Second Lien Security Agreement



 Exhibit 10.3 

 
  

SECURITY AGREEMENT 

Dated as of April 30, 2010 

among 
 THERMON
INDUSTRIES, INC., 
 and 

Each Other Grantor 

From Time to Time Party Hereto 

and 
 THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., 
 as Collateral Agent 

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	 	 	  	Page
	 ARTICLE I DEFINED TERMS
	  	1
		 	Section 1.1	 	Definitions	  	1
		 	Section 1.2	 	Certain Other Terms	  	8
		
	 ARTICLE II GRANT OF SECURITY INTEREST
	  	10
		 	Section 2.1	 	Collateral	  	10
		 	Section 2.2	 	Grant of Security Interest in Collateral	  	10
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	11
		 	Section 3.1	 	Title; No Other Liens	  	11
		 	Section 3.2	 	Perfection and Priority	  	11
		 	Section 3.3	 	Jurisdiction of Organization; Chief Executive Office	  	12
		 	Section 3.4	 	Locations of Inventory, Equipment and Books and Records	  	12
		 	Section 3.5	 	Pledged Collateral	  	12
		 	Section 3.6	 	Instruments and Tangible Chattel Paper Formerly Accounts	  	13
		 	Section 3.7	 	Intellectual Property	  	13
		 	Section 3.8	 	Commercial Tort Claims	  	14
		 	Section 3.9	 	Specific Collateral	  	14
		 	Section 3.10	 	Enforcement	  	14
		
	 ARTICLE IV COVENANTS
	  	14
		 	Section 4.1	 	Maintenance of Perfected Security Interest; Further Documentation and Consents	  	14
		 	Section 4.2	 	Changes in Locations, Name, Etc	  	16
		 	Section 4.3	 	Pledged Collateral	  	16
		 	Section 4.4	 	Accounts	  	17
		 	Section 4.5	 	Commodity Contracts	  	17
		 	Section 4.6	 	 Delivery of Instruments and Tangible Chattel Paper and Control of

  Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper
	  	17
		 	Section 4.7	 	Intellectual Property	  	18
		 	Section 4.8	 	Notices	  	19
		 	Section 4.9	 	Notice of Commercial Tort Claims	  	19
		 	Section 4.10	 	Controlled Securities Account	  	20
		
	 ARTICLE V REMEDIAL PROVISIONS
	  	20
		 	Section 5.1	 	Code and Other Remedies	  	20
		 	Section 5.2	 	Accounts and Payments in Respect of General Intangibles	  	23
		 	Section 5.3	 	Pledged Collateral	  	24
		 	Section 5.4	 	Proceeds to be Turned over to and Held by Collateral Agent	  	26
		 	Section 5.5	 	Sale of Pledged Collateral	  	26
		 	Section 5.6	 	Deficiency	  	27

  

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 TABLE OF CONTENTS 

(continued) 

							
	 	 	 	 	 	  	Page
	ARTICLE VI THE COLLATERAL AGENT	  	27
		 	Section 6.1	 	Collateral Agent’s Appointment as Attorney-in-Fact	  	27
		 	Section 6.2	 	Authorization to File Financing Statements	  	29
		 	Section 6.3	 	Authority of Collateral Agent	  	29
		 	Section 6.4	 	Duty; Obligations and Liabilities	  	29
		
	 ARTICLE VII MISCELLANEOUS
	  	30
		 	Section 7.1	 	Reinstatement	  	30
		 	Section 7.2	 	Release of Collateral	  	30
		 	Section 7.3	 	Independent Obligations	  	31
		 	Section 7.4	 	No Waiver by Course of Conduct	  	31
		 	Section 7.5	 	Amendments in Writing	  	32
		 	Section 7.6	 	Additional Grantors; Additional Pledged Collateral	  	32
		 	Section 7.7	 	Notices	  	32
		 	Section 7.8	 	Successors and Assigns	  	32
		 	Section 7.9	 	Counterparts	  	32
		 	Section 7.10	 	Severability	  	32
		 	Section 7.11	 	Governing Law	  	33
		 	Section 7.12	 	Waiver of Jury Trial	  	33
		 	Section 7.13	 	Intercreditor Agreement	  	33

  

 ii 








 ANNEXES AND SCHEDULES 

 

			
	 Annex 1
	 	Form of Pledge Amendment
	 Annex 2
	 	 Form of Joinder Agreement

	 Annex 3
	 	 Form of Intellectual Property Security Agreement

		
	 Schedule 1
	 	 Commercial Tort Claims

	 Schedule 2
	 	 Filings

	 Schedule 3
	 	 Jurisdiction of Organization; Chief Executive Office

	 Schedule 4
	 	 Location of Inventory and Equipment

	 Schedule 5
	 	 Pledged Collateral

	 Schedule 6
	 	 Intellectual Property



 

 iii 








 SECURITY AGREEMENT, dated as of April 30, 2010, by and among Thermon Industries, Inc.,
a Texas corporation (the “Company”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.6 (collectively with the Company, the
“Grantors”), in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties
(as hereinafter defined). 
 W I T N E S S E T H: 

WHEREAS, Thermon Finance, Inc. (to be merged with and into the Company on the date hereof) and The Bank of New York Mellon Trust Company,
N.A., as trustee and collateral agent (in such capacity and together with its successors and assigns in such capacity, the “Trustee”), have entered into an Indenture, dated as of April 30, 2010 (as supplemented by the First
Supplemental Indenture, dated as of April 30, 2010, among the Company, the other Grantors party therto and the Trustee, and as further amended, restated, supplemented and/or otherwise modified from time to time, the
“Indenture”); 
 WHEREAS, pursuant to the Indenture, (i) the Company has issued its 9.50% Senior Secured
Notes due 2017 (such notes, together with any other notes from time to time issued pursuant to the Indenture, the “Notes”) and (ii) each other Grantor has unconditionally guaranteed, on a joint and several basis, all Indenture
Obligations of the Company; 
 WHEREAS, each Grantor will derive substantial direct and indirect benefits from the issuance of
the Notes; and 
 WHEREAS, it is a condition precedent to the sale of the Notes under the Purchase Agreement, dated
April 23, 2010, by and among Thermon Finance, Inc. (to be merged with and into the Company on the date hereof) and the initial purchasers set forth therein that the Grantors shall have executed and delivered this Agreement to the Collateral
Agent; 
 NOW, THEREFORE, in consideration of the premises and to induce the Trustee to enter into the Indenture and to induce
the Holders to purchase the Notes, each Grantor hereby agrees with the Collateral Agent as follows: 
 ARTICLE I

 DEFINED TERMS 

Section 1.1 Definitions. (a) Capitalized terms used herein without definition are used as defined in the
Indenture. 







 (b) The following terms have the meanings given to them in the UCC and terms used herein
without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account debtor”, “as-extracted
collateral”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “deposit account”, “electronic chattel
paper”, “equipment”, “farm products”, “fixture”, “general intangible”, “goods”, “health-care-insurance receivable”,
“instruments”, “investment property”, “letter-of-credit right”, “proceeds”, “record”, “securities account”, “security”,
“supporting obligation” and “tangible chattel paper”. 
 (c) The following terms shall have
the following meanings: 
 “Account” means, as at any date of determination, all “accounts” (as such
term is defined in the UCC) of the Grantors, including, without limitation, the unpaid portion of the obligation of a customer of any Grantor in respect of Inventory purchased by and shipped to such customer and/or the rendition of services by such
Grantor, as stated on the respective invoice of such Grantor, net of any credits, rebates or offsets owed to such customer. 

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer or beneficial owner of five percent (5%) or more of the Stock (either directly or through ownership of
Stock Equivalents) of a Person shall for the purposes of this Agreement, be deemed to be an Affiliate of such Person. Notwithstanding the foregoing, none of the Collateral Agent, the Trustee or any Holder shall be deemed an “Affiliate” of
any Grantor or of any Subsidiary of any Grantor solely by reason of the provisions of the Indenture Documents. 

“Agreement” means this Security Agreement. 

“Applicable IP Office” means the United States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency within or outside the United States, as applicable. 
 “Cash Collateral Account” means
a deposit account or securities account subject, in each instance, to a Control Agreement. 
 “Collateral” has
the meaning specified in Section 2.1. 
 “Contractual Obligations” means, as to any Person, any
provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.








 “Control Agreement” means a deposit account, securities account or
commodities account control agreement by and among the applicable Grantor, the First Lien Agent, the Collateral Agent and the depository, securities intermediary or commodities intermediary, and each in form and substance reasonably satisfactory to
the Collateral Agent and in any event providing to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent as bailee for the Secured Parties) “control” of such deposit account, securities or
commodities account within the meaning of Articles 8 and 9 of the UCC and the Securities Transfer Act, 2006 (Ontario) or the comparable statutes in provinces and territories of Canada other than Ontario for such accounts located in those
jurisdictions. For certainty, for a Canadian bank account, such term shall also refer to a “blocked account” agreement with respect to such bank account, notwithstanding that the execution and delivery of such agreement is not a perfection
requirement. 
 “Controlled Securities Account” means each securities account (including all financial assets
held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement. 

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement
of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith. 

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication
transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service. 

“Excluded Accounts” means (i) any payroll account so long as amounts on deposit therein do not exceed the
reasonably estimated payroll obligations of the Person who maintains the account and such amounts are deposited therein immediately prior to any required payroll date, (ii) any withholding tax, benefits, escrow, trust, customs or any other
fiduciary account, (iii) any zero balance deposit account provided the amount on deposit therein does not exceed the amount necessary to cover outstanding checks, amounts necessary to maintain minimum deposit requirements and amounts necessary
to pay the depositary institution’s fees and expenses, (iv) any deposit account maintained with a foreign bank (other than a foreign bank located in Canada) and (v) any petty cash deposit accounts maintained at a financial institution
for which a Control Agreement has not otherwise been obtained, so long as, with respect to this clause (v), the aggregate amount on deposit in each such petty cash account does not exceed $250,000 at any one time and the aggregate amount on deposit
in all such petty cash accounts does not exceed $700,000 at any one time as of or after the date hereof. 







