benefit of the Secured Parties, as
follows:


 


SECTION 1. Definitions. 


 


(a)
Reference is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms thereof. All capitalized terms
used in this Agreement that are defined in the Securities Purchase Agreement or the Notes or in Article 8 or 9 of the Code and which
are not otherwise defined herein shall have the same meanings herein as set forth therein, as applicable; provided that terms used herein
which are defined in the Code on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment
of such statute except as the Collateral Agent may otherwise determine.


 




    	 



     


    

 


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


 


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


 


“Additional
Collateral” has the meaning specified therefor in Section 4(a)(i) hereof.


 


“Additional
Grantor” has the meaning specified therefor in Section 13(f) hereof.


 


“Bankruptcy
Code” means Title 11 of the United States Code, as amended from time to time and any successor statute or any similar federal
or state law for the relief of debtors.


 


“Buyers”
has the meaning specified therefor in the Recitals hereto.


 


“Certificated
Entities” has the meaning specified therefor in Section 5(m) hereof.


 


“Code”
means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“Collateral”
has the meaning specified therefor in Section 2 hereof.


 


“Collateral
Agent” has the meaning specified therefor in the Preamble hereto.


 


“Copyright
Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor
and providing for the grant of any right to use or sell any works covered by any Copyright.


 


“Copyrights”
means all domestic and foreign copyrights, whether registered or unregistered, including, without limitation, all copyright rights (whether
now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship fixed
in any tangible medium of expression (including computer software and internet website content) now or hereafter owned, acquired, developed
or used by any Grantor, all applications, registrations and recordings thereof (including, without limitation, applications, registrations
and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other country or
any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.


 




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“Debtor
Relief Law” means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or
other applicable jurisdiction from time to time in effect.


 


“Designated
Account” means that certain deposit account maintained by [the Company] with First Republic Bank (account number: [XXXX]),
which account shall (x) be subject to a “blocked” account control agreement in favor of the Collateral Agent and (y) have
a minimum cash balance on deposit at all times not less than the amount required pursuant to Section 6(e)(ii).


 


“Excluded
Accounts” means any deposit account specifically and exclusively used for payroll, payroll taxes and other employee wage and
benefit payments to or for the benefit of any Grantor’s employees.


 


“Grantors”
has the meaning specified therefor in the Recitals hereto.


 


“Holder”
means any Buyers and/or its registered assigns.


 


“Indemnitee”
has the meaning specified therefor in Section 10(k) of the Securities Purchase Agreement.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law


 


“Intellectual
Property” means all Copyrights, Patents, Trademarks and Other Intellectual Property.


 


“Irrevocable
Proxy” has the meaning specified therefor in Section 4(a)(i) hereof.


 


“Issuers”
has the meaning specified therefor in the Recitals hereto.


 


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


 


“Notes”
has the meaning specified therefor in the Securities Purchase Agreement.


 


“Obligations”
means all present and future indebtedness, obligations, and liabilities of each Grantor to the Collateral Agent and the Buyers and Holders
arising under or in connection with the Securities Purchase Agreement, the Notes and/or any other Transaction Document, whether or not
the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed,
undisputed, legal, equitable, secured, unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding.
Without limiting the generality of the foregoing, the Obligations of each Grantor under the Transaction Documents include (a) the obligation
(irrespective of whether a claim therefor is allowed in an Insolvency Proceeding) to pay principal, interest, charges, expenses, fees,
premiums, attorneys’ fees and disbursements, indemnities and other amounts payable by such Person under the Transaction Documents,
and (b) the obligation of such Person to reimburse any amount in respect of any of the foregoing that the Collateral Agent or any Buyer
or Holder (in its sole discretion) may elect to pay or advance on behalf of such Person.


 




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“Other
Intellectual Property” means all trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology,
know-how, formulae, rights of publicity and privacy and other general intangibles of like nature, now or hereafter acquired, owned, developed
or used by any Grantor.


 


“Patent
Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor
and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent.


 


“Patents”
means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas,
concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general
intangibles of like nature, now existing or hereafter acquired, all applications, registrations and recordings thereof, and all reissues,
divisions, continuations, continuations in part and extensions or renewals thereof.


 


“Perfection
Requirements” has the meaning specified therefor in Section 5(j) hereof.


 


“Pledge
Amendment” has the meaning specified therefor in Section 4(a)(ii) hereof.


 


“Pledged
Debt” means the indebtedness described in Schedule VI hereto and all indebtedness from time to time owned or acquired by a
Grantor, the Promissory Notes and other Instruments evidencing any or all of such indebtedness, and all interest, cash, Instruments,
Investment Property, financial assets, securities, Equity Interests, stock options and Commodity Contracts, notes, debentures, bonds,
Promissory Notes or other evidences of indebtedness and all other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such indebtedness.


 


“Pledged
Interests” means, collectively, (a) the Pledged Debt, (b) the Pledged Shares and (c) all security entitlements in any and all
of the foregoing.


 


“Pledged
Issuers” means, collectively, (a) the issuers of the shares of Equity Interests described in Schedule VII hereto and (b) any
other issuer of Equity Interests at any time and from time to time owned or acquired by a Grantor whose shares of Equity Interests are
required to be pledged as Collateral under this Agreement.


 


“Pledged
Partnership/LLC Agreement” has the meaning specified therefor in Section 6(h)(ii) hereof.


 


“Pledged
Shares” means (a) the shares of Equity Interests of the Pledged Issuers, whether or not evidenced or represented by any stock
certificate, certificated security or other Instrument, (b) the certificates representing such shares of Equity Interests, all options
and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, Instruments, Investment Property,
financial assets, securities, Equity Interests, stock options and Commodity Contracts, notes, debentures, bonds, Promissory Notes or
other evidences of indebtedness and all other property (including, without limitation, any stock dividend and any distribution in connection
with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such
Equity Interests and (c) without affecting the obligations of any Grantor under any provision prohibiting such action under this Agreement,
the Securities Purchase Agreement or any other Transaction Document, in the event of any consolidation or merger involving any Pledged
Issuer and in which such Pledged Issuer is not the surviving entity or any division of any Pledged Issuer, all Equity Interests of the
successor entity formed by or resulting from such consolidation, merger or division.


 




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“Registration
Page” has the meaning specified therefor in Section 4(a)(i) hereof.


 


“Secured
Party” has the meaning specified therefor in Section 1.01 of the Securities Purchase Agreement.


 


“Secured
Obligations” has the meaning specified therefor in Section 3 hereof.


 


“Securities
Purchase Agreement” has the meaning specified therefor in the Recitals hereto.


 


“Security
Agreement Supplement” has the meaning specified therefor in Section 13(f) hereof.


 


“Termination
Date” means the first date on which all of the Obligations are paid in full in cash.


 


“Trademark
Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee
and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such
trademark licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or
hereafter owned by any Grantor and now or hereafter covered by such licenses.


 


“Trademarks”
means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s,
Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles of like nature,
now or hereafter owned, adopted, acquired or used by any Grantor, all applications, registrations and recordings thereof (including,
without limitation, applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office
or agency of the United States, any state thereof or any other country or any political subdivision thereof), and all reissues, extensions
or renewals thereof, together with all goodwill of the business symbolized by such marks and all customer lists, formulae and other Records
of any Grantor relating to the distribution of products and services in connection with which any of such marks are used.


 


SECTION 2. Grant
of Security Interest. As collateral security for the payment, performance and observance of all of the Secured Obligations, each
Grantor hereby pledges and assigns to the Collateral Agent (and its agents and designees), and grants to the Collateral Agent (and its
agents and designees), for the benefit of the Secured Parties, a continuing security interest in, all personal property and Fixtures
of such Grantor, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind and
description, tangible or intangible, including, without limitation, the following (all being collectively referred to herein as the “Collateral”): 


 


(a)
all Accounts;


 


(b)
all Chattel Paper (whether tangible or electronic);


 




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(c)
all Commercial Tort Claims, including, without limitation, the Commercial Tort Claims described in Schedule V hereto;


 


(d)
all Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies
and property in the possession or under the control of the Collateral Agent or any affiliate, representative, agent or participant of
the Collateral Agent;


 


(e)
all Documents;


 


(f)
all General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);


 


(g)
all Goods, including, without limitation, all Equipment, Fixtures and Inventory;


 


(h)
all Instruments (including, without limitation, Promissory Notes);


 


(i)
all Investment Property;


 


(j)
all Letter-of-Credit Rights;


 


(k)
all Pledged Interests;


 


(l)
all Supporting Obligations;


 


(m)
all Additional Collateral;


 


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


 


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


 


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


 




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Notwithstanding
anything herein to the contrary, the term “Collateral” shall not include and the security interest granted under this Section
2 shall not attach to, and no Grantor is pledging, nor granting a security interest hereunder in, (i) any of such Grantor’s right,
title or interest in any lease, license, contract, property right or agreement (for purposes hereof, including General Intangibles) to
which such Grantor is a party or any of its right, title or interest thereunder or any asset subject to any such lease, license, contract,
property right or agreement to the extent, but only to the extent, that such a grant would, under the express terms of such lease, license,
contract, property or agreement constitute or result in (x) a breach or termination pursuant to the terms of, or constitute a default
under, such lease, license, contract, property or agreement (other than to the extent that any such term (A) has been waived by the affected
party or (B) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the
Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)
or (y) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein; provided that (I) immediately
upon the ineffectiveness, lapse, termination or waiver by the affected party of any such provision, the Collateral shall include, and
such Grantor shall be deemed to have granted a security interest in, all such right, title and interest that does not result in any of
the consequences specified in (x) or (y) above as if such provision had never been in effect and (II) the foregoing exclusion shall in
no way be construed so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interest
in and liens upon any rights or interests of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license,
contract or agreement, (ii) any intent-to-use United States trademark applications for which an amendment to allege use or statement
of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed
in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office,
provided that upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral or (iii)
any Excluded Accounts.


