Exhibit 10.8


 


SECURITY
AGREEMENT


 


This
SECURITY AGREEMENT, dated as of February 17, 2021 (this “Agreement”), is by and among Madison Technologies, Inc.,
a Nevada corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto or that
become party hereto following the date hereof (such subsidiaries, the “Subsidiaries” and, together with the Company,
the “Debtors”), the Secured Parties (as defined below) and Arena Investors, LP as agent for the Secured Parties (as
defined below) (in such capacity, together with its successors and assigns in such capacity, the “Agent”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company has issued to the Purchasers Original Issue Discount Senior Secured Convertible Promissory Notes issued as of the date hereof
and due thirty-six (36) months following their issuance, in the aggregate principal amount of $16,500,000 (the “Notes”);


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



     


    

 


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


 


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


 


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


 


(v)
All commercial tort claims;


 


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


 


(vii)
All investment property;


 


(viii)
All supporting obligations;


 


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


 


(x)
all FCC Licenses, including, without limitation, the right to receive monies, proceeds, or other consideration in connection with the
sale, assignment, transfer, or other disposition of any FCC Licenses, the proceeds from the sale of any FCC Licenses or any goodwill
or other intangible rights or benefits associated therewith, including without limitation all right of each Debtor to (A) transfer, assign
or otherwise dispose of its rights, title and interests, if any, under or in respect of such FCC Licenses, (B) exercise any rights, demands
and remedies against the lessor, licensor or other parties thereto, and (C) all rights of such Debtor to receive proceeds of any insurance,
indemnities, warranties, guaranties or claims for damages in connection therewith; provided, however that such security interest does
not include at any time any FCC License to the extent (but only to the extent) that at such time the Agent may not validly possess a
security interest directly in the FCC License pursuant to applicable federal law, including the Communications Laws, as in effect at
such time, but such security interest does include at all times all proceeds of the FCC Licenses, and the right to receive all monies,
consideration, economic value and proceeds (the “Economic Value of the FCC Licenses”) derived from or in connection
with the sale, assignment, transfer, or other disposition of the FCC Licenses (it being understood and agreed that the right to receive
the Economic Value of the FCC Licenses shall be deemed a Lien held by the Agent that attaches upon execution of this Agreement); and


 




    	-2-



     


    

 


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


 


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


 


Notwithstanding
the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent
that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,
however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset
and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset;
provided, further, that the FCC Licenses shall not be subject to this provision, but instead shall be subject to the provisions
contained in Section 1(a)(x) above.


 


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


 




    	-3-



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	-4-



     


    

 


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


 


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


 


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


 


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


 


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


 




    	-5-



     


    

 


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


 


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


 


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


 


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


 


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


 




    	-6-



     


    

 


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


 


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


 


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


 




    	-7-



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	-8-



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	-9-



     


    

 


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


 


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


 


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


 


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


 




    	-10-



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	-11-



     


    

 


7.
Duty to Hold in Trust.


 


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


 


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


 


8.
Rights and Remedies Upon Default.


 


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


 


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


 


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


 




    	-12-



     


    

 


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


 


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


 


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


 


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


 


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


 




    	-13-



     


    

 


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


 


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


 


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


 




    	-14-



     


    

 


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


 


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


 




    	-15-



     


    

 


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


 


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


 


15.
Power of Attorney; Further Assurances.


 


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


 




    	-16-



     


    

 


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


 


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


 


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


 


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


 


19.
Communications Law Provisions.


 


(a)
Notwithstanding any other provision of this Agreement or any other Transaction Document, the Collateral shall not include at any time
any FCC Licenses held by Debtors to the extent (but only to the extent) that at such time Agent may not validly possess a security interest
therein pursuant to the Communications Laws, as in effect at such time, but such security interest does include, to the maximum extent
permitted by law all rights incident or appurtenant to all FCC Licenses and the right to receive all proceeds derived from or in connection
with the sale, assignment or transfer of the FCC Licenses, as set forth in Section1(a)(x).