 “Excluded Equity” means the voting Capital Stock directly owned by a
Grantor of any CFC in excess of 65% of all of the outstanding voting Capital Stock of such CFC. 
 “Excluded
Property” means: 
 (1) Excluded Equity; 

(2) leasehold interests in real property with respect to which the Company or any Grantor is a tenant or subtenant; 

(3) any permit or license, any Contractual Obligation, healthcare insurance receivable or other general intangible, Intellectual Property
or franchise in connection with which any Grantor has any right, title to or interest (A) that prohibits or requires the consent of any Person other than a Grantor or any of its Subsidiaries which has not been obtained as a condition to the
creation by such Grantor of a Lien on any right, title or interest in such permit, license, Contractual Obligation, healthcare insurance receivable or other general intangible, Intellectual Property or franchise or any Stock or Stock Equivalent
related thereto, (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is
not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law or (C) the grant of a security interest in such permit, license, Contractual Obligation, general intangible, Intellectual
Property or franchise would reasonably be expected to result in the loss of rights thereon or create a default thereunder; 

(4) property and assets owned by the Company or any other Grantor that are the subject of Permitted Liens described in clause (7) of
the definition thereof set forth in the Indenture for so long as such Permitted Liens are in effect and the Indebtedness secured thereby otherwise prohibits any other Liens thereon; 

(5) Excluded Accounts; and 

(6) any Capital Stock or other securities of the Parent’s Subsidiaries to the extent that the pledge of such securities results in
the Parent being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary for the Parent not to be subject to such requirement and only for so long as such requirement is in existence;
provided that neither the Parent nor any Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any securities pursuant to this
clause. 
 “E-Fax” means any system used to receive or transmit faxes electronically. 







 “E-System” means any electronic system, including
Intralinks® and
ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or
hosted by the First Lien Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system. 

“First Lien Agent” has the meaning specified in the Intercreditor Agreement. 

“First Lien Creditors” has the meaning specified in the Intercreditor Agreement. 

“First Lien Document” has the meaning specified in the Intercreditor Agreement. 

“Governmental Authority” means any nation or government, any state, provincial or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the foregoing. 
 “Intellectual
Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents,
Trademarks, Internet Domain Names, Trade Secrets and IP Licenses. 
 “Internet Domain Name” means all right,
title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names. 

“In-Transit Collateral” has the meaning set forth in Section 3.4. 

“Inventory” means all of the “inventory” (as such term is defined in the UCC) of the Grantors, including, but
not limited to, all merchandise, raw materials, parts, supplies, work-in-process and finished goods intended for sale, together with all the containers, packing, packaging, shipping and similar materials related thereto, and including such inventory
as is temporarily out of a Grantor’s custody or possession, including inventory on the premises of others and items in transit. 

“IP Ancillary Rights” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts
to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted
under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or 







 
in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

 “IP Licenses” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or
oral, granting any right, title and interest in or relating to any Intellectual Property. 
 “Liabilities”
means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including
interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or
otherwise. 
 “Material Adverse Effect” means: (a) a material adverse change in, or a material adverse
effect upon, the operations, business, Properties, or financial condition of the Grantors taken as a whole; (b) a material impairment of the ability of any Grantor, any Subsidiary of any Grantor or any other Person (other than the Collateral
Agent or the Holders) to perform in any material respect its obligations under any Indenture Document; or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability of any Indenture Document, or
(ii) the perfection or priority of any Lien granted to the Holders or to the Collateral Agent for the benefit of the Secured Parties or any material portion of the Collateral under any of the Collateral Documents. 

“Material Intellectual Property” means Intellectual Property that is owned by or licensed to a Grantor and material to
the conduct of any Grantor’s business. 
 “Ordinary Course of Business” means, in respect of any
transaction involving any Person, the ordinary course of such Person’s business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or
restriction in any Indenture Document. 
 “Organization Document” means, (a) for any corporation, the
certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, and any shareholder rights agreement, (b) for any partnership, the
partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of
election or duties of the officers, directors, managers or other similar persons, or the designation, amount or relative rights, limitations and preference of the Stock of a Person. 

“Parent” means Thermon Holding Corp., a Delaware corporation. 







 “Patents” means all rights, title and interests (and all related IP
Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor. 

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate,
concession, grant, franchise, variance or permission from, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject. 
 “Person” means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority. 

“Pledge Amendment” has the meaning set forth in Section 7.6(b). 

“Pledged Certificated Stock” means all certificated securities and any other Stock or Stock Equivalent of any Person
evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all
Stock and Stock Equivalents listed on Schedule 5. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 4.10
hereof. 
 “Pledged Collateral” means, collectively, the Pledged Stock and the Pledged Debt Instruments.

 “Pledged Debt Instruments” means all right, title and interest of any Grantor in instruments evidencing any
Indebtedness owed to such Grantor or other obligations, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Indebtedness described on Schedule 5, issued by the obligors
named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 4.10 hereof. 

“Pledged Investment Property” means any investment property of any Grantor, and any distribution of property made on, in
respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes Excluded Equity and any Cash Equivalents that are not held in Controlled Securities
Accounts to the extent permitted by Section 4.10 hereof. 
 “Pledged Stock” means all Pledged
Certificated Stock and all Pledged Uncertificated Stock. 







 “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any
Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all
right, title and interest of any Grantor in, to and under any Organization Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from
time to time, including in each case those interests set forth on Schedule 5, to the extent such interests are not certificated. Pledged Uncertificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in
Controlled Securities Accounts to the extent permitted by Section 4.10 hereof. 
 “Property” means any
interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible. 

“Related Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee,
agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of its Affiliates. 

“Requirement of Law” means, as to any Person, any law (statutory or common), ordinance, treaty, rule, regulation, order,
policy, other legal requirement or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject. 

“Responsible Officer” means the chief executive officer, corporate controller or the president of the Company or any
other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the chief financial officer or the treasurer of the Company or any other officer
having substantially the same authority and responsibility. 
 “Secured Obligations” has the meaning set forth
in Section 2.2. 
 “Secured Party” means each of the Trustee, the Collateral Agent and the Holders
of the Notes from time to time. 
 “Software” means (a) all computer programs, including source code and
object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing. 

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests,
beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or
non-voting. 







 “Stock Equivalents” means all securities convertible into or exchangeable
for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable. 

“Termination Date” means the earliest to occur of: (A) the payment in full in cash of all outstanding Secured
Obligations; (B) the Company’s exercise of its legal defeasance option or covenant defeasance option as described in and in accordance with Article 9 of the Indenture; and (C) the satisfaction and discharge of the Indenture in
accordance with Article 4 of the Indenture. 
 “Trade Secrets” means all right, title and interest (and all
related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets. 

“Trademark” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of
Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated
therewith, all registrations and recordations thereof and all applications in connection therewith. 
 “transferable
records” has the meaning set forth in Section 4.6(d). 
 “UCC” means the Uniform
Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority
of the Collateral Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions. 

“Vehicles” means all vehicles covered by a certificate of title law of any state. 

Section 1.2 Certain Other Terms. 

(a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The terms
“herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein to an Annex, Schedule, Article, Section or clause refer to the
appropriate Annex or Schedule to, or Article, 







 
Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any
relevant part thereof. 
 (b) Other Interpretive Provisions. 

(i) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered pursuant hereto. 
 (ii) The Agreement. The
words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. 

(iii) Certain Common Terms. The term “including” is not limiting and means “including without limitation.”

 (iv) Performance; Time. Whenever any performance obligation hereunder (other than a payment obligation) shall be
stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this
Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

 (v) Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments,
including this Agreement and the other Indenture Documents, shall be deemed to include all subsequent amendments thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time,
but only to the extent such amendments and other modifications are not prohibited by the terms of any Indenture Document. 

(vi) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions
related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation. 







 ARTICLE II 

GRANT OF SECURITY INTEREST 

Section 2.1 Collateral. For the purposes of this Agreement, all of the following property now owned or at any time hereafter
acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”: 

(a) all Accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, instruments, Intellectual Property,
Inventory, investment property, letter of credit rights and any supporting obligations (in each case, as defined in the UCC) related to any of the foregoing; 

(b) the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Collateral Agent pursuant to
Section 4.9; 
 (c) all books and records pertaining to the other property described in this
Section 2.1; 
 (d) all property of such Grantor held by any Secured Party, the First Lien Agent or any other First
Lien Creditor, including all property of every description, in the custody of or in transit to such Secured Party, the First Lien Agent or any other First Lien Creditor for any purpose, including safekeeping, collection or pledge, for the account of
such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; 
 (e) all other goods
(including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; and 

(f) to the extent not otherwise included, all proceeds of the foregoing; 

Section 2.2 Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Indenture Obligations of such Grantor in accordance with the terms of the Indenture Documents, including, but not limited to, the guaranties thereof
(the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security
interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby mortgaged, pledged, hypothecated or granted on
any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. 







 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

On the date hereof, solely with respect to Sections 3.1 and 3.2, and after the date hereof, with respect to all
representations and warranties in this Article III, to induce the Trustee to enter into the Indenture and the Holders to purchase the Notes, each Grantor hereby represents and warrants each of the following to the Collateral Agent and the other
Secured Parties: 
 Section 3.1 Title; No Other Liens. Except for the Lien granted to the Collateral Agent
pursuant to this Agreement and any other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder
constituting instruments or certificates and (b) has rights in or the power to grant a security interest in such rights in each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien (except for
the Lien granted to the Collateral Agent pursuant to this Agreement and any other Permitted Liens). 
 Section 3.2
Perfection and Priority. The security interest granted pursuant to this Agreement, to the extent a security interest can be granted by a security agreement governed by New York law, constitutes a valid and continuing perfected security
interest in favor of the Collateral Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing
statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly
authorized form), (ii) with respect to any deposit account, the execution of Control Agreements, (iii) in the case of all U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC
filings are insufficient, all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting
obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights to the extent required under Section 4.6, and (v) in the case of electronic chattel
paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper to the extent required under Section 4.6. Such security interest shall be prior to all other Liens on the
Collateral except for Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or, subject to the terms of the Intercreditor Agreement, with the express written agreement of the Collateral Agent acting upon the
direction of the Holders upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent (or, to the extent required by the Intercreditor Agreement,
the First Lien Agent) of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property to the extent required under Section 4.3 consisting of instruments and certificates, in each case properly endorsed for
transfer to 







 
the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) or in blank, (ii) in the case of all Pledged Investment Property not in certificated
form, the execution of Control Agreements with respect to such investment property to the extent required under Section 4.3 and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated
Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) of such instruments and tangible chattel paper. Except as
set forth in this Section 3.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. 

Section 3.3 Jurisdiction of Organization; Chief Executive Office. Such Grantor’s jurisdiction of organization,
legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all
jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof. 