 


SECTION
3. Security for Secured Obligations. The security interest created hereby in the Collateral constitutes continuing collateral
security for all of the following obligations, whether now existing or hereafter incurred (the “Secured Obligations”): 


 


(a)
the prompt payment by each Grantor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), of all amounts from time to time owing by any Grantor in respect of the Securities Purchase Agreement, the Notes and/or
the other Transaction Documents, including, without limitation, (i) all Obligations, (ii) in the case of a Guarantor, all amounts from
time to time owing by such Grantor in respect of its guaranty made pursuant to any Guarantee Agreement, including, without limitation,
all obligations guaranteed by such Grantor and (iii) all interest, fees, commissions, charges, expense reimbursements, indemnifications
and all other amounts due or to become due under any Transaction Document (including, without limitation, all interest, fees, commissions,
charges, expense reimbursements, indemnifications and other amounts that accrue after the commencement of any Insolvency Proceeding of
any Grantor, whether or not the payment of such interest, fees, commissions, charges, expense reimbursements, indemnifications and other
amounts are unenforceable or are not allowable, in whole or in part, due to the existence of such Insolvency Proceeding); and


 


(b)
the prompt payment and due performance and observance by each Grantor of all of its other obligations from time to time existing in respect
of this Agreement and any other Transaction Document.


 




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SECTION
4. Delivery of the Pledged Interests. 


 


(a)
(i) All Promissory Notes currently evidencing the Pledged Debt and all certificates currently representing the certificated Pledged Shares
shall be delivered to the Collateral Agent promptly (and in any event, no more than five Business Days (or such longer period as the
Collateral Agent may agree) following the Closing Date. All other Promissory Notes, certificates and Instruments constituting Pledged
Interests from time to time required to be pledged to the Collateral Agent pursuant to the terms of this Agreement, the Securities Purchase
Agreement or the Notes (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon, but
in any event within five Business Days of, receipt thereof by or on behalf of any of the Grantors. All such Promissory Notes, certificates
and Instruments shall be (A) held by or on behalf of the Collateral Agent pursuant hereto, (B) delivered in suitable form for transfer
by delivery or shall be accompanied by duly executed instruments of transfer or assignment executed in blank and (C) with respect to
any certificated Pledged Shares, accompanied by (1) a duly executed irrevocable proxy coupled with an interest, in substantially the
form of Exhibit D hereto (an “Irrevocable Proxy”), and (2) a duly acknowledged Equity Interest registration page,
in blank, from each Pledged Issuer, substantially in the form of Exhibit E hereto, or otherwise in form and substance satisfactory to
the Collateral Agent (a “Registration Page”), all in form and substance reasonably satisfactory to the Collateral
Agent. If any Pledged Interests consist of uncertificated securities, unless the immediately following sentence is applicable thereto,
such Grantor shall cause (x) the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or
(y) each issuer (or with respect to any issuer which is not a Subsidiary of a Grantor or is not subject to the control of a Grantor,
use its commercially reasonable efforts to cause such issuer) of such securities to agree that it will comply with instructions originated
by the Collateral Agent with respect to such securities without further consent by such Grantor. If any Pledged Interests consist of
security entitlements, such Grantor shall (x) transfer such security entitlements to the Collateral Agent (or its custodian, nominee
or other designee), or (y) cause the applicable securities intermediary to agree that it will comply with entitlement orders by the Collateral
Agent without further consent by such Grantor.


 


(ii)
Within five Business Days of the receipt by a Grantor of any Additional Collateral, a pledge amendment duly executed by such Grantor,
in substantially the form of Exhibit A hereto (a “Pledge Amendment”), shall be delivered to the Collateral Agent,
in respect of the Additional Collateral that must be pledged pursuant to this Agreement or the Securities Purchase Agreement. The Pledge
Amendment shall from and after delivery thereof constitute part of Schedules VI and VII hereto. Each Grantor hereby authorizes the Collateral
Agent to attach each Pledge Amendment to this Agreement and agrees that all Promissory Notes, certificates or Instruments listed on any
Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Interests and such Grantor shall
be deemed upon delivery thereof to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional
Collateral.


 


(b)
If any Grantor shall receive, by virtue of such Grantor being or having been an owner of any Pledged Interests, any Additional Collateral
consisting of any (i) Equity Interest certificate (including, without limitation, any certificate representing an Equity Interest dividend
or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, division, sale of assets,
combination of shares, stock split, spin-off or split-off), Promissory Note or other Instrument, (ii) option or right, whether as an
addition to, substitution for, or in exchange for, any Pledged Interests, or otherwise, (iii) dividends or distributions payable in cash
(except such dividends and/or distributions permitted to be retained by any such Grantor pursuant to Section 7 hereof) or in securities
or other property or (iv) dividends, distributions, cash, Instruments, Investment Property and other property in connection with a partial
or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Grantor shall
receive such Equity Interest certificate, Promissory Note, Instrument, option, right, payment or distribution in trust for the benefit
of the Collateral Agent, shall segregate it from such Grantor’s other property and shall promptly deliver it to the Collateral
Agent, in the exact form received, with any necessary indorsement and/or instrument of transfer or assignment executed in blank (and,
in the case of any Additional Collateral described in clause (b)(i) above, with an Irrevocable Proxy and Registration Page with respect
to any such Additional Collateral), all in form and substance reasonably satisfactory to the Collateral Agent, to be held by the Collateral
Agent as Pledged Interests.


 




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SECTION
5. Representations and Warranties. Each Grantor represents and warrants as follows: 


 


(a)
Schedule I hereto sets forth a complete and accurate list as of the date hereof of (i) the exact legal name of each Grantor, (ii) the
jurisdiction of organization of each Grantor, (iii) the type of organization of each Grantor, (iv) each Grantor’s chief place of
business and chief executive office and (v) each trade name used by each Grantor.


 


(b)
As of the date hereof, none of the Accounts is evidenced by Promissory Notes or other Instruments except for Promissory Notes that have
been (or will be) delivered to the Collateral Agent in accordance with the terms hereof. Set forth in Schedule III hereto (as it may
be amended to reflect the opening or closing of any new accounts (other than Excluded Accounts)) is a complete and accurate list, as
of the date of this Agreement, of each Deposit Account, Securities Account and Commodities Account of each Grantor (other than Excluded
Accounts), together with the name and address of each institution at which each such Account is maintained, the account number for each
such Account and a description of the purpose of each such Account.


 


(c)
Each material License of such Grantor now existing is, and each other such License will be, the legal, valid and binding obligation of
the parties thereto, enforceable against such parties in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally. To the knowledge
of the Grantor to which any such material License belongs, no default under any such material License by any such party has occurred,
nor does any defense, offset, deduction or counterclaim exist thereunder in favor of any such party. Grantor has not received any notice
of its intention to cancel, terminate or fail to renew any such material License.


 


(d)
All issued, registered, or applied-for Intellectual Property owned or used by each Grantor as of the date hereof is subsisting and in
full force and effect, has not been adjudged invalid or unenforceable, is valid and enforceable and has not been abandoned in whole or
in part. No Intellectual Property owned or used by a Grantor conflicts with the rights of others to any Intellectual Property and, to
the knowledge of each Grantor, such Grantor is not now infringing or in conflict with any such rights of others, and to the knowledge
of each Grantor, no other Person is now infringing or in conflict with any such properties, assets and rights owned or used by any Grantor,
except for infringements and conflicts that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. No Grantor has received any notice that it is violating or has violated the Intellectual Property rights of any third party.


 




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(e)
None of the Other Intellectual Property of any Grantor, to such Grantor’s knowledge, has been used, divulged, disclosed or appropriated
to the detriment of such Grantor for the benefit of any other Person other than such Grantor; no employee, independent contractor or
agent of any Grantor has misappropriated any Other Intellectual Property of any other Person in the course of the performance of his
or her duties as an employee, independent contractor or agent of such Grantor; and to such Grantor’s knowledge, no employee, independent
contractor or agent of any Grantor is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment
of inventions agreement or similar agreement, or contract relating in any way to the protection, ownership, development, use or transfer
of such Grantor’s Intellectual Property.


 


(f)
The Pledged Issuers set forth in Schedule VII that are Subsidiaries of a Grantor are as of the date hereof such Grantor’s only
direct Subsidiaries. The Pledged Shares have been duly authorized and validly issued and are fully paid and nonassessable and the holders
thereof are not entitled to any preemptive, first refusal or other similar rights. Except as noted in Schedule VII hereto, the Pledged
Shares constitute 100% of the issued shares of Equity Interests of the Pledged Issuers as of the date hereof. All other shares of Equity
Interests constituting Pledged Interests will be duly authorized and validly issued, fully paid and nonassessable.


 


(g)
The Promissory Notes evidencing the Pledged Debt have been, and all other Promissory Notes from time to time evidencing Pledged Debt,
when executed and delivered, will have been, duly authorized, executed and delivered by the respective makers thereof, and all such Promissory
Notes are or will be, as the case may be, legal, valid and binding obligations of such makers, enforceable against such makers in accordance
with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally.


 


(h)
The Grantors are and will be at all times the sole and exclusive owners of, or otherwise have and will have adequate rights in, the Collateral
free and clear of any Liens except for the Permitted Liens. No effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is on file in any recording or filing office except such as may have been filed to perfect or protect
any Permitted Lien.