 




    	-17-



     


    

 


(b)
Notwithstanding any other provision of this Agreement or any other Transaction Document, any foreclosure on, sale, transfer or other
disposition of, or the exercise of any rights to vote or consent with respect to the FCC Licenses or any of the Collateral as provided
herein or any other action taken or to be taken by Agent hereunder shall be in compliance with the Communications Laws, and to the extent
required thereby, subject to the prior approval of the FCC. In determining whether an approval of the FCC is required in connection with
any action taken under this Agreement, Agent shall be entitled to rely on the advice of FCC or regulatory counsel experienced in giving
such advice selected by Agent.


 


(c)
It is the intention of the parties hereto that the Liens in favor of Agent on the FCC Licenses and the other Collateral shall in all
relevant aspects be subject to and governed by the Communications Laws and that nothing in this Agreement shall be construed to diminish
the control exercised by the Debtor except in accordance with the provisions of such Communications Laws. Each Debtor agrees that upon
the written request from time to time by Agent it will (i) actively pursue obtaining any governmental, regulatory or third party consents,
approvals or authorizations referred to in this Section 19, including, upon any written request of Agent following the occurrence
of and during the continuance of an Event of Default, the preparation, signing and filing with (or causing to be prepared, signed and
filed with) the FCC or any other governmental authority, the assignor’s, transferor’s or controlling person’s portion
of any application or other request for consent, approval or authorization necessary or appropriate under the Communications Laws (A)
to assign or transfer control of any FCC License, (B) to transfer control of any Debtor or Subsidiary of Debtor and/or (C) to transfer
or assign any of the Collateral or assets of any Debtor or Subsidiary of Debtor, which is required to be signed by any Debtor or Subsidiary
of a Debtor, (ii) cooperate fully with any trustee or receiver referred to below, the successful bidders at any foreclosure sale, and
the Agent, including, without limitation, sharing any FCC registration numbers, account numbers and passwords for the FCC’s CDBS
System as any such Person may request, (iii) pending the receipt of any FCC or any governmental authority approval, not do anything to
delay, hinder, interfere or obstruct the exercise of the Agent’s rights or remedies hereunder in obtaining such approvals and (iv)
to the extent permitted by law, irrevocably constitutes and appoints (for itself and the Subsidiaries) the Agent and any agent or officer
thereof (which appointment is coupled with an interest) as its true and lawful attorney-in-fact with full irrevocable power and authority
and in the place and stead of such Debtor (or the applicable Subsidiary) and in the name of such Debtor (or the applicable Subsidiary)
or in its own name, from time to time in its discretion after the occurrence and during the continuance of an Event of Default and in
connection with the foregoing, for the purpose of executing on behalf and in the name of such Debtor (or the applicable Subsidiary) any
and all of the above-referenced instruments and to take any and all appropriate action in furtherance of the foregoing.


 


(d)
Notwithstanding any other provision of this Agreement or any provision of any other Transaction Document to the contrary, following the
occurrence and during the continuance of an Event of Default, the voting rights with respect to any Collateral that consists of equity
securities in any Debtor that holds an FCC License, or that, directly or indirectly through one or more subsidiaries, controls an entity
that holds an FCC License, shall, to the extent required by provisions of the Communications Laws, remain with the party or parties previously
approved by the FCC to hold such voting rights to the Collateral. There shall be either a public or private arm’s length sale of
such equity securities, and, to the extent required by provisions of the Communications Laws, the successful bidder for, or purchaser
of, such equity securities at such sale shall neither acquire nor exercise any rights with respect to such equity securities until such
time as the FCC shall have granted its consent to such acquisition or exercise.


 




    	-18-



     


    

 


(e)
To enforce the provisions of this Section 19, the Agent is empowered to seek from the FCC or any other governmental authority,
to the extent required, consent to or approval of any involuntary transfer of control of any entity whose Collateral is subject to this
Agreement for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Debtor hereby (i) agrees
to consent to any such involuntary transfer of control upon the written request of the Agent after and during the continuance of an Event
of Default, and (ii) without limiting any rights of the Agent under this Agreement, authorizes the Agent to nominate a trustee or receiver
to assume, upon receipt of all necessary judicial, FCC or other governmental authority consents or approvals, control of or ownership
of any or all of the FCC Licenses, related property and other licenses, certificates, approvals and permits and other Collateral, in
order to effectuate the transactions contemplated in this Section 19. Such trustee or receiver shall have all the rights and powers
as provided to it by applicable law or court order, or to the Agent under this Agreement and the other Transaction Documents, including
the rights to seek from the FCC an involuntary assignment of any such FCC License and other assets for the purpose of seeking a bona
fide purchaser to whom control will ultimately be assigned, subject to prior FCC consent. Each Debtor shall cooperate fully in obtaining
the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing.