Section 3.4 Locations of Inventory, Equipment and Books and Records. On the date hereof, such Grantor’s inventory
and equipment (other than inventory or equipment in transit in the Ordinary Course of Business (including, without limitation, Vehicles being used in the Ordinary Course of Business), items out for repair, equipment in the possession of an employee
or a processor in the Ordinary Course of Business and equipment in an aggregate amount not to exceed $1,000,000 (collectively, the “In-Transit Collateral”) and books and records concerning the Collateral are kept at the locations
listed on Schedule 4. 
 Section 3.5 Pledged Collateral. (a) The Pledged Stock pledged by such Grantor
hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on
Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization
of such Person, Foreign Subsidiaries). 
 (b) As of the date hereof and except to the extent required to be delivered (and
actually delivered) to the First Lien Agent in accordance with the Intercreditor Agreement, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been
delivered to the Collateral Agent to the extent required by and in accordance with Section 4.3(a). 
 (c) Subject to
the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall 







 
be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such
Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be
a holder of such Pledged Stock; provided that the Collateral Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. 

(d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights
and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above. 

Section 3.6 Instruments and Tangible Chattel Paper Formerly Accounts. No amount payable to such Grantor under or in
connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent), properly endorsed for
transfer, to the extent delivery is required by Section 4.6(a). 
 Section 3.7 Intellectual
Property. 
 (a) Schedule 6, as updated from time to time in accordance with the terms of this Agreement, sets forth a true
and complete list of the following Intellectual Property such Grantor owns: (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names, (iii) Material Intellectual Property and
material Software, including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed,
(4) as applicable, the registration or application number and registration or application date and (5) any IP Licenses or other rights (including franchises) granted by the Grantor with respect thereto and (iv) all material IP
Licenses pursuant to which a Grantor has licensed Intellectual Property from a third party, other than licenses for commercially available off the shelf software which has not been substantially customized (other than nonexclusive licenses or
sublicenses granted via non stand-alone license agreements in the ordinary course of business in a manner not inconsistent with industry practice). 

(b) On the date hereof, all registered Material Intellectual Property owned by such Grantor is valid, in full force and effect,
subsisting, unexpired and enforceable (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights, generally, and general equitable
principles (whether considered in a proceeding in equity or at law)), and no such Material Intellectual Property owned by such Grantor has been abandoned, except to the extent the failure to be valid, in full force and effect, subsisting, unexpired
or enforceable or such abandonment will not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The consummation of the transactions contemplated by the Indenture Documents shall not
cause any breach or default of any material IP License or limit or 







 
impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property, except to the extent that such limitation or impairment would not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There are no pending (or, to the knowledge of such Grantor, threatened in writing) actions, suits, proceedings, claims, demands, judicial orders or
disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material Intellectual Property owned by such Grantor. To such Grantor’s knowledge, no Person has been or is infringing,
misappropriating, diluting, violating or otherwise materially impairing any Intellectual Property of such Grantor. Such Grantor, and to such Grantor’s knowledge each other party thereto, is not in material breach or default of any material IP
License, except to the extent that such breach or default would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

Section 3.8 Commercial Tort Claims. The only commercial tort claims of any Grantor existing on the date hereof
(regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted or threatened or whether litigation has been commenced for such claims) are those listed on
Schedule 1, which sets forth such information separately for each Grantor. 
 Section 3.9 Specific
Collateral. None of the Collateral is, or is proceeds or products of, farm products, as-extracted collateral, health-care-insurance receivables or timber to be cut. 

Section 3.10 Enforcement. No Permit, notice to or filing with any Governmental Authority or any notice to or consent
from any other Person is required (except for Permits or consents which have been obtained and notices or filings which have been made) for the exercise by the Collateral Agent of its rights (including voting rights) provided for in this Agreement
or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting
the offering and sale of securities (including, but not limited to, membership interests in a limited liability company) generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral.








 ARTICLE IV 

COVENANTS 

Each Grantor agrees with the Collateral Agent to the following, as long as any Indenture Obligation remains outstanding (other than
contingent indemnification obligations to the extent no claim giving rise thereto has been asserted): 
 Section 4.1
Maintenance of Perfected Security Interest; Further Documentation and Consents. (a) Generally. Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any
Indenture Document, any First Lien Document, any Requirement of Law or any policy of insurance covering the Collateral and (ii) except as otherwise expressly permitted by the Indenture, not enter into any Contractual Obligation or undertaking
restricting the right or ability of such Grantor or the Collateral Agent to sell, assign, convey or transfer any Collateral, except in each case if such unlawful use, violation or restriction would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect. 
 (b) Except as otherwise permitted in the Indenture Documents,
such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall use commercially reasonable efforts to defend such security
interest and such priority against the material claims and demands of all Persons. 
 (c) In addition to any statements,
schedules or reports the Collateral Agent may request from time to time pursuant to the Indenture, each Grantor shall, upon the reasonable request by the Collateral Agent, at any time if an Event of Default shall have occurred and be continuing but
otherwise not more than once a year, furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may
reasonably request in order to maintain and protect its interest hereunder, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent. 

(d) At any time and from time to time, upon the reasonable written request of the Collateral Agent acting upon the direction of the
Holders or as necessary under applicable law, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have
recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with
respect to the security interest created hereby and (ii) take the same further actions with respect to the Collateral as reasonably requested by the First Lien Agent with respect to the “Collateral” under, and as defined in, the First
Lien Documents, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate for the collateral assignment to or for the benefit of the Collateral Agent of any Contractual Obligation, including any IP
License, held by such Grantor and to enforce the security interests granted hereunder; provided, that, if despite such Grantor’s commercially reasonable efforts such approvals are not secured or obtained, such Contractual Obligations will be
deemed to constitute Excluded Property and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts to the extent required hereby or under any other Indenture Document. Notwithstanding
anything to the contrary contained in this Section 4.1(d), each Grantor shall promptly deliver notice to Collateral Agent upon the opening of a new deposit account which, pursuant to the terms of this Agreement or any other Indenture
Document, is required to be subject to a Control Agreement. 







 (e) Intentionally Omitted. 

(f) To ensure that a Lien and security interest is granted on any of the Excluded Property set forth in clause (3) of the definition
of “Excluded Property”, such Grantor shall use its commercially reasonable efforts to obtain any required consents from any Person (other than the Company and its Affiliates, which consents shall be obtained) with respect to any
permit or license or any Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual
Obligation or any Stock or Stock Equivalent related thereto; provided, that, if despite such Grantor’s commercially reasonable efforts such required consents are not obtained, such permit, license or Contractual Obligation related thereto will
be deemed to constitute Excluded Property. 
 Section 4.2 Changes in Locations, Name, Etc. Except upon 30
days’ prior written notice to the Collateral Agent and delivery to the Collateral Agent of (a) all documents required under law to maintain the validity, perfection and priority of the security interests provided for herein and (b) if
applicable, a written supplement to Schedule 4 showing any additional locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following: 

(i) permit any inventory or equipment to be kept at a location other than those listed on Schedule 4, except for the
In-Transit Collateral; 
 (ii) change its jurisdiction of organization or its location (as defined in
Section 9-307 of the UCC), in each case from that referred to in Section 3.3; or 
 (iii) change
its legal name or organizational identification number, if any, or corporation, limited liability company, partnership or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would
become misleading. 
 Section 4.3 Pledged Collateral. (a) Delivery of Pledged Collateral. On the
date hereof, such Grantor shall (i) deliver to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent), in suitable form for transfer and in form and substance reasonably satisfactory to the
Collateral Agent (or the First Lien Agent, as the case may be), (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and
(ii) maintain all other Pledged Investment Property in a Controlled Securities Account to the extent required under Section 4.10. 







 (b) Event of Default. Subject to the terms of the Intercreditor Agreement, during the
continuance of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral
or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

 (c) Cash Distributions with respect to Pledged Collateral. Subject to the terms of the Intercreditor Agreement, except
as provided in Article V and subject to the limitations set forth in the Indenture, such Grantor shall be entitled to receive all cash distributions paid in respect of the Pledged Collateral. 

(d) Voting Rights. Subject to the terms of the Intercreditor Agreement, except as provided in Article V, such Grantor shall be
entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised
or other action taken by such Grantor that would materially impair the Collateral or be inconsistent with or result in any violation of any provision of any Indenture Document. 

Section 4.4 Accounts. 

(a) Such Grantor shall not, other than in the Ordinary Course of Business, (i) grant any extension of the time of payment of any
account, (ii) compromise or settle any account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any account, (iv) allow any credit or discount on any account or
(v) amend, supplement or modify any account in any manner that would reasonably be expected to adversely affect the value thereof. 

(b) So long as an Event of Default is continuing, the Collateral Agent shall have the right to make test verifications of the Accounts in
any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection therewith. At any time and from time to time,
upon the Collateral Agent’s reasonable request, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging, and trial balances
for, the accounts. 
 Section 4.5 Commodity Contracts. Such Grantor shall not have any commodity contract
unless subject to a Control Agreement. 
 Section 4.6 Delivery of Instruments and Tangible Chattel Paper and
Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. (a) Subject to the terms of the Intercreditor Agreement, if any amount in excess of $500,000 individually or $1,000,000 in the aggregate payable under or
in connection with any 







 
Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with Section 4.3(a) and in
the possession of the Collateral Agent, such Grantor shall mark all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of The
Bank of New York Mellon Trust Company, N.A., as Collateral Agent” and shall immediately deliver such instrument or tangible chattel paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent. 

(b) Subject to the terms of the Intercreditor Agreement, such Grantor shall not grant “control” (within the meaning of
such term under Article 9-106 of the UCC) over any investment property to any Person other than the Collateral Agent. 
 (c)
Subject to the terms of the Intercreditor Agreement, if such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation or any Collateral and (ii) in excess of $500,000 individually or $1,000,000 in
the aggregate, such Grantor shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify the Collateral Agent thereof and use commercially reasonable efforts to enter into a Contractual Obligation with the
Collateral Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such Contractual Obligation shall collaterally assign such letter-of-credit rights to the
Collateral Agent and such collateral assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments
thereunder to a Cash Collateral Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent and the Borrower. 

(d) Subject to the terms of the Intercreditor Agreement, if any amount in excess of $300,000 individually or $750,000 in the aggregate
payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall, at the request of the Collateral Agent acting upon the direction of the Holders or as necessary
under applicable law, take all steps necessary to grant the Collateral Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all
“transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. 