 


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


 


(j)
No authorization or approval or other action by, and no notice to or filing with, any Governmental Entity or any other Person, is required
for (i) the due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant by any Grantor of the security interest
purported to be created hereby in the Collateral or (iii) the exercise by the Collateral Agent of any of its rights and remedies hereunder,
except, in the case of this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the
offering and sale of securities generally. No authorization or approval or other action by, and no notice to or filing with, any Governmental
Entity or any other Person, is required for the perfection of the security interest purported to be created hereby in the Collateral,
except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements described
in Schedule IV hereto, all of which financing statements have been (or, promptly following the date hereof, will be) duly filed and are
(or, promptly following the date hereof, will be) in full force and effect, (B) with respect to the perfection of the security interest
created hereby in the United States Intellectual Property and Licenses, for the recording of the appropriate Assignment for Security,
substantially in the form of Exhibit B hereto in the United States Patent and Trademark Office or the United States Copyright Office,
as applicable, (C) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic
Chattel Paper or Investment Property, the taking of such actions, and (D) the Collateral Agent’s having possession of Documents,
Chattel Paper, Instruments and cash constituting Collateral (subclauses (A) – (D), each, a “Perfection Requirement”
and, collectively, the “Perfection Requirements”).


 




    	-10-



     


    

 


(k)
As of the date hereof, no Grantor holds any Commercial Tort Claims in respect of which a claim has been filed in a court of law or a
written notice by an attorney has been given to a potential defendant, except for such claims described in Schedule V.


 


(l)
This Agreement creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured
Parties, in the Collateral, as security for the Secured Obligations. The Perfection Requirements will result in the perfection of such
security interests. Such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof,
will be, perfected, first priority security interests, subject in priority only to the Permitted Liens, and the recording of such instruments
of assignment described above. Such Perfection Requirements and all other action necessary or desirable to perfect and protect such security
interest have been duly made or taken, except for (i) the Collateral Agent’s having possession of all Instruments, Documents, Chattel
Paper and cash constituting Collateral after the date hereof, (ii) the Collateral Agent’s having control of all Deposit Accounts,
Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights constituting Collateral after the date hereof, and (iii) the
other filings and recordations and actions described in Section 5(j) hereof.


 


(m)
Each Grantor and any of its Subsidiaries that is a partnership or a limited liability company with certificated Equity Interests, has
irrevocably opted into (and has caused each of its Subsidiaries that is a partnership or a limited liability company with certificated
Equity Interests, and a Pledged Issuer to opt into) Article 8 of the relevant Uniform Commercial Code (collectively, the “Certificated
Entities”). Such interests are securities for purposes of Article 8 of the relevant Uniform Commercial Code. With respect to
each Grantor and its Subsidiaries that is a partnership or a limited liability company and is not a Certificated Entity, the partnership
interests or membership interests of each such Person are not and will not be (i) dealt in or traded on securities exchanges or in securities
markets, (ii) securities for purposes of Article 8 of any relevant Uniform Commercial Code, (iii) investment company securities within
the meaning of Section 8-103 of any relevant Uniform Commercial Code or (iv) evidenced by a certificate.


 




    	-11-



     


    

 


SECTION
6. Covenants as to the Collateral. During the period from the Closing Date until the Termination Date, unless the Collateral Agent
shall otherwise consent in writing: 


 


(a)
Further Assurances. Each Grantor will take such action and execute, acknowledge and deliver, at its sole cost and expense, such
agreements, instruments or other documents as the Collateral Agent may reasonably require from time to time in order (i) to perfect and
protect, or maintain the perfection of, the security interest and Lien purported to be created hereby; (ii) to enable the Collateral
Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise to effect the purposes
of this Agreement, including, without limitation: (A) at the reasonable request of the Collateral Agent, marking conspicuously all Chattel
Paper, Instruments, Licenses and all of its Records pertaining to the Collateral with a legend, in form and substance reasonably satisfactory
to the Collateral Agent, indicating that such Chattel Paper, Instrument, License or Records is subject to the security interest created
hereby, (B) if any Account shall be evidenced by a Promissory Note or other Instrument or Chattel Paper, delivering and pledging to the
Collateral Agent such Promissory Note, other Instrument or Chattel Paper, duly endorsed and accompanied by executed instruments of transfer
or assignment, all in form and substance reasonably satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if
any, that such Grantor’s signature is required thereon) or authenticating the filing of, such financing or continuation statements,
or amendments thereto, (D) with respect to Intellectual Property hereafter existing and not covered by an appropriate security interest
grant, the executing and recording in the United States Patent and Trademark Office or the United States Copyright Office, as applicable,
appropriate instruments granting a security interest, as may be necessary or desirable or that the Collateral Agent may reasonably request
in order to perfect and preserve the security interest purported to be created hereby, (E) delivering to the Collateral Agent Irrevocable
Proxies and Registration Pages in respect of the Pledged Interests, (F) furnishing to the Collateral Agent from time to time statements
and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral
Agent may reasonably request, all in reasonable detail, (G) if at any time after the date hereof, any Grantor acquires or holds any Commercial
Tort Claim, promptly (and in event within 10 Business Days of so acquiring or holding) notifying the Collateral Agent in a writing signed
by such Grantor setting forth a brief description of such Commercial Tort Claim and granting to the Collateral Agent a security interest
therein and in the proceeds thereof, which writing shall incorporate the provisions hereof and shall be in form and substance reasonably
satisfactory to the Collateral Agent and (H) taking all actions required by law in any relevant Uniform Commercial Code jurisdiction,
or by other law as applicable in any foreign jurisdiction in connection with the Collateral. No Grantor shall take or fail to take any
action which could in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien
on any Collateral.


 


(b)
Provisions Concerning the Accounts and the Material Licenses.


 


(i)
Each Grantor will, except as otherwise provided in this subsection (d), continue to collect, at its own expense, all amounts due or to
become due under the Accounts. In connection with such collections, each Grantor may (and, at the Collateral Agent’s direction,
will) take such action as such Grantor (or, if applicable, the Collateral Agent) may deem reasonably necessary or advisable to enforce
collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time,
upon the occurrence and during the continuance of an Event of Default, to notify the Account Debtors or obligors under any Accounts of
the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts
due or to become due to such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification
and at the expense of such Grantor and to the extent permitted by law, to enforce collection of any such Accounts and to adjust, settle
or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt
by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends
to enforce a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately
preceding sentence, (A) all amounts and proceeds (including Instruments) received by such Grantor in respect of the Accounts shall be
received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement)
to be held as cash collateral and applied as specified in the Securities Purchase Agreement hereof or Notes, as applicable, and (B) such
Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or
obligor thereof or allow any credit or discount thereon. Any such securities, cash, investments and other items so received by the Collateral
Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be held as additional Collateral for
the Secured Obligations or distributed in accordance with Section 8 hereof.


 




    	-12-



     


    

 


(ii)
Upon the occurrence and during the continuance of any material breach or default under any material License by any party thereto other
than a Grantor, (A) the relevant Grantor will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of
the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto, (B) no Grantor
will, without the prior written consent of the Collateral Agent, declare or waive any such material breach or default or affirmatively
consent to the cure thereof or exercise any of its remedies in respect thereof, and (C) each Grantor will, upon written instructions
from the Collateral Agent and at such Grantor’s expense, take such action as the Collateral Agent may deem reasonably necessary
or advisable in respect thereof.


 


(iii)
Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by
it by which any other party to any material License (A) declares a breach or default by a Grantor of any material term thereunder, (B)
terminates such material License or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together
with a copy of any reply by such Grantor thereto.


 


(iv)
Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any
right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take
all action necessary to maintain the material Licenses in full force and effect.


 


(c)
Notices and Communications; Defense of Title; Amendments; Equity Issuances. Each Grantor will:


 


(i)
at each Grantors’ expense, promptly deliver to the Collateral Agent a copy of each material notice or other communication received
by it in respect of the Pledged Interests;


 


(ii)
at the Grantors’ expense, defend the Collateral Agent’s right, title and security interest in and to the Pledged Interests
against the claims of any Person, keep the Pledged Interests free from all Liens (except Permitted Liens), and not sell, exchange, transfer,
assign, lease or otherwise dispose of the Pledged Interests or any interest therein, except as permitted under the Securities Purchase
Agreement and the other Transaction Documents;


 


(iii)
not make or consent to any amendment or other modification or waiver with respect to any Pledged Interests or enter into any agreement
or permit to exist any restriction with respect to any Pledged Interests other than as expressly permitted under the Securities Purchase
Agreement; and


 




    	-13-



     


    

 


(iv)
not permit the issuance of (A) any additional shares of any class of Equity Interests of any Pledged Issuer, (B) any securities convertible
voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable
for, any such shares of Equity Interests or (C) any warrants, options, contracts or other commitments entitling any Person to purchase
or otherwise acquire any such shares of Equity Interests, in each case, other than as permitted under the Securities Purchase Agreement.


 


(d)
Intellectual Property.


 


(i)
If applicable, each Grantor has duly executed and delivered the applicable Assignment for Security in the form attached hereto as Exhibit
B. Except as provided in subsection (ii) below, each Grantor (either itself or through licensees) will, and will cause each licensee
thereof to, take all action necessary to maintain all of the Intellectual Property in full force and effect, including, without limitation,
using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain
the Trademarks in full force, free from any claim of abandonment for non-use, and no Grantor will (nor permit any licensee thereof to)
do any act or knowingly omit to do any act whereby any Intellectual Property may become invalidated.


 


(ii)
Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, no Grantor shall have an obligation to
use or to maintain any Intellectual Property (A) that relates solely to any product or work, that has been, or is in the process of being,
discontinued, abandoned or terminated, (B) that is being replaced with Intellectual Property substantially similar to the Intellectual
Property that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such Intellectual Property does
not materially adversely affect the validity of such replacement Intellectual Property and so long as such replacement Intellectual Property
is subject to the Lien created by this Agreement or (C) that is substantially the same as any other Intellectual Property that is in
full force, so long as the failure to use or maintain such Intellectual Property does not materially adversely affect the validity of
such replacement Intellectual Property and so long as such other Intellectual Property is subject to the Lien and security interest created
by this Agreement.