 


(f)
Each Debtor hereby acknowledges and agrees that the FCC Licenses and related assets are unique assets and that a violation of such Debtor’s
covenant to cooperate with respect to any regulatory consents would result in irreparable harm to the Agent for which monetary damages
are not readily ascertainable. Each Debtor further agrees that, because of the unique nature of its undertakings in this Section 19,
the same may be specifically enforced, and it hereby waives, and agrees to waive, any claim or defense that the Agent would have an adequate
remedy at law for the breach of such undertakings.


 


(g)
Without limiting the obligations of any Debtor hereunder in any respect, each Debtor further agrees that if such Debtor, upon or after
the occurrence of an Event of Default, should fail or refuse for any reason whatsoever, without limitation, to execute any application
necessary or appropriate to obtain any governmental consent necessary or appropriate for the exercise of any right of the Agent hereunder,
such Debtor agrees that such application may be executed on such Debtor’s behalf by the clerk of the court or other representative
of any court or other forum of competent jurisdiction without notice to such Debtor, pursuant to an order of such court or forum.


 


(h)
The parties agree that, in the event of changes in law or governmental policy occurring after the date hereof that affect in any manner
the Agent’s or any Purchaser’s rights of access to, or use or sale of, the Licenses, the related assets or Collateral, or
the procedures necessary to enable the Agent or any of the other Secured Parties to obtain such rights of access, use or sale, the Agent
and Debtors shall amend this Agreement and the other Transaction Documents in such manner as the Agent shall reasonably request, in order
to provide the Agent and the Purchasers such rights to the greatest extent possible consistent with then applicable law and governmental
policy.


 


(i)
For the avoidance of any doubt, in the event of any conflict between any provision of this Section 19 and any other provision
of this Agreement or any provision of any other Transaction Document, the provisions of this Section 19 shall control. The provisions
of this Section 19 are hereinafter referred to as the “FCC Enforcement Provisions”.


 




    	-19-



     


    

 


20.
Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	-20-



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[SIGNATURE
PAGE OF DEBTORS FOLLOWS]


 




    	-21-



     


    

 


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


 


	 	DEBTORS:
	 	 
	 	MADISON
    TECHNOLOGIES, Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SovRyn
    Holdings, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	agent:
	 	 
	 	arena
    investors lp
	 	 	 
	 	By:	 
	 	Name:
    	Lawrence
    Cutler
	 	Title:
    	Authorized
    Signatory


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	 



     


    

 


[SIGNATURE
PAGE OF HOLDERS TO SECURITY AGREEMENT]


 


	 	ARENA
    SPECIAL OPPORTUNITIES FUND, LP
	 	 	 
	 	By:	 
	 	Name:
    	Lawrence
    Cutler
	 	Title:
    	Authorized
    Signatory
	 	 	 
	 	ARENA
    SPECIAL OPPORTUNITIES PARTNER I, LP
	 	 	 
	 	By:	 
	 	Name:
    	Lawrence
    Cutler
	 	Title:
    	Authorized
    Signatory


 




    	 



     


    

 


ANNEX
A

to

SECURITY AGREEMENT


 


FORM
OF ADDITIONAL DEBTOR JOINDER


 


Security
Agreement dated as of February 17, 2021, made by Madison Technologies, Inc., a Nevada corporation and its Subsidiaries party thereto
from time to time, as Debtors to and in favor of the Secured Parties identified therein (the “Security Agreement”).


 


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


 


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


 


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


 


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


 


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


 


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



	Address:	 	 
	Dated:	 	 



 




    	 



     


    

 


ANNEX
B

to

SECURITY AGREEMENT


 


THE
AGENT


 


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


 


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


 


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


 




    	-2-



     


    

 


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


 


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


 


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


 






    	-3-



     


    

 


7.
Resignation by the Agent.


 


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


 


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


 


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


 


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


 




    	-4-