Section 4.7 Intellectual Property. (a) Not less frequently than quarterly (as of the last day of each calendar
quarter), each Grantor shall provide the Collateral Agent written notification of any change to Schedule 6 and the short-form intellectual property agreements as described in this Section 4.7 and other documents that the Collateral Agent
reasonably requests with respect thereto. 
 (b) Such Grantor shall (and shall cause all its licensees to), in its reasonable
business judgment, (i) (A) continue to use each Trademark included in the 







 
Material Intellectual Property which is material to such Grantor’s business in order to maintain such Trademark in full force and effect with respect to each class of goods for which such
Trademark is currently used, free from any claim of abandonment for nonuse, (B) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (C) use such Trademark with
the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (D) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the
Collateral Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become
destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Material Intellectual Property which is material to such Grantor’s business may become forfeited, misused, unenforceable, abandoned or dedicated to the
public, (y) any portion of the Copyrights included in the Material Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (z) any Trade Secret that is Material Intellectual Property may become
publicly available or otherwise unprotectable. 
 (c) Such Grantor shall notify the Collateral Agent promptly if it knows that
any application or registration relating to any Material Intellectual Property owned by such Grantor may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any material adverse determination or development
regarding the validity or enforceability or such Grantor’s ownership of, interest in, right to use, register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development in, any
proceeding relating to the foregoing in any Applicable IP Office). Unless no longer deemed Material Intellectual Property in such Grantor’s reasonable business judgment, such Grantor shall take all actions that are necessary or reasonably
requested by the Collateral Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation for Material Intellectual Property owned by such Grantor.

 (d) Such Grantor shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or
otherwise impair the Intellectual Property of any other Person to the extent such act could reasonably be expected to result in a Material Adverse Effect. In the event that any Material Intellectual Property of such Grantor is or has been infringed,
misappropriated, violated, diluted or otherwise impaired by a third party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all
damages therefor. 
 (e) Such Grantor shall execute and deliver to the Collateral Agent in form and substance reasonably
acceptable to the Collateral Agent and suitable for filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all U.S. registered Copyrights, U.S. registered Trademarks,
and U.S. issued Patents of such Grantor. 







 Section 4.8 Notices. Such Grantor shall promptly notify the Collateral
Agent in writing of its acquisition of any interest hereafter in property that is of a type where a security interest or Lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation.

 Section 4.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest
in any commercial tort claim where such Grantor’s claim is in excess of $300,000 or its recovery thereunder could reasonably be expected to be greater than $300,000 (whether from another Person or because such commercial tort claim shall have
come into existence) and upon a Responsible Officer becoming aware thereof, (i) such Grantor shall, promptly upon such acquisition, deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral
Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 2.1 shall apply to such commercial tort claim and
(iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any document, and take all other action necessary by law to create, perfect and protect
Collateral Agent’s Lien, on behalf of the Secured Parties, a perfected security interest having at least the priority set forth in Section 3.2 in all such commercial tort claims. Such Grantor shall do all of the foregoing at any
time if requested by Collateral Agent in writing with respect to any commercial tort claim in which a Grantor maintains any interest, regardless of the amount of the claim in respect thereof or potential recovery thereunder. Any supplement Schedule
1 delivered pursuant to this Section 4.9 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of
such receipt. 
 Section 4.10 Controlled Securities Account. Each Grantor shall deposit all of its Cash Equivalents, if
any, in securities accounts that are Controlled Securities Accounts except for Cash Equivalents the aggregate value of which at any time does not exceed $250,000 individually and $700,000 in the aggregate. 

ARTICLE V 

REMEDIAL PROVISIONS 

Section 5.1 Code and Other Remedies. (a) UCC Remedies. Subject to the terms of the Intercreditor
Agreement, during the continuance of an Event of Default, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to
any Indenture Obligation, all rights and remedies of a secured party under the UCC or any other applicable law. 
 (b)
Disposition of Collateral. Without limiting the generality of the foregoing and subject to the terms of the Intercreditor Agreement, the Collateral Agent 







 
may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any
other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any
Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral
Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey, transfer, grant option or options to purchase and deliver any Collateral (or enter into Contractual
Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other
applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. 

(c) Management of the Collateral. Each Grantor further agrees that, during the continuance of any Event of Default and subject to
the terms of the Intercreditor Agreement, (i) at the Collateral Agent’s request, it shall assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such
Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the Collateral Agent also has the right to require that each Grantor store and keep any Collateral pending further action by the Collateral Agent and, while any such
Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to sell, assign,
convey or transfer any Collateral, the Collateral Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate
by the Collateral Agent and (iv) the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the
Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties
with respect to any Collateral while such Collateral is in the possession of the Collateral Agent. 
 (d) Application of
Proceeds. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 5.1 to the payment in whole or in part of the Secured Obligations,
as set forth in the Indenture, and only after such application and after the payment by the Collateral Agent of any other amount required by any Requirement of Law, need the Collateral Agent account for the surplus, if any, to any Grantor.








 (e) Direct Obligation. Neither the Collateral Agent nor any other Secured Party shall
be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor
or any direct or indirect guaranty thereof. All of the rights and remedies of the Collateral Agent and any other Secured Party under any Indenture Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any
other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent
or any Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any
notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 

(f) Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise
remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: 

(i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to
prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; 

(ii) unless required by Requirements of Law, fail to obtain Permits, or other consents for (A) access to any
Collateral to sell, (B) the collection or sale of any Collateral, or (C) the collection or disposition of any Collateral; 

(iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on
any Collateral or to remove any adverse claims against any Collateral; 
 (iv) advertise dispositions of any
Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any
such Collateral; 







 (v) exercise collection remedies against account debtors and other Persons
obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a
specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any
Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;

 (vi) dispose of assets in wholesale rather than retail markets; 

(vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or 

(viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or
disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. 

Each Grantor acknowledges that the purpose of this Section 5.1 is to provide a non-exhaustive list of actions or omissions that are
commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this
Section 5.1. Without limitation upon the foregoing, nothing contained in this Section 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted
or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 5.1. 
 (g) IP
Licenses. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 5.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon,
sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, subject to the terms of the Intercreditor Agreement, each Grantor
hereby grants to the Collateral Agent, for the benefit of the Secured Parties, (i) subject to the rights of the applicable third party, an irrevocable (except as otherwise set forth in Section 7.2), nonexclusive, worldwide license
(exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property not constituting Excluded Property now owned or hereafter acquired by such
Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other
compensation to such Grantor) to use, operate and occupy all real Property owned, operated, leased, subleased or otherwise occupied by such Grantor. 







 Section 5.2 Accounts and Payments in Respect of General Intangibles.
(a) Subject to the terms of the Intercreditor Agreement, in addition to, and not in substitution for, any similar requirement in the Indenture, if required by the Collateral Agent at any time during the continuance of an Event of Default, any
payment of accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such
Grantor to the Collateral Agent, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4. Until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent,
segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in
the deposit. 
 (b) Subject to the terms of the Intercreditor Agreement, at any time during the continuance of an Event of
Default: 
 (i) each Grantor shall, upon the Collateral Agent’s request, deliver to the Collateral Agent all
original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and
notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; 

(ii) the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or
terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Collateral Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general
intangibles; and 
 (iii) each Grantor shall take all actions, deliver all documents and provide all information
necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered. 
 (c) Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder,
all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out
of any Indenture Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner 







 
to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as
to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts
that may have been assigned to it or to which it may be entitled at any time or times. 
 Section 5.3 Pledged
Collateral. (a) Voting Rights. Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, the Collateral Agent or its
nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or
otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any
Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged
Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it and
except for any act constituting gross negligence, willful misconduct or bad faith as finally determined by a court of competent jurisdiction; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise
any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided, further, that if and when any such Event of Default shall have been cured or waived, (i) such voting rights
shall automatically revert to the applicable Grantor and (ii) the Collateral Agent, at the expense of the Grantors, shall execute such documents reasonably requested by Grantors to allow the owner of any equity interest to exercise any rights
associated with such equity interest. 
 (b) Proxies. In order to permit the Collateral Agent to exercise the voting and
other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be
executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such
Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled
(including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be
effective, automatically and without the necessity of any action 







 
(including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof)
during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted).

 (c) Authorization of Issuers. Subject to the terms of the Intercreditor Agreement, each Grantor hereby expressly
irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in
writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and
(ii) unless otherwise expressly permitted hereby or the Indenture, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the Collateral Agent. The Collateral Agent hereby agrees that it shall not give any
such instructions unless an Event of Default has occurred and is continuing. 
 Section 5.4 Proceeds to be Turned
over to and Held by Collateral Agent. To the extent required in the Indenture, the Intercreditor Agreement or this Agreement, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such
Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and to the extent required by the Indenture, the Intercreditor Agreement or this Agreement shall, promptly upon receipt by any
Grantor, be turned over to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) in the exact form received (with any necessary endorsement). All such proceeds of Collateral and any other proceeds of
any Collateral received by the Collateral Agent in cash or Cash Equivalents shall be held by the Collateral Agent in a Cash Collateral Account. All proceeds being held by the Collateral Agent in a Cash Collateral Account (or by such Grantor in trust
for the Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Indenture. 

Section 5.5 Sale of Pledged Collateral. (a) Each Grantor recognizes that the Collateral Agent may be unable to
effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not
commercially reasonable and, accordingly, may, subject to the terms of the Intercreditor Agreement, resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to 







 
have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the
issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so. 

(b) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to
make such sale or sales of any portion of the Pledged Collateral pursuant to Section 5.1 and this Section 5.5 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a
breach of any covenant contained herein will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred under the Indenture or a defense of payment. Each Grantor waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged
Collateral by the Collateral Agent. 
 Section 5.6 Deficiency. Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such
deficiency. 
 ARTICLE VI 

THE COLLATERAL AGENT 

Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably
constitutes and appoints the Collateral Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name
of such Grantor or in its own name, upon the occurrence and during the continuance of any Event of Default, for the purpose of carrying out the terms of the Indenture Documents, to take any appropriate action and to execute any document or
instrument that may be necessary or desirable to accomplish the purposes of the Indenture Documents, and, without limiting the generality of the foregoing and subject to the terms of the Intercreditor Agreement, each Grantor hereby gives the
Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: 

(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check,
draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; 







 (ii) in the case of any Intellectual Property owned by or licensed to the
Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general
intangibles of such Grantor relating thereto or represented thereby, to the extent that such Intellectual Property is not Excluded Property; 

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay
any insurance called for by the terms of the Indenture (including all or any part of the premiums therefor and the costs thereof); 

(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any document
to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; 
 (v)
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, and collect and
receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or
warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent
jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any
Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate,
(G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the
execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign, convey, transfer or grant a Lien on, make any Contractual Obligation with respect to and otherwise deal








 
with, any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from
time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Indenture Documents, all as
fully and effectively as such Grantor might do; or 
 (vi) If any Grantor fails to perform or comply with any
Contractual Obligation contained herein or any other Indenture Document, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.

 (b) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this
Section 6.1 shall be payable by such Grantor to the Collateral Agent within five (5) Business Days after demand. 