 


(iii)
Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the
United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain each
registration of the Intellectual Property (other than the Intellectual Property described in the proviso to the immediately preceding
sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference
and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees. If any Intellectual Property
is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, the Grantors shall (A) upon obtaining
knowledge of such infringement, misappropriation, dilution or other violation, promptly notify the Collateral Agent and (B) to the extent
the Grantors shall deem appropriate under the circumstances, promptly take commercially reasonable actions to sue for infringement, misappropriation,
dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation,
dilution or other violation, or take such other actions as the Grantors shall deem appropriate under the circumstances to protect such
Intellectual Property.


 




    	-14-



     


    

 


(iv)
Within 10 Business Days of the date of this Agreement (or such longer time as the Collateral Agent may agree in its reasonable discretion),
the Grantors shall deliver to the Collateral Agent a supplement to this Agreement containing the information necessary to complete Schedule
II hereto, which such Schedule shall set forth a complete and accurate list as of the date of delivery thereof of each material License
of the Grantors. Schedule II hereto, when delivered pursuant to the immediately preceding sentence, shall set forth a complete and accurate
list of all issued, registered, or applied-for Intellectual Property owned or used by each Grantor as of the date thereof.


 


(v)
Each Grantor shall furnish to the Collateral Agent statements and schedules further identifying and describing the Intellectual Property
and Licenses and such other reports in connection with the Intellectual Property and Licenses as the Collateral Agent may reasonably
request, all in reasonable detail and promptly upon the request of the Collateral Agent, following receipt by the Collateral Agent of
any such statements, schedules or reports, the Grantors shall modify this Agreement by amending Schedule II hereto to include any Intellectual
Property and Licenses, as the case may be, which become part of the Collateral under this Agreement, and shall execute and authenticate
such documents and do such acts as shall be necessary or, in the judgment of the Collateral Agent, desirable to subject such Intellectual
Property and Licenses to the Lien and security interest created by this Agreement.


 


(vi)
Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, no Grantor may
abandon or otherwise permit any Intellectual Property to become invalid without the prior written consent of the Collateral Agent, and
if any Intellectual Property is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, the
Grantors will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Intellectual Property.


 


(vii)
In the event that any Grantor shall (A) obtain rights to any new Trademarks necessary for the operation of its business, or any reissue,
renewal or extension of any existing Trademark necessary for the operation of its business, (B) obtain rights to or develop any new patentable
inventions, or become entitled to the benefit of any Patent, or any reissue, division, continuation, renewal, extension or continuation-in-part
of any existing Patent or any improvement thereof (whether pursuant to any license or otherwise), (C) obtain rights to or develop any
new works protectable by Copyright, or become entitled to the benefit of any rights with respect to any Copyright or any registration
or application therefor, or any renewal or extension of any existing Copyright or any registration or application therefor, or (D) obtain
rights to or develop new Other Intellectual Property, the provisions of Section 2 hereof shall automatically apply thereto and such Grantor
shall give to the Collateral Agent prompt notice thereof in accordance with the terms of this Agreement and the Securities Purchase Agreement.
Except as otherwise provided herein or in the Securities Purchase Agreement, each Grantor, either itself or through any agent, employee,
licensee or designee, shall give the Collateral Agent written notice of each application submitted by it for the registration of any
Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright
Office, as applicable, or in any similar office or agency of the United States or any country or any political subdivision thereof.


 


(viii)
Each Grantor shall execute, authenticate and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral
Agent may reasonably request to evidence the Collateral Agent’s security interest hereunder in such Intellectual Property and the
General Intangibles of such Grantor relating thereto or represented thereby, and each Grantor hereby appoints the Collateral Agent its
attorney-in-fact to execute and/or authenticate and file all such writings for the foregoing purposes, all acts of such attorney being
hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the Termination Date.


 




    	-15-



     


    

 


(e)
Deposit, Commodities and Securities Accounts.


 


(i)
Each Grantor shall cause each bank and other financial institution with an account referred to in Schedule IV hereto to execute and deliver
to the Collateral Agent (or its designee) a Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent,
duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance reasonably
satisfactory to the Collateral Agent, pursuant to which such institution shall irrevocably agree (unless otherwise agreed to by the Collateral
Agent), among other things, that (i) it will comply at any time with the instructions originated by the Collateral Agent (or its designee)
to such bank or financial institution directing the disposition of cash, Commodity Contracts, securities, Investment Property and other
items from time to time credited to such account, without further consent of such Grantor, which instructions the Collateral Agent (or
its designee) will not give to such bank or other financial institution in the absence of a continuing default under any Transaction
Document; provided that the Control Agreement in respect of the Designated Account shall be a “blocked” control agreement
subject at all times to the instructions of the Collateral Agent without any consent of any Grantor1 and (ii) all cash,
Commodity Contracts, securities, Investment Property and other items of such Grantor deposited with such institution shall be subject
to a perfected, first priority security interest in favor of the Collateral Agent (or its designee). The provisions of this Section 6(e)
shall not apply to any Excluded Accounts.


 


(ii)
The Company shall at all times maintain a minimum cash balance on deposit in the Designated Account of not less than $65,000,000.00.


 


(f)
Control. Each Grantor hereby agrees to take any or all action that may be necessary or desirable or that the Collateral Agent
may request in order for the Collateral Agent to obtain control in accordance with Sections 9-104, 9-105, 9-106, and 9-107 of the Code
with respect to the following Collateral: (i) Deposit Accounts, (ii) Securities Accounts; (iii) Electronic Chattel Paper and (iv) Investment
Property. Each Grantor hereby acknowledges and agrees that any agent or designee of the Collateral Agent shall be deemed to be a “secured
party” with respect to the Collateral under the control of such agent or designee for all purposes.


 


(g)
Records; Inspection and Reporting.


 


(i)
Each Grantor shall keep adequate records concerning the Accounts, Chattel Paper and Pledged Interests.


 


(ii)
No Grantor shall, without at least five Business Days’ (or such other timeframe as the Collateral Agent may agree in its sole discretion)
prior notice to the Collateral Agent, amend, modify or otherwise change (A) its name, (B) its jurisdiction of organization, (C) its type
of entity or (D) its chief executive office, in each case, as set forth in Schedule I hereto.


 


 






	1	NTD:  	Operating/deposit
    accounts of Grantors (other than the Designated Account) are to be subject to “springing” account control agreements
    (i.e., Grantors permitted use accounts in ordinary course prior to any event of default)... The Designated Account to be subject
    to “blocked” form of control agreement subject to Agent control/instructions at all times from the Closing Date.


 




    	-16-



     


    

 


(h)
Partnership and Limited Liability Company Interests.


 


(i)
Except with respect to partnership interests and limited liability company interests evidenced by a certificate, which certificate has
been pledged and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a partnership or a limited liability
company shall, nor shall any Grantor with any Subsidiary that is a partnership or a limited liability company, permit such Subsidiary’s
partnership interests or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become
a security for purposes of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning
of Section 8-103 of any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership
interests or membership interests shall constitute General Intangibles.


 


(ii)
Each Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement
or similar agreement to which a Grantor is a party and relating to any Pledged Interests (as amended, restated, supplemented or otherwise
modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(h) (A)
to permit each member, manager and partner that is a Grantor (1) to pledge all of the Pledged Interests in which such Grantor has rights,
(2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest
in such Pledged Interests and (3) to, upon any foreclosure by the Collateral Agent on such Pledged Interests (or any other sale or transfer
of such Pledged Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of
such Pledged Interests in lieu of such foreclosure) its rights and powers to manage and control the affairs of the applicable Pledged
Issuer, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party
to any Pledged Partnership/LLC Agreement or otherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall
not cause such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged
Issuer shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable
Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to
be a be a holder of such Pledged Interests.


 


(iii)
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall have the right (but
not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC
Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or
partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 6(h). For avoidance
of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and
not merely the rights of an economic interest holder.


 


(iv)
During the period from the Closing Date until the Termination Date, no further consent, approval or action by any other party, including,
without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the
Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 6(h) The rights, powers and
benefits granted pursuant to this paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each
other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries.


 




    	-17-



     


    

 


(v)
Each Grantor and each applicable Pledged Issuer agrees that during the period from the Closing Date until the Termination Date, no Pledged
Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 6(h)without the prior written consent
of the Collateral Agent.


 


(i)
Pledge of Lomotif. The Company, Zash and ZVV shall promptly (and in any event, no more than ten Business Days (or such longer
period as the Collateral Agent may agree) following the date hereof, commence the use of reasonable best efforts to remove any restrictions
or prohibitions on ZVV’s pledge over the Equity Interests of Lomotif Private Limited, a company organized under the laws of Singapore
(“Lomotif”) and to cause such Equity Interests to be pledged to the Collateral Agent for the benefit of the Secured
Parties (and thereafter, at the reasonable request of the Collateral Agent, shall continue to use such reasonable best efforts); provided
that the failure to procure the removal of such restrictions or prohibitions shall not constitute a default hereunder to the extent
the Company, Zash and ZVV have undertaken such reasonable best efforts. Such reasonable best efforts shall include, but not be limited
to, amending Lomotif’s memorandum and articles of association to permit the pledge of its Equity Interests (and remove any limitations
or restrictions on the Collateral Agent’s ability to exercise remedies in respect of such Equity Interests) and seeking the consent
of any third parties that may be necessary to permit such pledge and any other actions that may be necessary or advisable (including
pursuant to the advice of Singapore counsel). Furthermore, to the extent the restrictions on pledging the Equity Interests in Lomotif
are removed, if requested by the Collateral Agent, ZVV shall enter into a Singapore law governed share pledge promptly following the
request therefor.