(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 6.1
and in accordance with the terms herein. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

 Section 6.2 Authorization to File Financing Statements. Each Grantor authorizes the Collateral Agent and
its Related Persons, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the
Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the
debtor, whether now existing or hereafter arising or acquired, including all proceeds thereof”. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or
instrument for filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect
in any jurisdiction if filed prior to the date hereof. 
 Section 6.3 Authority of Collateral Agent. Each
Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right,
request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively 







 
presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any
inquiry respecting such authority. 
 Section 6.4 Duty; Obligations and Liabilities. (a) Duty of
Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar
property for its own account. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers.
The Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except
for their own gross negligence, bad faith, or willful misconduct as finally determined by a court of competent jurisdiction. In addition, the Collateral Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Collateral Agent in good faith. 

(b) Obligations and Liabilities with respect to Collateral. No Secured Party and no Related Person thereof shall be liable for failure to
demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever
with regard to any Collateral. The powers conferred on the Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own
gross negligence, willful misconduct or bad faith as finally determined by a court of competent jurisdiction. 
 ARTICLE VII

 MISCELLANEOUS 

Section 7.1 Reinstatement. Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to
the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by
any Secured Party to such Person, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or
other Collateral securing such liability shall be and remain in 







 
full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, any Lien or other Collateral securing such Grantor’s liability hereunder shall have
been released or terminated by virtue of the foregoing, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge,
impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment. 

Section 7.2 Release of Collateral. (a) On the Termination Date, the Collateral shall automatically be released
from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as
releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf
of the Collateral Agent or any Secured Party to evidence such release pursuant to this Section 7.2. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such
Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 

(b) If the Collateral Agent shall be directed or permitted pursuant to Article 13 of the Indenture to release any Lien on any Collateral,
such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such Article 13. In connection therewith, the Collateral Agent, at the request of any Grantor, shall
execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. 
 (c) At
the time provided in Article 13 of the Indenture and at the request of the Company, unless as a condition to the consent of the Collateral Agent and Secured Parties to such sale, if applicable, such Grantor is required to remain subject to this
Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Grantor in a transaction permitted by the Indenture Documents.

 Section 7.3 Independent Obligations. The obligations of each Grantor hereunder are independent of and
separate from the Secured Obligations. If any Secured Obligation is not paid when due, or during the continuance of any Event of Default, the Collateral Agent may, at its sole election, proceed directly and at once, without notice, against any
Grantor and any Collateral to collect and recover the full amount of any Secured Obligation then due, without first proceeding against any other Grantor or any other Collateral and without first joining any other Grantor in any proceeding.








 Section 7.4 No Waiver by Course of Conduct. No Secured Party shall by any
act (except by a written instrument pursuant to Section 7.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to
exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would
otherwise have on any future occasion. 
 Section 7.5 Amendments in Writing. None of the terms or provisions
of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 or 10.02 of the Indenture; provided, however, that annexes to this Agreement may be supplemented (but no existing
provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2, respectively, in each case duly executed by the Collateral Agent and each Grantor
directly affected thereby. 
 Section 7.6 Additional Grantors; Additional Pledged Collateral. (a) Joinder
Agreements. If, at the option of the Company or as required pursuant to the Indenture, the Company shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall promptly execute and deliver to the Collateral
Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the date hereof. 

(b) Pledge Amendments. To the extent any Pledged Collateral which is otherwise required to be delivered hereunder and has not been
delivered as of the date hereof, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor authorizes the Collateral Agent to attach
each Pledge Amendment to this Agreement. 
 Section 7.7 Notices. All notices, requests and demands to or upon
the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 12.02 of the Indenture; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to
the Company’s notice address set forth in Section 12.02 of the Indenture. 
 Section 7.8 Successors and
Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their permitted successors and assigns; provided, however, that no Grantor may
assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent. 







 Section 7.9 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties in separate 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. Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a manually executed
counterpart hereof. 
 Section 7.10 Severability. Any provision of this Agreement being held illegal, invalid
or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction. 

Section 7.11 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York. 
 Section 7.12 Waiver of Jury
Trial. 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 ANY INDENTURE DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY. 
 Section 7.13 Intercreditor Agreement. The Collateral Agent, the First Lien Agent and
the Grantors have entered into that certain Intercreditor Agreement of event date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Intercreditor
Agreement”). To the extent any provision of this Agreement conflicts with the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect. 

[SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly
executed and delivered as of the date first above written. 
  

			
	
	THERMON INDUSTRIES, INC. a Texas corporation, as Grantor
		
	By:	 	
 




	Name:	 	Rodney Bingham
	Title:	 	President
	
	 THERMON MANUFACTURING COMPANY,

a Texas corporation, as Grantor

		
	By:	 	
 




	Name:	 	Rodney Bingham
	Title:	 	President
	
	 THERMON HEAT TRACING SERVICES, INC.,

a Texas corporation, as Grantor

		
	By:	 	
 




	Name:	 	Rodney Bingham
	Title:	 	President
	
	THERMON HEAT TRACING SERVICES-II, INC., a Louisiana corporation, as Grantor
		
	By:	 	
 




	Name:	 	Rodney Bingham
	Title:	 	President
	
	THERMON HEAT TRACING SERVICES-I, INC., a Texas corporation, as Grantor
		
	By:	 	
 




	Name:	 	Rodney Bingham
	Title:	 	President
	
	THERMON HOLDING CORP., a Delaware corporation, as Grantor
		
	By:	 	
 




	Name:	 	Rodney Bingham
	Title:	 	President



[SIGNATURE PAGE TO SECURITY AGREEMENT FOR INDENTURE] 

 








			
	 ACCEPTED AND AGREED

as of the date first above written:

	
	 THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Collateral Agent

		
	By:	 	
 




	Name:	 	MARCELLA BURGESS
	Title:	 	Vice President

 [SIGNATURE PAGE TO SECURITY
AGREEMENT FOR INDENTURE] 







 Schedule 1 

Commercial Tort Claims 

None. 







 Schedule 2 

Filings 
  

			
	 Name
	  	 Jurisdiction and Type of Filing

		
	 Thermon Holding Corp.
	  	DE SOS; All assets UCC
		
	 Thermon Industries, Inc.
	  	TX SOS; All assets UCC
		
	 Thermon Manufacturing Company
	  	TX SOS; All assets UCC
		
	 Thermon Manufacturing Company
	  	Harris County, TX; UCC fixture filing
		
	 Thermon Manufacturing Company
	  	Hays County, TX; UCC fixture filing
		
	 Thermon Heat Tracing Services, Inc.
	  	TX SOS; All assets UCC
		
	 Thermon Heat Tracing Services-I, Inc.
	  	TX SOS; All assets UCC
		
	 Thermon Heat Tracing Services-II, Inc.
	  	East Baton Rouge Parish, Louisiana; All assets UCC








 Schedule 3 

Jurisdiction of Organization; Chief Executive Office 

 

									
	 Company/Subsidiary
	  	 Headquarters
	  	 Principal Place of
Business
	  	 Chief Executive

Office
	  	 Jurisdiction of
Organization

	Thermon Holding Corp.	  	 c/o Code, Hennessy & Simmons, LLC

10 South Wacker Drive Suite 3175
 Chicago, IL
60606
 Cook County
	  	Hays County, Texas	  	Cook County, Illinois	  	Delaware
					
	Thermon Industries, Inc.	  	 100 Thermon Drive
 San Marcos,
TX 78666
 Hays County
	  	Hays County, Texas	  	Hays County, Texas	  	Texas
					
	Thermon Manufacturing Company	  	 100 Thermon Drive
 San Marcos,
TX 78666
 Hays County
	  	Hays County, Texas	  	Hays County, Texas	  	Texas
					
	Thermon Heat Tracing Services, Inc.	  	 100 Thermon Drive
 San Marcos,
TX 78666
 Hays County
	  	Hays County, Texas	  	Hays County, Texas	  	Texas
					
	Thermon Heat Tracing Services-I, Inc.	  	 2810 Mowery Road
 Houston, TX
77045
 Harris County
	  	Harris County, Texas	  	Harris County, Texas	  	Texas
					
	Thermon Heat Tracing Services-II, Inc.	  	 6332 Quinn Drive
 Baton Rouge,
LA 70817
 East Baton Rouge Parish
	  	East Baton Rouge Parish, Louisiana	  	East Baton Rouge Parish, Louisiana	  	Louisiana

  

	 	•	 	 On March 31, 2006, Thermon Americas, Inc. was merged with and into Thermon Manufacturing Company, with Thermon Manufacturing Company surviving the
merger. 


  

	 	•	 	 On April 16, 2010, Thermon International Sales Corporation–II, a wholly-owned subsidiary of Thermon Manufacturing Company, was merged with
and into Thermon Manufacturing Company, with Thermon Manufacturing Company surviving the merger. 









 Schedule 4 

Location of Inventory and Equipment 
  

			
	1.	  	100 Thermon Drive, San Marcos, Hays County, Texas, 78666.
		
	2.	  	1501 McCarty Lane, San Marcos, Hays County, Texas 78666.
		
	3.	  	6322 Quinn Drive, East Baton Rouge Parish, Baton Rouge, Louisiana 70879
		
	4.	  	2810 Mowery Road, Houston, Harris County, Texas 77045.
		
	5.	  	Buildings 6, 17, 18 & 19 of 4105 Hunter Road, Hunter Business Park, San Marcos, TX 78666).
		
	6.	  	2102 Drummond Plaza, Newark, DE 19711-1356.
		
	7.	  	Unit 419, Uncle Bob’s Self Storage, 2216 Hwy 35 S., San Marcos, Texas 78666.
		
	8.	  	Unit 423, Uncle Bob’s Self Storage, 2216 Hwy 35 S., San Marcos, Texas 78666.
		
	9.	  	Off-Site Storage – 2600 Cambridge Road, Cameron Park, California 95682
		
	10.	  	Off-Site Storage – 2374 Telegraph Hill, El Dorado Hills, California 95762
		
	11.	  	713 Burleson, San Marcos, TX 78666
		
	12.	  	In the ordinary course of business, the US Borrower and its Subsidiaries may store certain assets, including inventory, on project sites (the “Project Site
Assets”). Quantities of Project Site Assets are generally limited to that which is reasonably necessary to deliver to the customers of the US Borrower or its Subsidiaries the goods and/or services that it has agreed to provide to a
particular customer for a particular project.
		
	13.	  	TMC owns a set of injection molds, which are located at SAY Plastics, 255 CR 1520, Jackson Texas. SAY Plastics provides the machinery used in production, but its customers,
including TMC, own the molds that are specific to the parts SAY Plastics is contracted to produce for specific customers.








 Schedule 5 

Pledged Collateral 
  

			
	1.	  	Stock Certificate No. 265, issued to Thermon Holding Corp. representing all of the issued and outstanding capital stock of Thermon Industries, Inc.
		