 


SECTION
7. Voting Rights, Dividends, Etc. in Respect of the Pledged Interests. 


 


(a)
So long as no Event of Default shall have occurred and be continuing:


 


(i)
each Grantor may exercise any and all voting and other consensual rights pertaining to any Pledged Interests for any purpose not inconsistent
with the terms of this Agreement, the Securities Purchase Agreement or the other Transaction Documents; provided, however,
that (A) no Grantor will exercise or refrain from exercising any such right, as the case may be, if the Collateral Agent gives such Grantor
notice that, in the Collateral Agent’s reasonable good faith judgment, such action (or inaction) could reasonably be expected to
violate the terms of any Transaction Document or have a Material Adverse Effect and (B) each Grantor will give the Collateral Agent at
least five Business Days’ notice of the manner in which it intends to exercise, or the reasons for refraining from exercising,
any such right which could reasonably be expected to adversely affect the value, liquidity or marketability of any Collateral or the
creation, perfection and priority of the Collateral Agent’s Lien thereon; and


 


(ii)
each Grantor may receive and retain any and all dividends, interest or other distributions paid in respect of the Pledged Interests to
the extent permitted by the Securities Purchase Agreement; provided, however, that any and all (A) dividends and interest
paid or payable other than in cash in respect of, and Instruments and other property received, receivable or otherwise distributed in
respect of or in exchange for, any Pledged Interests, (B) dividends and other distributions paid or payable in cash in respect of any
Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Interests,
together with any dividend, interest or other distribution or payment which at the time of such payment was not permitted by the Securities
Purchase Agreement, shall be, and shall forthwith be delivered to the Collateral Agent, to hold as, Pledged Interests and shall, if received
by any of the Grantors, be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or
funds of the Grantors, and shall be forthwith delivered to the Collateral Agent in the exact form received with any necessary indorsement
and/or appropriate instruments of transfer or assignment or undated stock powers duly executed in blank, to be held by the Collateral
Agent as Pledged Interests and as further collateral security for the Secured Obligations.


 




    	-18-



     


    

 


(b)
Upon the occurrence and during the continuance of an Event of Default:


 


(i)
all rights of each Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant
to Section 7(a)(i) hereof, and to receive the dividends, distributions, interest and other payments that it would otherwise be authorized
to receive and retain pursuant to Section 7(a)(ii) hereof, shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged
Interests such dividends, distributions and interest payments, and the Collateral Agent (personally or through an agent) shall thereupon
be solely authorized and empowered to transfer and register in the Collateral Agent’s name, or in the name of the Collateral Agent’s
nominee, the whole or any part of the Pledged Interests, it being acknowledged by each Grantor that such transfer and registration may
be effected by the Collateral Agent by the delivery of a Registration Page to the Grantor or to the Pledged Issuer, as applicable, reflecting
the Collateral Agent or its designee as the holder of such Pledged Interests, or otherwise by the Collateral Agent through its irrevocable
appointment as attorney-in-fact pursuant to Section 8 hereof;


 


(ii)
the Collateral Agent is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Collateral
Agent (or its designee) and may collect any and all moneys due or to become due to any Grantor in respect of the Pledged Debt, and each
of the Grantors hereby authorizes each such debtor to make such payment directly to the Collateral Agent (or its designee) without any
duty of inquiry;


 


(iii)
without limiting the generality of the foregoing, the Collateral Agent may, at its option, exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute
owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Interests upon the
merger, consolidation, division, reorganization, recapitalization or other adjustment of any Pledged Issuer, or upon the exercise by
any Pledged Issuer of any right, privilege or option pertaining to any Pledged Interests, and, in connection therewith, to deposit and
deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agent upon
such terms and conditions as it may determine; and


 


(iv)
all dividends, distributions, interest and other payments that are received by any of the Grantors contrary to the provisions of Section
7(a)(i) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Grantors,
and shall be forthwith paid over to the Collateral Agent as Pledged Interests in the exact form received with any necessary indorsement
and/or appropriate instruments of transfer or assignment or undated Equity Interest powers duly executed in blank, to be held by the
Collateral Agent as Pledged Interests and as further collateral security for the Secured Obligations.


 




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SECTION 8. Additional
Provisions Concerning the Collateral. 


 


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


 


(b)
Each Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, from time to time following the occurrence and during the continuance
of an Event of Default in the Collateral Agent’s discretion, to take any action and to execute any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of a Grantor under Section
6 hereof and Section 7(a) hereof), including, without limitation, (i) to obtain and adjust insurance required to be paid to the Collateral
Agent pursuant to the Securities Purchase Agreement, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts
or other Instruments, Documents and Chattel Paper in connection with clause (i) or (ii) above, (iv) to receive, indorse and collect all
Instruments made payable to such Grantor representing any dividend, interest payment or other distribution in respect of any Pledged
Interests and to give full discharge for the same, (v) to file any claims or take any action or institute any proceedings which the Collateral
Agent may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of each Secured Party with
respect to any Collateral, (vi) to execute assignments, licenses and other documents to enforce the rights of each Secured Party with
respect to any Collateral, (vii) to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality
or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent (in its sole discretion),
and such payments made by the Collateral Agent shall constitute additional Secured Obligations of such Grantor to the Collateral Agent,
be due and payable immediately without demand, and shall bear interest from the date payment of said amounts is demanded at the Default
Rate, and (viii) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments,
verifications and notices in connection with Accounts, Chattel Paper and other documents relating to the Collateral. This power is coupled
with an interest and is irrevocable until the Termination Date.


 




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(c)
For the purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, following the occurrence of an Event of Default
at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each
Grantor hereby (i) grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other
compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property now or hereafter owned by any Grantor, wherever
the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded
or stored and to all computer programs used for the compilation or printout thereof; and (ii) assigns to the Collateral Agent, to the
extent assignable, all of its rights to any Intellectual Property now or hereafter licensed or used by any Grantor. Each Grantor hereby
releases the Collateral Agent from, and indemnifies the Collateral Agent against, any claims, causes of action and demands at any time
arising out of or with respect to any actions taken or omitted to be taken by the Collateral Agent under the powers of attorney, proxy
or license, granted herein other than actions taken or omitted to be taken through the Collateral Agent’s gross negligence or willful
misconduct, as determined by a final determination of a court of competent jurisdiction, provided that Collateral Agent shall be accountable
only for amounts that it receives as a result of the exercise of such powers.


 


(d)
If any Grantor fails to perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause performance
of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the fees and expenses of the Collateral Agent
incurred in connection therewith shall be payable by the Grantors pursuant to Section 10 hereof, constitute additional Secured Obligations
of the Grantor to the Collateral Agent, be due and payable immediately without demand and bear interest from the date payment of said
amounts is demanded at the Default Rate.


 


(e)
The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Other than the exercise of reasonable care to assure the safe custody of any Collateral in
its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral
or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to any Collateral
and shall be relieved of all responsibility for any Collateral in its possession upon surrendering it or tendering surrender of it to
any of the Grantors (or whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct).
The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood
that the Collateral Agent shall not have responsibility for ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge
of such matters. The Collateral Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other
agent or bailee selected by the Collateral Agent in good faith.


 




    	-21-



     


    

 


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


 


(g)
The Collateral Agent may at any time in its discretion (i) without notice to any Grantor, transfer or register in the name of the Collateral
Agent or any of its nominees any or all of the Pledged Interests, subject only to the revocable rights of such Grantor under Section
7(a) hereof, and (ii) exchange certificates or Instruments constituting Pledged Interests for certificates or Instruments of smaller
or larger denominations.


 


SECTION
9. Remedies Upon Default. If any Event of Default shall have occurred and be continuing: 


 


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


 




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(b)
In the event that the Collateral Agent determines to exercise its right to sell all or any part of the Pledged Interests pursuant to
Section 9(a) hereof, each Grantor will, at such Grantor’s expense and upon request by the Collateral Agent: (i) execute and deliver,
and cause each issuer of such Pledged Interests and the directors and officers thereof to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Collateral Agent,
advisable to register such Pledged Interests under the provisions of the Securities Act, and to cause the registration statement relating
thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make
all amendments and supplements thereto and to the related prospectus which, in the opinion of the Collateral Agent, are necessary or
advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto,
(ii) cause each issuer of such Pledged Interests to qualify such Pledged Interests under the state securities or “Blue Sky”
laws of each jurisdiction, and to obtain all necessary governmental approvals for the sale of the Pledged Interests, as requested by
the Collateral Agent, (iii) cause each Pledged Issuer to make available to its security holders, as soon as practicable, an earnings
statement which will satisfy the provisions of Section 11(a) of the Securities Act, and (iv) do or cause to be done all such other acts
and things as may be necessary to make such sale of such Pledged Interests valid and binding and in compliance with applicable law. Each
Grantor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Collateral Agent by reason
of the failure by any Grantor to perform any of the covenants contained in this Section 9(b) and, consequently, agrees that, if any Grantor
fails to perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value of the
Pledged Interests on the date the Collateral Agent demands compliance with this Section 9(b) provided, however, that the payment of such
amount shall not release any Grantor from any of its obligations under any of the other Transaction Documents.


 




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(c)
Notwithstanding the provisions of Section 9(b) hereof, each Grantor recognizes that the Collateral Agent may deem it impracticable to
effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Collateral
Agent may, therefore, determine to make one or more private sales of any such securities 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. 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 sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have
no obligation to delay the 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. Each Grantor further acknowledges and agrees that any offer to sell such securities
which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial
community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities
Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve
a “public disposition” for the purposes of Section 9-610(c) of the Code (or any successor or similar, applicable statutory
provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering”
under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities.


 


(d)
Any cash held by the Collateral Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent
(or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral,
may, in the discretion of the Collateral Agent, be held by the Collateral Agent (or its agent or designee) as collateral for, and/or
then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof) in
whole or in part by the Collateral Agent against, all or any part of the Secured Obligations in such order as the Collateral Agent shall
elect, consistent with the provisions of the Securities Purchase Agreement and the Notes. Any surplus of such cash or Cash Proceeds held
by the Collateral Agent (or its agent or designee) and remaining after the Termination Date shall be paid over to whomsoever shall be
lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.


 


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


 


(f)
Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable requirements of law in connection with a disposition
of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral.


 




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(g)
The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this
Agreement and the Collateral) for, or other assurances of payment of, the 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 the Collateral Agent’s rights hereunder and in respect
of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing
or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling
of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under
any other instrument creating or evidencing any of the 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.


 


SECTION
10. Indemnity and Expenses. 


 


(a)
Each Grantor agrees to defend, protect, indemnify and hold harmless the Collateral Agent and each other Indemnitee in accordance with
Section 10 of the Securities Purchase Agreement.


 


(b)
Each Grantor agrees to pay to the Collateral Agent fees, costs and expenses in accordance with Section 5(g) of the Securities Purchase
Agreement and Section 20 of the Notes.


 


SECTION
11. Notices, Etc. All notices and other communications provided for hereunder shall be given in accordance with the notice provision
of the Securities Purchase Agreement and/or the Notes or other Transactions Documents, as applicable. 


 


SECTION
12. Security Interest Absolute; Joint and Several Obligations. 


 


(a)
All rights of the Secured Parties, all Liens and all obligations of each of the Grantors hereunder shall be absolute and unconditional
irrespective of (i) any lack of validity or enforceability of the Securities Purchase Agreement or any other Transaction Document, (ii)
any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or
any other amendment or waiver of or consent to any departure from the Securities Purchase Agreement or any other Transaction Document,
(iii) any exchange or release of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent
to departure from any guaranty, for all or any of the Secured Obligations, or (iv) any other circumstance that might otherwise constitute
a defense available to, or a discharge of, any of the Grantors in respect of the Secured Obligations. All authorizations and agencies
contained herein with respect to any of the Collateral are irrevocable and powers coupled with an interest.


 


(b)
Each Grantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and notice of the incurrence of any Secured Obligation
by any Issuer or Guarantor, (iii) notice of any actions taken by the Collateral Agent, any Buyer or Holder, any Guarantor or any other
Person under any Transaction Document or any other agreement, document or instrument relating thereto, (iv) all other notices, demands
and protests, and all other formalities of every kind in connection with the enforcement of the Secured Obligations, the omission of
or delay in which, but for the provisions of this subsection (b), might constitute grounds for relieving such Grantor of any such Grantor’s
obligations hereunder and (v) any requirement that the Collateral Agent or any Buyer or Holder protect, secure, perfect or insure any
security interest or other lien on any property subject thereto or exhaust any right or take any action against any Grantor or any other
Person or any collateral.


 




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(c)
All of the obligations of the Grantors hereunder are joint and several. The Collateral Agent may, in its sole and absolute discretion,
enforce the provisions hereof against any of the Grantors and shall not be required to proceed against all Grantors jointly or seek payment
from the Grantors ratably. In addition, the Collateral Agent may, in its sole and absolute discretion, select the Collateral of any one
or more of the Grantors for sale or application to the Secured Obligations, without regard to the ownership of such Collateral, and shall
not be required to make such selection ratably from the Collateral owned by all of the Grantors. The release or discharge of any Grantor
by the Collateral Agent shall not release or discharge any other Grantor from the obligations of such Person hereunder.


 


SECTION 13. Miscellaneous. 


 


(a)
No amendment of any provision of this Agreement (including any Schedule attached hereto) shall be effective unless it is in writing and
signed by each Grantor affected thereby and the Collateral Agent, and no waiver of any provision of this Agreement, and no consent to
any departure by any Grantor therefrom, shall be effective unless it is in writing and signed by the Collateral Agent, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


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


 


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


 




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(d)
After the occurrence of the Termination Date, (i) subject to paragraph (e) below, this Agreement and the security interests and licenses
created hereby shall terminate and all rights to the Collateral shall revert to the Grantors, (ii) the Collateral Agent agrees to file
UCC amendments on or promptly after the Termination Date to evidence the termination of the Liens so released and (iii) the Collateral
Agent will, upon the Grantors’ request and at the Grantors’ cost and expense, (A) promptly return to the Grantors (or whomsoever
shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct) such of the Collateral as shall
not have been sold or otherwise disposed of or applied pursuant to the terms hereof, and (B) promptly execute and deliver to the Grantors
such documents and make such other filings as the Grantors shall reasonably request to evidence such termination, without representation,
warranty or recourse of any kind. In addition, upon any sale or disposition of any item of Collateral in a transaction expressly permitted
under the Securities Purchase Agreement, the Collateral Agent agrees to execute a release of its security interest in such item of Collateral,
and the Collateral Agent shall, upon the reasonable request of the Grantors and at the Grantors’ cost and expense, execute and
deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such release, without representation, warranty
or recourse of any kind.


 


(e)
This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor
for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors
or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment or performance of the Secured Obligations, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured
Obligations, whether as a “voidable preference,” “fraudulent conveyance”, or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the
Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


(f)
Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit
C hereto (each a “Security Agreement Supplement”), (i) such Person shall be referred to as an “Additional
Grantor” and shall be and become a Grantor, and each reference in this Agreement to “Grantor” shall also mean and
be a reference to such Additional Grantor, and each reference in this Agreement and the other Transaction Documents to “Collateral”
shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental Schedules I-VII attached to
each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I-VII, respectively, hereto,
and the Collateral Agent may attach such Schedules as supplements to such Schedules, and each reference to such Schedules shall mean
and be a reference to such Schedules, as supplemented pursuant hereto.


 


(g)
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED
HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE
OF NEW YORK.


 




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(h)
In addition to and without limitation of any of the foregoing, this Agreement shall be deemed to be a Transaction Document and shall
otherwise be subject to all of terms and conditions contained in Section 10 of the Securities Purchase Agreement (including the submission
to jurisdiction and waiver of jury trial provisions therein), mutatis mutandi.


 


(i)
Each Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding
with respect to this Agreement any special, exemplary, punitive or consequential damages.


 


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


 


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


 


(l)
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which
shall be deemed an original, but all of such counterparts taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Agreement by facsimile or electronic mail shall be equally effective as delivery of an original executed
counterpart.


 


(m)
For purposes of this Agreement, all references to Schedules I-VII attached hereto shall be deemed to refer to each such Schedule as updated
from time to time in accordance with the terms of this Agreement.


 


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


 


	 	GRANTORS:
	 	 
	 	Vinco Ventures, Inc.
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 


	 	ZASH
    Global Media and Entertainment Corporation
	 	 
	 	By:	                              
	 	Name:	 
	 	Title:	 


 


	 	ZVV
    Media Partners, LLC
	 	 
	 	By:	                         
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


	 	CBAV1,
    LLC
	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 


	 	EDISON
    NATION HOLDINGS, LLC
	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 


 


	 	EVERYDAY
    EDISONS, LLC
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


	 	EVNT
    PLATFORM, LLC
	 	 
	 	By:	                  
	 	Name:
    	 
	 	Title:	 


 


	 	FERGUSON
    CONTAINERS, INC.
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 


 


	 	HONEY
    BADGER MEDIA, LLC
	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


	 	PIRASTA,
    LLC
	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 


 


	 	SAFE
    TV SHOP, LLC
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 


 


	 	TBD
    SAFETY, LLC
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 


 


	 	VINCO
    SHARED SERVICES, LLC
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


Acknowledged
and Agreed by:


 


	COLLATERAL
    AGENT:	 
	 	 
	[hudson
    bay master fund ltd]	 
	 	 
	By:	                       	 
	Name:
    	 	 
	Title:	 	 


 




    	 



     


    

 


SCHEDULE
I



LEGAL NAME; JURISDICTION OF ORGANIZATION; TYPE OF ORGANIZATION; ORGANIZATIONAL IDENTIFICATION NUMBER


 


	Legal
    Name	 	Jurisdiction
    of Organization	 	Type
    of Organization	 	Chief
    Place of Business and Chief Executive Office 	 	Trade
    Names 
	CBAV1,
    LLC	 	Nevada	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Edison
    Nation Holdings, LLC	 	North
    Carolina	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Edison
    Nation, LLC	 	North
    Carolina	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Everyday
    Edisons, LLC 	 	North
    Carolina	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	EVNT
    Platform, LLC	 	Nevada	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	Emmmersive
    Entertainment
	Ferguson
    Containers, Inc.	 	New
    Jersey	 	Corporation	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Honey
    Badger Media, LLC	 	Nevada	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Pirasta,
    LLC	 	North
    Carolina	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Safe
    TV Shop, LLC	 	North
    Carolina	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	TBD
    Safety, LLC	 	Delaware	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Vinco
    Shared Services, LLC 	 	Nevada	 	Limited
    Liability Company	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Vinco
    Ventures, Inc.	 	Nevada	 	Corporation	 	1
    West Broad Street, Suite 1004

    Bethlehem, PA 18018	 	N/A
	Zash
    Global Media and Entertainment Corporation	 	Delaware	 	Corporation	 	Corp.
                                            Office:

                                            1000 5th St., Suite 200 H-2

                                            Miami Beach, FL 33139

     