	2.	  	Stock Certificate No. 221, issued to Thermon Industries, Inc. representing all of the issued and outstanding capital stock of Thermon Manufacturing Company
		
	3.	  	Stock Certificates No. 1 and No. 9, both issued to Thermon Manufacturing Company representing all of the issued and outstanding capital stock of Thermon Heat Tracing Services,
Inc.
		
	4.	  	Stock Certificate No. 9, issued to Thermon Manufacturing Company representing all of the issued and outstanding capital stock of Thermon Heat Tracing Services-I,
Inc.
		
	5.	  	Stock Certificate No. 3, issued to Thermon Manufacturing Company representing all of the issued and outstanding capital stock of Thermon Heat Tracing Services-II,
Inc.
		
	6.	  	Stock Certificate No. 1, issued to Thermon Holding Corp. representing sixty-five percent (65%) of the issued and outstanding capital stock of Thermon Canada Inc. issued to
Thermon Holding Corp.
		
	7.	  	Stock Certificates No. 2 and No. 3, issued to Thermon Holding Corp. representing thirty-five percent (35%) of the issued and outstanding capital stock of Thermon Canada Inc.
issued to Thermon Holding Corp. as security for the Canadian Obligations.
		
	8.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing sixty-five percent (65%) of the equity granted to Thermon Manufacturing
Company in Thermon Latinoamericana, S. de R.L. de C.V.
		
	9.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing thirty-five percent (35%) of the equity granted to Thermon Manufacturing
Company in Thermon Latinoamericana, S. de R.L. de C.V as security for the Canadian Obligations.
		
	10.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Heat Tracing Services-I, Inc. representing sixty-five percent (65%) of the equity granted to Thermon Heat
Tracing Services-I, Inc. in Thermon Latinoamericana, S. de R.L. de C.V.
		
	11.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Heat Tracing Services-I, Inc. representing thirty-five percent (35%) of the equity granted to Thermon Heat
Tracing Services-I, Inc. in Thermon Latinoamericana, S. de R.L. de C.V as security for the Canadian Obligations.









			
	12.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing sixty-five percent (65%) of the total equity in Thermon Europe
B.V.
		
	13.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing thirty-five percent (35%) of the total equity of Thermon Europe B.V. as
security for the Canadian Obligations.
		
	14.	  	Stock Certificate No. 10, issued to Thermon Manufacturing Company representing sixty-five percent (65%) of the issued and outstanding capital stock of Thermon Australia, Pty.
Ltd.
		
	15.	  	Stock Certificates Nos. 5, 11, 10 and 1 issued to Thermon Manufacturing Company representing thirty-five percent (35%) of the issued and outstanding capital stock of Thermon
Australia, Pty. Ltd as security for the Canadian Obligations.
		
	16.	  	Stock Certificates Nos. 1008-1026, 1033-1038, 1045, 1046, 1048, 1049, 1050, 2001-2005, 2009-2015, 3002, and 3005-3008 issued to Thermon Manufacturing Company representing
sixty-five percent (65%) of the issued and outstanding capital stock of Thermon Far East, Ltd.
		
	17.	  	Stock Certificates Nos. 1001-1007, 1027-1032, 1039-1044, 1047, 2006-2008 and 3001, 3003 and 3004 issued to Thermon Manufacturing Company representing thirty-five percent (35%) of
the issued and outstanding capital stock of Thermon Far East, Ltd. as security for the Canadian Obligations.
		
	18.	  	Stock Certificates Nos. 7, 107, 108, 109 and 110, issued to Thermon Manufacturing Company representing sixty-five percent (65%) of the issued and outstanding capital stock of
Thermon Heat Tracers Pvt. Ltd issued to Thermon Manufacturing Company.
		
	19.	  	Stock Certificates Nos. 1-6, 8, 12, 106, 112, issued to Thermon Manufacturing Company representing thirty-five percent (35%) of the issued and outstanding capital stock of
Thermon Heat Tracers Pvt. Ltd issued to Thermon Manufacturing Company as security for the Canadian Obligations.
		
	20.	  	Stock Certificate No. 103, issued to Thermon Heat Tracing Services, Inc. representing sixty-five percent (65%) of the issued and outstanding capital stock of Thermon Heat Tracers
Pvt. Ltd issued to Thermon Heat Tracing Services, Inc.
		
	21.	  	Stock Certificate No. 103, issued to Thermon Heat Tracing Services, Inc. representing thirty-five percent (35%) of the issued and outstanding capital stock of Thermon Heat
Tracers Pvt. Ltd issued to Thermon Heat Tracing Services, Inc as security for the Canadian Obligations









			
	22.	  	Stock Certificate No. 104, issued to Thermon Heat Tracing Services-I, Inc. representing sixty-five percent (65%) of the issued and outstanding capital stock of Thermon Heat
Tracers Pvt. Ltd issued to Thermon Heat Tracing Services, Inc.
		
	23.	  	Stock Certificate No. 104, issued to Thermon Heat Tracing Services-I, Inc. representing thirty-five percent (35%) of the issued and outstanding capital stock of Thermon Heat
Tracers Pvt. Ltd issued to Thermon Heat Tracing Services, Inc.
		
	24.	  	Stock Certificate No. 102, issued to Thermon Heat Tracing Services-II, Inc. representing sixty-five percent (65%) of the issued and outstanding capital stock of Thermon Heat
Tracers Pvt. Ltd issued to Thermon Heat Tracing Services-II, Inc as security for the Canadian Obligations
		
	25.	  	Stock Certificate No. 102, issued to Thermon Heat Tracing Services-II, Inc. representing thirty-five percent (35%) of the issued and outstanding capital stock of Thermon Heat
Tracers Pvt. Ltd issued to Thermon Heat Tracing Services-II, Inc as security for the Canadian Obligations
		
	26.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing sixty-five percent (65%) of the equity in Thermon Korea,
Ltd.
		
	27.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing thirty-five percent (35%) of the equity in Thermon Korea, Ltd. as security
for the Canadian Obligations.
		
	28.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing sixty-five percent (65%) of the equity in Thermon Korea,
Ltd.
		
	29.	  	Pledged Uncertificated Stock, granting an equity interest to Thermon Manufacturing Company representing thirty-five percent (35%) of the equity in Thermon Korea, Ltd. as security
for the Canadian Obligations.
		
	30.	  	Revolving Promissory Note, dated October 1, 2001, by and between Thermon Latinoamericana, S. de R.L. de C.V., as maker, and Thermon Manufacturing Company, as payee, in the amount
of up to $350,000.1


 
  







 Schedule 6 

Intellectual Property 

PATENTS 
  

													
	 Title
	  	 Country
	  	Patent No.
Issue Date	  	 Pub. No./
Pub. Date
	  	Applic. No./
Filing Date	  	 Status
	  	 Owner

	Thermally-conductive, electrically non-conductive heat transfer material and articles made thereof	  	US	  	7,321,107
1/22/2008	  		  	10/887,941
7/9/2004	  	In force	  	Thermon Manufacturing Company
							
	Isolated tracer having controlled conductance rate and method of making	  	US	  	6,905,566
6/14/2005	  		  	10/031,276
11/7/2001	  	In force	  	Thermon Manufacturing Company
							
	Thermally-conductive, electrically non-conductive heat transfer material and articles made thereof	  	US	  	6,762,395
7/13/2004	  		  	10/165,441
6/7/2002	  	In force	  	Thermon Manufacturing Company
							
	Thermally-conductive, electrically non-conductive heat transfer material and articles made thereof	  	US	  	6,410,893
6/25/2002	  		  	09/353,675
7/15/1999	  	In force	  	Thermon Manufacturing Company
							
	Safety-enhanced heat tracing	  	US	  	6,131,617
10/17/2000	  		  	09/301,416
4/28/1999	  	In force	  	Thermon Manufacturing Company
							
	Method and apparatus for the manufacture of a linear wrap, thermally insulated tube	  	US	  	5,897,732
4/27/1999	  		  	08/887,501
7/2/1997	  	In force	  	Thermon Manufacturing Company
							
	Isolated tracer having controlled conductance rate and method of making same	  	Canada	  	2,372,660
9/1/2009	  		  	2,372,660
5/5/2000	  	In force	  	Thermon Manufacturing Company
							
	Method and apparatus for the manufacture of a linear wrap, thermally insulated tube	  	Canada	  	2,294,919
4/10/2007	  		  	2,294,919
7/2/1998	  	In force	  	Thermon Manufacturing Company
							
	Safety-enhanced heat tracing	  	Canada	  	2,330,453
7/7/2009	  		  	2,330,453
4/28/1999	  	In force	  	Thermon Manufacturing Company
							
	Thermally-conductive electrically non-conductive	  	Canada	  	2,337,218
04/28/2009	  		  	2,337,218
07/15/1999	  	In force	  	Thermon Manufacturing Company
							
		  		  		  		  		  		  	









													
	 Title
	  	 Country
	  	Patent No.
Issue Date	  	Pub. No./
Pub. Date	  	Applic. No./
Filing Date	  	 Status
	  	 Owner

	Isolated tracer having controlled conductance rate and method of making same	  	EPO	  		  		  	2000932118.3
 5/5/2000
	  	In force	  	 Thermon
 Manufacturing
Company

							
	Method and apparatus for the manufacture of a linear wrap, thermally insulated tube	  	EPO	  	1011968
11/12/2003	  		  	1998935547.4
7/2/1998	  	In force	  	Thermon Manufacturing Company
							
	Retarding heat tracing system and method	  	EPO	  	0483681
07/24/1996	  		  	91118229.3
10/25/1991	  	Pending	  	Thermon Manufacturing Company
							
	Sleeve for connecting heating cables	  	EPO	  		  	1622424
2/1/2006	  	EP04017877
7/28/2004	  	Pending	  	Thermon Europe B.V.
							