    Chief
    Place of Business:

    24 Aspen Park Blvd.

    East Syracuse, NY 13057
	 	N/A
	ZVV
    Media Partners LLC	 	Delaware	 	Limited
    Liability Company	 	24
    Aspen Park Blvd 

    East Syracuse, NY13057	 	N/A


 




    	 



     


    

 


SCHEDULE
II2



INTELLECTUAL PROPERTY AND LICENSES; TRADE NAMES


 


	A.	COPYRIGHTS
	 	 	 
	 	1.	Registered
    Copyrights
	 	 	 
	 	2.	Copyright
    Applications
	 	 	 
	 	3.	Copyright
    Licenses
	 	 	 
	B.	PATENTS
	 	 	 
	 	1.	Registered
    Patents
	 	 	 
	 	2.	Patents
    Applications
	 	 	 
	 	3.	Patents
    Licenses
	 	 	 
	C.	TRADEMARKS
	 	 	 
	 	1.	Registered
    Trademarks
	 	 	 
	 	2.	Trademark
    Applications
	 	 	 
	 	3.	Trademark
    Licenses


 


 






2
To be provided pursuant to Section 6(d)(iv) (and as may be amended pursuant to Section 6(d)(v).


 




    	 



     


    

 


SCHEDULE
III


 


DEPOSIT
ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITIES ACCOUNTS


 


	Grantor	 	Name
    and Address of Institution Maintaining Account	 	Account
    Number	 	Purpose
    of Account
	Best
    Party Concepts LLC	 	Bank
    of America	 	 	 	Operating
    – Closed
	CBAV
    1	 	Bank
    of America	 	 	 	Operating
    – Debtor in Possession
	Ed
    Roses LLC	 	Bank
    of America	 	 	 	Closed
    2021
	Edison
    Nation Holdings LLC	 	BB&T	 	 	 	Operating
	Edison
    Nation Holdings LLC	 	BB&T	 	 	 	Operating
	Edison
    Nation Holdings LLC	 	Enterprise
    Bank & Trust	 	 	 	Operating
	Edison
    Nation Inc. (Vinco Ventures, Inc.)	 	Bank
    of America	 	 	 	Operating
	Edison
    Nation Inc. (Vinco Ventures, Inc.)	 	First
    Trust Bank	 	 	 	Operating
    - PPP
	Edison
    Nation LLC	 	BB&T	 	 	 	Operating
	Edison
    Nation LLC	 	Enterprise
    Bank & Trust	 	 	 	Operating
	Everyday
    Edisons LLC	 	BB&T	 	 	 	Operating
	EVNT
    Platform LLC	 	Enterprise
    Bank & Trust	 	 	 	Operating
	Ferguson
    Containers Inc.	 	Bank
    of America	 	 	 	Operating
	Ferguson
    Containers Inc.	 	PNC
    Bank	 	 	 	Operating
	Ferguson
    Containers Inc.	 	PNC
    Bank	 	 	 	Operating



 






    	 



     


    

 


	Grantor	 	Name
    and Address of Institution Maintaining Account	 	Account
    Number	 	Purpose
    of Account



	Ferguson
    Containers Inc.	 	PNC
    Bank	 	 	 	Operating
	Ferguson
    Containers Inc.	 	PNC
    Bank	 	 	 	Operating
	Ferguson
    Containers Inc.	 	Heritage
    Bank of Commerce	 	 	 	Operating
	Ferguson
    Containers Inc.	 	Heritage
    Bank of Commerce	 	 	 	Operating
	Ferguson
    Containers Inc.	 	Heritage
    Bank of Commerce	 	 	 	Operating
	Global
    Clean Solutions LLC	 	Bank
    of America	 	 	 	Operating
	Honey
    Badger LLC	 	Enterprise
    Bank & Trust	 	 	 	Operating
	Pirasta
    LLC	 	Bank
    of America	 	 	 	Operating
    - Closed
	Safe
    TV Ship LLC	 	BB&T	 	 	 	Operating
	TBD
    Safety LLC	 	Enterprise
    Bank & Trust	 	 	 	Operating
	Vinco
    Shared Services LLC	 	Enterprise
    Bank & Trust	 	 	 	Operating
	Vinco
    Ventures Inc.	 	Enterprise
    Bank & Trust	 	 	 	Operating
	Vinco
    Ventures Inc.	 	First
    Republic	 	 	 	Operating
    – DACA
	Xspand
    Products Lab Inc. (Vinco Ventures Inc.)	 	Bank
    of America	 	 	 	Operating
    - Closed
	Zash
    Global Media and Entertainment Corporation	 	JP
    Morgan Chase

    295 NE 18th St. 

    Miami, Fl. 33132	 	 	 	Operating
    Account
	ZVV
    Media Partners LLC	 	Pathfinder
    Bank

    3775 Route 31

    Liverpool, NY 13090	 	 	 	Operating
    Account
	ZVV
    Media Partners LLC	 	Pathfinder
    Bank	 	 	 	Operating


 




    	 



     


    

 


SCHEDULE
IV



UCC FINANCING STATEMENTS


 


UCC
Financing Statements have been (or substantially simultaneously herewith will be) filed in the jurisdictions below against the Grantors:


 


	Name
    of Grantor	 	Secretary
    of State
	CBAV1,
    LLC	 	Nevada
	Edison
    Nation Holdings, LLC	 	North
    Carolina
	Edison
    Nation, LLC	 	North
    Carolina
	Everyday
    Edisons, LLC	 	North
    Carolina
	EVNT
    Platform, LLC	 	Nevada
	Ferguson
    Containers, Inc.	 	New
    Jersey
	Honey
    Badger Media, LLC	 	Nevada
	Pirasta,
    LLC	 	North
    Carolina
	Safe
    TV Shop, LLC	 	North
    Carolina
	TBD
    Safety, LLC	 	Delaware
	Vinco
    Shared Services, LLC 	 	Nevada
	Vinco
    Ventures, Inc.	 	Nevada
	Zash
    Global Media and Entertainment Corporation	 	Delaware
	ZVV
    Media Partners LLC	 	Delaware


 




    	 



     


    

 


SCHEDULE
V


 


COMMERCIAL
TORT CLAIMS


 


None.


 




    	 



     


    

 


SCHEDULE
VI


 


PLEDGED
DEBT


 


	Grantor	 	Name
    of Maker	 	Description	 	Original
    Principal Amount
	Vinco
    Ventures, Inc.	 	Zash
    Global Media and Entertainment	 	Note	 	$5,000,000
	ZVV
    Media Partners LLC	 	Zash
    Global Media and Entertainment	 	Note	 	$5,000,000
	Vinco
    Ventures, Inc.	 	Zash
    Global Media and Entertainment and Fortress Entertainment Media Group	 	Advance	 	$2,000,000
	Vinco
    Ventures, Inc.	 	PZAJ
    Holdings, LLC	 	Note	 	$150,000
	Vinco
    Ventures, Inc.	 	PZAJ
    Holdings, LLC	 	Note	 	$950,000


 




    	 



     


    

 


SCHEDULE
VII



PLEDGED SHARES


 


	Grantor	 	Pledged
    Issuer	 	Number
    of Shares	 	Percentage
    of Outstanding Shares	 	Class	 	Certificate
    Number
	Vinco
    Ventures, Inc.	 	Best
    Party Concepts LLC	 	 	 	50%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	ZVV
    Media Partners LLC	 	 	 	50%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Ed
    Roses LLC	 	 	 	50%	 	Units	 	N/A
    – No operations. Will be closed.
	Vinco
    Ventures, Inc.	 	Global
    Clean Solutions LLC	 	 	 	50%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	CBAV1,
    LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Edison
    Nation Holdings, LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Edison
    Nation, LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Everyday
    Edisons, LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	EVNT
    Platform, LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Ferguson
    Containers, Inc.	 	 	 	100%	 	 	 	 
	Vinco
    Ventures, Inc.	 	Honey
    Badger Media, LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Pirasta,
    LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Safe
    TV Shop, LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	TBD
    Safety, LLC	 	 	 	100%	 	Units	 	N/A
	Vinco
    Ventures, Inc.	 	Vinco
    Shared Services, LLC 	 	 	 	100%	 	Units	 	N/A
	Zash
    Global Media and Entertainment Corporation	 	ZVV
    Media Partners LLC	 	 	 	50%	 	Units	 	N/A


 




    	 



     


    

 


EXHIBIT
A



PLEDGE AMENDMENT


 


This
Pledge Amendment, dated _________ ____, ___, is delivered pursuant to Section 4 of the Security Agreement referred to below. The undersigned
hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement, dated [__________ ____], 202[__], as it
may heretofore have been or hereafter may be amended, restated, supplemented, modified or otherwise changed from time to time (the “Security
Agreement”) and that the Promissory Notes, Instruments or shares listed on this Pledge Amendment shall be hereby pledged and
assigned to the Collateral Agent and become part of the Pledged Interests referred to in such Security Agreement and shall secure all
of the Secured Obligations referred to in such Security Agreement.


 


	Pledged
    Debt
	 
	Grantor	 	Name
    of Maker	 	Description	 	Original
    Principal Amount
	 	 	 	 	 	 	 
	___________	 	___________	 	___________	 	___________
	___________	 	___________	 	___________	 	___________


 


	Pledged
    Shares
	 
	Grantor	 	Name
    of 

    Pledged Issuer	 	Number
    of Shares	 	Percentage
    of Outstanding Shares	 	Class	 	Certificate
    Number
	 	 	 	 	 	 	 	 	 	 	 
	___________	 	___________	 	___________	 	___________	 	___________	 	___________
	___________	 	___________	 	___________	 	___________	 	___________	 	___________


 


	 	[GRANTOR]
	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 


 


	[NAME
    OF AGENT],	 
	as
    the Collateral Agent	 
	 	 
	By:	                  	 
	Name:	 	 
	Title:	 	 


 




    	 



     


    

 


EXHIBIT
B



ASSIGNMENT FOR SECURITY - - [TRADEMARKS] [PATENTS] [COPYRIGHTS]


 


WHEREAS,
________________ (the “Assignor”) [has adopted, used and is using, and holds all right, title and interest in and
to, the trademarks and service marks listed on the attached Schedule A, which trademarks and service marks are registered or applied
for in the United States Patent and Trademark Office (the “Trademarks”)] [holds all right, title and interest in the
letter patents, design patents and utility patents listed on the attached Schedule A, which patents are issued or applied for in the
United States Patent and Trademark Office (the “Patents”)] [holds all right, title and interest in the copyrights
listed on the attached Schedule A, which copyrights are registered or applied for in the United States Copyright Office (the “Copyrights”)];


 


WHEREAS,
the Assignor has entered into a Pledge and Security Agreement, dated [_________ __], 202[__] (as amended, restated, supplemented, modified
or otherwise changed from time to time, the “Security Agreement”), in favor of [_______________], as the Collateral
Agent for itself and certain other secured parties (in such capacity, together with its successors and assigns, if any, the “Assignee”);
and


 


WHEREAS,
pursuant to the Security Agreement, the Assignor has assigned to the Assignee and granted to the Assignee for the benefit of the Secured
Parties (as defined in the Security Agreement) a continuing security interest in all right, title and interest of the Assignor in, to
and under the [Trademarks, together with, among other things, the good-will of the business symbolized by the Trademarks] [Patents] [Copyrights]
and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of action
which may exist by reason of infringement thereof and any and all damages arising from past, present and future violations thereof (the
“Collateral”), to secure the payment, performance and observance of the Secured Obligations (as defined in the Security
Agreement);


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor does hereby
pledge, convey, sell, assign, transfer and set over unto the Assignee and grants to the Assignee for the benefit of the Assignee and
the Secured Parties a continuing security interest in the Collateral to secure the prompt payment, performance and observance of the
Secured Obligations.


 


The
Assignor does hereby further acknowledge and affirm that the rights and remedies of the Assignee with respect to the Collateral are more
fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully
set forth herein.


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed by its officer thereunto duly authorized as of _____________
____, 20___.


 


	 	[GRANTOR]
	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 




    	Exh. B-2



     


    

 


SCHEDULE
A TO ASSIGNMENT FOR SECURITY


 


[Trademarks
and Trademark Applications]


 


[Patent
and Patent Applications]


 


[Copyright
and Copyright Applications]


 


Owned
by ______________________________


 




    	Exh. B-3



     


    

 


EXHIBIT
C



FORM OF SECURITY AGREEMENT SUPPLEMENT


 


[Date
of Security Agreement Supplement]


 


[____________],
as Collateral Agent


[____________]


[____________]


 


Ladies
and Gentlemen:


 


Reference
hereby is made to


 


(a)
the Securities Purchase Agreement, dated as of July [__], 2021 (the “Securities Purchase Agreement”), by and among
Vinco Ventures, Inc., a Nevada corporation, (the “Company”), ZASH Global Media and Entertainment Corporation, a Delaware
corporation (“Zash”) and ZVV Media Partners, LLC, a Delaware limited liability (“ZVV”, together
with the Company and Zash, each an “Issuer” and collectively, the “Issuers”) and each of the investors
listed on the Schedule of Buyers attached thereto (individually, a “Buyer” and collectively, the “Buyers”);
and


 


(b)
the Pledge and Security Agreement, dated as of [________ __], 201[_] (as amended, restated, supplemented or otherwise modified from time
to time, the “Security Agreement”), made by the Grantors from time to time party thereto in favor of the Collateral
Agent.


 


Capitalized
terms defined in the Securities Purchase Agreement, the Notes or the Security Agreement and not otherwise defined herein are used herein
as defined in the Securities Purchase Agreement, the Notes or the Security Agreement, as applicable.


 


SECTION
1. Grant of Security. The undersigned hereby grants to the Collateral Agent, for the ratable benefit of each Secured Party, a
security interest in, all of its right, title and interest in and to all of the Collateral (as defined in the Security Agreement) of
the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or
arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to
the Schedules to the Security Agreement.


 


SECTION
2. Security for Obligations. The grant of a security interest in the Collateral by the undersigned under this Security Agreement
Supplement and the Security Agreement secures the payment of all Secured Obligations of the undersigned now or hereafter existing under
or in respect of the Transaction Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without
limiting the generality of the foregoing, each of this Security Agreement Supplement and the Security Agreement secures the payment of
all amounts that constitute part of the Secured Obligations and that would be owed by the undersigned to the Collateral Agent or any
Secured Party under the Transaction Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.


 




    	 



     


    

 


SECTION
3. Supplements to Security Agreement Schedules. The undersigned has attached hereto supplemental Schedules I through VII
to Schedules I through VII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the
date first above written, that such supplemental Schedules have been prepared by the undersigned in substantially the form of the equivalent
Schedules to the Security Agreement, and such supplemental Schedules include all of the information required to be scheduled to the Security
Agreement and do not omit to state any information material thereto.


 


SECTION
4. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 5
of the Security Agreement (as supplemented by the attached supplemental Schedules) to the same extent as each other Grantor.


 


SECTION
5. Obligations Under the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as
a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned
further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor”
or a “Grantor” shall also mean and be a reference to the undersigned.


 


SECTION
6. Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


SECTION
7. Transaction Document. In addition to and without limitation of any of the foregoing, this Security Agreement Supplement shall
be deemed to be a Transaction Document and shall otherwise be subject to all of terms and conditions contained in Section 10 of the Securities
Purchase Agreement, mutatis mutandi.


 


	 	Very
    truly yours,
	 	 
	 	[NAME
    OF ADDITIONAL GRANTOR]
	 	 
	 	By:	                     
	 	Name:	 
	 	Title:	 


 




    	Exh. C-2



     


    

 


	Acknowledged
    and Agreed:	 
	as
    the Collateral Agent	 
	 	 
	By:	                         	 
	Name:	 	 
	Title:	 	 


 




    	Exh. C-3



     


    

 


EXHIBIT
D



FORM OF IRREVOCABLE PROXY


 


(Interests
of [_______] (the “Issuer”))


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [_____________] a [_______________] (the
“Grantor”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes [_____________],
a [______________], in its capacity as Collateral Agent for the Secured Parties (in such capacity, the “Proxy Holder”)
under the Securities Purchase Agreement, dated as of [_________ __], 201[_] (as amended, restated, supplemented or otherwise modified
from time to time, the “Securities Purchase Agreement”), to which the Proxy Holder, the Grantor, certain affiliates
of the Grantor and Buyers and/or Holders are a party, the attorney and proxy of the Grantor with full power of substitution and resubstitution,
to the full extent of the Grantor’s rights with respect to all of the Pledged Interests (as defined in the Security Agreement,
defined below) which constitute the Equity Interests of the Issuer (the “Interests”) owned by the Grantor. Upon the
execution hereof, all prior proxies given by the Grantor with respect to any of the Interests are hereby revoked, and no subsequent proxies
will be given with respect to any of the Interests.


 


This
proxy is irrevocable, is coupled with an interest, and is granted pursuant to that certain Pledge and Security Agreement, dated as of
[_________ __], 202[_], by and among the Grantor, certain affiliates of the Grantor and Proxy Holder (as amended, restated, supplemented
or otherwise modified from time to time, the “Security Agreement”) for the benefit of Proxy Holder in consideration
of the credit extended pursuant to the Securities Purchase Agreement. Capitalized terms used herein but not otherwise defined in this
Irrevocable Proxy have the meanings ascribed to such terms in the Security Agreement.


 


The
Proxy Holder named above will be empowered and may exercise this Irrevocable Proxy to vote the Interests at any and all times after the
occurrence and during the continuation of an Event of Default, including, but not limited to, at any meeting of the [members/board] of
the Issuer, however called, and at any adjournment thereof, or in any written action by consent of the [members/board] of the Issuer.
This Irrevocable Proxy shall remain in effect with respect to the Interests until the Termination Date, and will continue to be effective
or 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 Proxy Holder as a preference, fraudulent conveyance, or otherwise under any bankruptcy,
insolvency, or similar 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 out-of-pocket costs and expenses (including, without
limitation, reasonable attorneys’ fees and disbursements) incurred by Proxy Holder in defending and enforcing such reinstatement
shall be deemed to be included as a part of the Secured Obligations), notwithstanding any time limitations set forth in the [operating
agreement/by-laws] and other organization documents of the Issuer or the [Limited Liability Company Act/Corporations Act] of the State
of [__________].


 


Any
obligation of the Grantor hereunder shall be binding upon the heirs, successors, and assigns of the Grantor (including, without limitation,
any transferee of any of the Interests).


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Grantor has executed this Irrevocable Proxy as of this [__] day of [___________ ____], 202[___].


 


	 	[                                                               ]
	 	 
	 	By:	                                                           





	 	Print
    Name:	 
	 	Title:	 


 




    	Exh. D-2



     


    

 


EXHIBIT
E



FORM OF REGISTRATION PAGE


 


[Issuer]


 


[Stock/Membership/Partnership]
Ledger as of ________, ___*


 


	Name	 	Certificate
    No.	 	Number
    of Interests
	 	 	 	 	 


 


	 	Acknowledged
    By:
	 	[Issuer]
	 	 
	 	By:	                   





	 	Print
    Name:	   
	 	Title:	 


 


*To
Remain Blank - Not Completed at Closing


 


 






* To Remain Blank - Not Completed at Closing.