	Switch controlled, Zone-type heating	  	EPO	  	476637
01/25/1995	  	03/25/1992	  	91115902.8
09/19/1991	  	Pending	  	Thermon Manufacturing Company
							
	Isolated tracer having controlled conductance rate and method of making same	  	France	  	1207998
03/12/2008	  	05/29/2002	  	00932118.3
05/05/2000	  	In force	  	Thermon Manufacturing Company
							
	Heating cable of multi-layer construction	  	Germany	  	20104808
8/16/2001	  		  	20104808
2/16/2001	  	In force (Unable to determine – no translation available)	  	 Thermon
 Deutschland

GmbH

							
	Heating cable of multi-layer construction	  	Germany	  	10107429
9/29/2005	  		  	10107429
2/16/2001	  	Revoked	  	Thermon Deutschland GmbH
							
	Isolated tracer having controlled conductance rate and method of making same	  	Germany	  	60038301
3/12/08	  		  	00932118.3
5/5/2000	  	In force	  	Thermon Manufacturing Company
							
	Method and apparatus for the manufacture of a linear wrap, thermally insulated tube	  	Germany	  	1011968
11/12/03	  		  	69819752.6
7/2/1998	  	In force	  	Thermon Manufacturing Company
							
	Isolated tracer having controlled conductance rate and method of making same	  	PCT	  		  	2000067996
11/16/2000	  	2000US12372
5/5/2000	  	In force	  	Thermon Manufacturing Company
							
	Safety-enhanced heat tracing	  	PCT	  		  	1999056048
11/4/1999	  	WO99US9211
4/28/1999	  	Pending	  	Thermon Manufacturing Company
							
	Isolated tracer having controlled conductance rate and method of making same	  	Netherlands	  	1207998
03/12/2008	  	05/29/2002	  	00932118.3
05/05/2000	  	In force	  	Thermon Manufacturing Company
							
	Isolated tracer having controlled conductiance rate and method of making same	  	United Kingdom	  	1207998
03/12/2008	  	05/29/2002	  	00932118.3
05/05/2000	  	In force	  	Thermon Manufacturing Company








 COPYRIGHTS 

 

							
	 Title
	  	Registration No.	  	Registration Date	  	 Record Owner

	Design of fluid heating and cooling systems, the Thermon way	  	TX432256	  	11/26/1979	  	Thermon Manufacturing Company
	Packaged electric heat tracing systems design: form 2.2.4.0	  	TX243218	  	5/14/1979	  	Thermon Manufacturing Company
	Packaged electric heat tracing systems design	  	TX72292	  	6/26/1978	  	Thermon Manufacturing Company


TRADE NAMES 
  

					
	 Trade Name
	  	 SIC Code/

Description
	  	Record Owner
	HSX	  	3699 - Electrical Equipment & Supplies Nec. Electrical Equipment	  	Thermon Manufacturing Co.
			
	Safetrace	  	3433 - Heating Equipment Except Electric Fountains – drinking	  	Thermon Manufacturing Co.
			
	TSX	  	3357 - Nonferrous Wiredrawing & Insulating Cables	  	Thermon Manufacturing Co.

 TRADEMARKS 

  

													
	 Jurisdiction
	  	 Mark
	  	 Int’l

Class/

Goods

and

Services
	  	 Application
Ser. No./

Filing Date
	  	 Registration
No.
/
Registration
Date
	  	 Status
	  	 Record Owner

	US	  	Computrace	  	42	  	72/447,373 1/31/19973	  	991,613 8/20/1974	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Flexipanel	  	11	  	73/028,068 7/29/1974	  	1,025,177 11/18/1975	  	Registered	  	Thermon Manufacturing Company
							
	US	  	 Heat Check and Design
  

 



  
	  	9	  	74/441,965 9/29/1993	  	2,053,036 4/15/1997	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Heet Sheet	  	11	  	73/139,630 9/1/1977	  	1,109,271 12/19/1978	  	Registered	  	Thermon Manufacturing Company









													
	 Jurisdiction
	  	 Mark
	  	 Int’l

Class/

Goods

and

Services
	  	Application
Ser. No./
Filing Date	  	Registration
No. /
Registration
Date	  	 Status
	  	 Record Owner

	US	  	HSX	  	9	  	75/708,000
5/17/1999	  	2,335,934
3/28/2000	  	Registered	  	Thermon Manufacturing Company
							
	US	  	 HSX and Design
  

 



  
	  	9	  	74/183,129
7/8/1991	  	1,729,017
11/3/1992	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Safetrace	  	11	  	75/449,249
3/12/1998	  	2,305,399
1/4/2000	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Snap-Trace	  	11	  	73/054,983
6/12/1975	  	1,040,509
6/1/1976	  	Registered	  	Thermon Manufacturing Company
							
	US	  	The Heat Tracing Specialists	  	42	  	74/614,935
12/23/1994	  	1,986,684
7/16/1996	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Thermon	  	9, 11, 17	  	78/141,913
5/7/2004	  	3,159,959
10/17/2006	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Thermon	  	1	  	72/004,493
3/13/1956	  	649,153
7/30/1957	  	Registered	  	Thermon Manufacturing Company
							
	US	  	 Thermon and Design
  

 



  
	  	11	  	72/142,663
4/19/1962	  	790,703
6/8/1995	  	Registered	  	Thermon Manufacturing Company
							
	US	  	 Thermon and Design
  

 



  
	  	19	  	72/137,819
2/12/1962	  	743,226
1/8/1963	  	Registered	  	Thermon Manufacturing Company
							
	US	  	 Thermon Design Logo
  

 



  
	  	9, 11, 17	  	78/141,902
5/7/2004	  	3,159,958
10/17/2006	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Thermotube	  	17	  	73/226,536
8/7/1979	  	1,161,911
7/21/1981	  	Registered	  	Thermon Manufacturing Company









													
	 Jurisdiction
	  	 Mark
	  	 Int’l

Class/

Goods

and

Services
	  	Application
Ser. No./
Filing Date	  	Registration
No. /
Registration
Date	  	 Status
	  	 Record Owner

	US	  	Traceview	  	9	  	74/394,423
5/25/1993	  	1,884,243
3/14/1995	  	Registered	  	Thermon Manufacturing Company
							
	US	  	TSX	  	9	  	75/708,382
5/17/1999	  	2,374,909
8/8/2000	  	Registered	  	Thermon Manufacturing Company
							
	US	  	TSX	  	9	  	74/182,949
7/8/1991	  	1,742,831
12/29/1992	  	Registered	  	Thermon Manufacturing Company
							
	US	  	Tubetrace	  	17	  	73/226,099
8/6/1979	  	1,153,934
5/12/1981	  	Registered	  	Thermon Manufacturing Company
							
	Canada	  	Econotrace	  	1	  	0433787
12/19/1978	  	TMA240523
3/7/1980	  	 Registered
  

until 3/7/2010
  

(abandoned per client request)
	  	Thermon Manufacturing Company
							
	Canada	  	Flexipanel	  	1	  	0433785
12/19/1978	  	TMA240521
3/7/1980	  	Registered	  	Thermon Manufacturing Company
							
	Canada	  	 Heat Check & Design
  

 



  
	  	1	  	0746062
1/26/1994	  	TMA471896
3/4/1997	  	Registered	  	Thermon Manufacturing Company
							
	Canada	  	Safetrace	  	1	  	0890120
9/14/1998	  	TMA536,910
11/8/2000	  	Registered	  	Thermon Manufacturing Company
							
	Canada	  	Thermon	  	1	  	0312410
4/11/1968	  	TMA161298
2/21/1969	  	Registered	  	Thermon Manufacturing Company
							
	Canada	  	Thermotrace	  	1	  	0435358
2/5/1979	  	TMA283629
9/23/1983	  	Registered	  	Thermon Manufacturing Company
							
	Canada	  	Traceview	  	1	  	0729605
5/26/1993	  	TMA461138
8/16/1996	  	Registered	  	Thermon Manufacturing Company
							
	Australia	  	Thermon	  	11	  	198548
11/16/1965	  	198548
11/16/1965	  	Registered	  	Thermon Manufacturing Company









													
	 Jurisdiction
	  	 Mark
	  	 Int’l

Class/ Goods
and

Services
	  	Application
Ser. No./
Filing Date	  	Registration
No. /
Registration
Date	  	 Status
	  	 Record Owner

	Australia	  	Thermon	  	19	  	197070
8/31/1965	  	197070
8/31/1965	  	Registered	  	Thermon Manufacturing Company
							
	Benelux	  	Thermon	  	1, 2, 6, 7, 11, 17, 19	  	382609	  	382609	  	ABANDONED	  	Thermon Manuf. San Marcos
							
	CTM	  	Thermon	  	9, 11,17	  	243063
4/23/1996	  	243063
12/4/1998	  	Registered	  	Thermon Manufacturing Company
							
	CTM	  	 Thermon and Design
  

 



  
	  	9, 11, 17	  	243089
4/23/1996	  	243089
5/18/1999	  	Registered	  	Thermon Manufacturing Company
							
	Denmark	  	Thermon	  	1	  	VA
198301976
4/20/1983	  	VR
198402255
6/22/1984	  	Registered	  	Thermon Manufacturing Company
							
	Denmark	  	 Thermon and Design
  

 



  
	  	1, 11	  	VA
1983019778
4/20/1983	  	VR
198402527
7/13/1984	  	Registered	  	Thermon Manufacturing Company
							
	Finland	  	Thermon	  	17	  	832.037
4/11/1983	  	95082
3/5/1986	  	Registered	  	Thermon Manufacturing Company
							
	Finland	  	 Thermon and Design
  

 



  
	  	19	  	832.039
4/11/1983	  	95083
3/5/1986	  	Registered	  	Thermon Manufacturing Company
							
	Germany	  	Thermon	  	9, 11, 37	  	39501368.2
1/13/1995	  	39501368
6/22/1995	  	Registered	  	Thermon Manufacturing Company
							
	India	  	Thermon	  	19	  	406694
 6/14/1983
	  	406694
6/14/1983	  	Registered	  	Thermon Manufacturing Company









													
	 Jurisdiction
	  	 Mark
	  	 Int’l

Class/ Goods
and

Services
	  	Application Ser.
No./
Filing Date	  	Registration
No. /
Registration
Date	  	 Status
	  	 Record Owner

	India	  	 Thermon and Design
  

 



  
	  	9, 11, 17	  	1518338
 1/4/07
	  	1518338
 10/20/2008
	  	Registered	  	Thermon Manufacturing Company
							
	IR	  	 Thermon and Design
  

 



  
	  	9, 11, 17	  		  	857603
10/28/2004	  	Registered	  	Thermon Manufacturing Company
							
	IR	  	Thermon	  	9, 11, 17	  		  	873814
10/28/2004	  	Registered	  	Thermon Manufacturing Company
							
	Japan	  	 Thermon and Design
  

 



  
	  	37	  	2006-086089
9/4/2006	  	5041646
4/20/2007	  	Registered	  	K.K. Salmon Far East
							
	Japan	  	Thermon	  	37	  	H05-004920
1/21/1993	  	3255965
2/24/1997	  	Registered	  	K.K. Salmon Far East
							
	Kazakhstan	  	Thermon	  	9, 11, 17	  	29361
10/29/2004	  	20897
 8/10/2006
	  	Registered	  	Thermon Manufacturing Company
							
	Kazakhstan	  	 Thermon and Design
  

 



  
	  	9, 11, 17	  	29362
10/29/2004	  	20898
 8/10/2006
	  	Registered	  	Thermon Manufacturing Company
							
	Korea	  	Thermon	  	9 11 17	  	402010004463/
 2010.1.26
	  	N/A	  	Pending	  	 Thermon

Manufacturing

Company










													
	 Jurisdiction
	  	 Mark
	  	 Int’l

Class/ Goods
and

Services
	  	Application Ser.
No./
Filing Date	 	Registration
No. /
Registration
Date	  	 Status
	  	 Record Owner

	Korea	  	 Thermon and Design
  

 



  
	  	9 11 17	  	402010004464/
 2010.1.26
	 	N/A	  	Pending	  	 Thermon

Manufacturing
 Company

							
	Mexico	  	Thermon	  	1	  	[181.702
 5/04/1983]
	 	305791
 6/3/1985
	  	Registered	  	Thermon Manufacturing Company
							
	Norway	  	Thermon	  	17	  	198301072
4/7/1983	 	129112
6/18/1987	  	Registered	  	Thermon Manufacturing Company
							
	Norway	  	 Thermon and Design
  

 



  
	  	17	  	198301073
4/7/1983	 	129654
8/6/1987	  	Registered	  	Thermon Manufacturing Company
							
	Sweden	  	Thermon	  	17	  	1983/02142
4/5/1983	 	191805
6/21/1984	  	Registered	  	Thermon Manufacturing Company
							
	Sweden	  	 Thermon and Design
  

 



  
	  	1, 11	  	83-2144
4/5/1983	 	198.904
12/6/1985	  	Registered	  	Thermon Manufacturing Company

 DOMAIN NAMES

  

							
	 Domain Name
	  	Expires	  	 Registrant
	  	 Registrar

	globalheattracing.com	  	10/13/2010	  	 Thermon Manufacturing Company
  

100 Thermon Drive
  

San Marcos, Texas 78666-5947
	  	Network Solutions, LLC









							
	 Domain Name
	  	 Expires
	    	 Registrant
	 	 Registrar

	 heatracingdesigns.com
	  	10/13/2010	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Network Solutions, LLC
				
	 insidethermon.com
	  	10/13/2010	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Network Solutions, LLC
				
	 thermon.com
	  	10/15/2018	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Network Solutions, LLC
				
	 thermon.net
	  	8/16/2011	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Network Solutions, LLC
				
	 thermon.org
	  	8/16/2011	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Network Solutions, LLC
				
	 thermon.in
	  	07/13/2014	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Network Solutions, LLC









							
	 Domain Name
	  	 Expires
	    	 Registrant
	 	 Registrar

	 thermon.co.uk
	  	11/29/2010	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Big Advertising Ltd. t/a European Internet
				
	 thermon.ca
	  	08/12/2014	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Go Daddy Domains Canada, Inc.
				
	 thermon.com.au
	  	09/14/2015	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Marcaria.com
				
	 thermon.fr
	  	09/09/2014	    	 Thermon Manufacturing Company

100 Thermon Drive
 San Marcos, Texas 78666-5947

	 	Marcaria.com
				
	 thermon.nl
	  	08/10/2010	    	 Thermon Benelux B.V.
 Boezemweg
25
 2641KG Pijnacker Netherlands
	 	Argeweb
				
	 thermon.nu
	  	04/03/2011	    	Thermon Europe GmbH East Europe Group	 	SOVINTEL (www.goldentelecom.nu)
				
	 thermon.co.jp
	  	08/31/2010	    	Thermon Far East Ltd	 	Otsuka Shyokai LTD (www.alpha-web.jp)
				
	 thermon.co.kr
	  	05/31/2012	    	Thermon Korea	 	Inames Co. Ltd. (www.inames.co.kr)
				
	 thermon.de
	  	12/04/2010	    	Thermon Deutschland GmbH	 	STRATA AG








 LICENSE AGREEMENTS 

 

							
	 Company
	 	 Name of

Agreement/Software
	    	 Date of Agreement
	    	 Parties to Agreement

	 Thermon Manufacturing Company
	 	Agreement	    	August 29, 2006	    	M.I. Cable Technologies Inc., Thermon Manufacturing Company, and Yamari Industries Ltd.
				
	 Thermon Manufacturing Company
	 	Settlement and License Agreement	    	October 18, 1999	    	 Thermon
 Manufacturing Company
and Atlee Erwin Fritz, individually and doing business as AEF
 Manufacturing.

				
	 Thermon US Parties (as defined therein)
	 	Settlement Agreement	    	March 31, 1993	    	Accutron Group and the Thermon US Parties (as defined therein)








 ANNEX 1 

TO 

SECURITY
AGREEMENT1 

FORM OF PLEDGE AMENDMENT 

This Pledge Amendment, dated as of [            ]
[    ], 20[    ], is delivered pursuant to Section 7.6 of the Security Agreement, dated as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the
“Company”), the undersigned Grantor and the other Affiliates of the Company from time to time party thereto as Grantors in favor of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent for the Secured Parties
referred to therein (as the same may be modified from time to time, the “Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement. 

The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement and that the Pledged Collateral listed
on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the undersigned. 

The undersigned hereby represents and warrants that, with respect to the Pledged Collateral listed on Annex 1-A to this Pledge Amendment,
each of the representations and warranties contained in Sections 3.1, 3.2, 3.5 and 3.10 of the Security Agreement is true and correct and as of the date hereof as if made on and as of such date. 

 

			
	[GRANTOR]
		
	By:	 	  

		 	 Name:

		 	 Title:



  

 
 To be used for pledge of Additional
Pledged Collateral by existing Grantor. 
  

 A1-1 








 Annex 1-A 

PLEDGED STOCK 
  

									
	 ISSUER
	 	 CLASS
	 	 CERTIFICATE

NO(S).
	 	 PAR

VALUE
	 	 NUMBER

OF

SHARES,

UNITS OR

INTERESTS

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 PLEDGED DEBT INSTRUMENTS 

 

									
	 ISSUER
	 	 DESCRIPTION OF

DEBT
	 	 CERTIFICATE

NO(S).
	 	 FINAL

MATURITY
	 	 PRINCIPAL

AMOUNT

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

 A1-2 








 ACKNOWLEDGED AND AGREED 

as of the date first above written: 
  

 

			
	 THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A. as Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:

  

 A1-3 








 ANNEX 2 

TO 
 SECURITY
AGREEMENT 
 FORM OF JOINDER AGREEMENT 

This JOINDER AGREEMENT, dated as of [            ]
[    ], 20[    ], is delivered pursuant to Section 7.6 of the Security Agreement, dated as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the
“Company”), and the Affiliates of the Company from time to time party thereto as Grantors in favor of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent for the Secured Parties referred to therein (the
“Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement. 

By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.6 of the Security Agreement,
hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and
complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured
Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and
liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Security Agreement. During the effectiveness of the Security Agreement, each Grantor authorizes the Collateral Agent and its Related
Persons, at any time and from time to time, to file or record financing statements, amendments, thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Collateral Agent
reasonably determines appropriate to perfect the security interests of the Collateral Agent under the Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor,
whether now existing or hereafter arising or acquired, including all proceeds thereof”. 
 The information set forth in
Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be
attached to the Security Agreement and that the Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the
undersigned. 
 The undersigned hereby represents and warrants that each of the representations and warranties contained in
Article III of the Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date. 
  

 A2-1 








 IN WITNESS WHEREOF, THE UNDERSIGNED HAS CAUSED THIS JOINDER AGREEMENT TO BE DULY EXECUTED
AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN. 
  

			
	 [Additional Grantor]

		
	By:	 	  

		 	    Name:
		 	    Title:


  

 A2-2 








 ACKNOWLEDGED AND AGREED 

as of the date first above written: 
  

			
	 [EACH GRANTOR PLEDGING

ADDITIONAL COLLATERAL]

		
	By:	 	  

		 	Name:
		 	Title:
	
	 THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A. as Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:

  

 A2-3 








 ANNEX 3 

TO 
 SECURITY
AGREEMENT 
 FORM OF INTELLECTUAL PROPERTY SECURITY
AGREEMENT1
  

THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of
            , 20    , is made by
                    ,
[“                    ”],
                    [“                  
  ”] and
                    [“                  
  ”] (this “Agreement”), is made by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of The Bank of New York
Mellon Trust Company, N.A., as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement referred to below).

 W I T N E S S E T H: 

WHEREAS, Thermon Finance, Inc. (which has heretofore been merged with and into the Company) and The Bank of New York Mellon Trust
Company, N.A., as trustee and collateral agent (in such capacity and together with its successors and assigns in such capacity, the “Trustee”), have entered into an Indenture, dated as of April 30, 2010 (as supplemented by the
First Supplemental Indenture, dated as of April 30, 2010, among the Company, the other Grantors party thereto and the Trustee, and as further amended, restated, supplemented and/or otherwise modified from time to time, the
“Indenture”); 
 WHEREAS, pursuant to the Indenture, (i) the Company has issued its 9.50% Senior Secured
Notes due 2017 (such notes, together with any other notes from time to time issued pursuant to the Indenture, the “Notes”) and (ii) each other Grantor has unconditionally guaranteed, on a joint and several basis, all
Obligations of the Company under the Indenture and the other Indenture Documents; 
 WHEREAS, all of the Grantors are party to a
Security Agreement of even date herewith in favor of the Collateral Agent (the “Security Agreement”), pursuant to which the Grantors are required to execute and deliver this Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the prospective Holders of the Notes to subscribe to the Notes, each
Grantor hereby agrees with the Collateral Agent as follows: 
 Section 1. Defined Terms. Capitalized terms
used herein without definition are used as defined in the Security Agreement. 
 Section 2. Grant of Security
Interest in [Copyright] [Trademark] [Patent] Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of
such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent 
  

 

	1	 Separate
agreements should be executed relating to each Grantor’s respective Copyrights, Patents, and Trademarks. 


  

 A3-1 








 for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and
interest in, to and under the following Collateral of such Grantor (other than any Excluded Property, but only during such time that such Collateral actually constitutes Excluded Property) (the “[Copyright] [Patent] [Trademark]
Collateral”): 
 (a) [all of its U.S. registered Copyrights, including, without limitation, those referred to on
Schedule 1 hereto; 
 (b) all renewals, reversions and extensions of the foregoing; and 

(c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the
foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 

or 
   (a) [all of
its U.S. issued Patents, including, without limitation, those referred to on Schedule 1 hereto; 
 (a) all reissues,
reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and 
 (b) all
income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future
infringement, misappropriation, dilution, violation or other impairment thereof.] 
 or 

  (a) [all of its U.S. registered Trademarks, including, without limitation, those referred to on Schedule 1 hereto;

 (c) all renewals and extensions of the foregoing; 

(d) all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and 

(e) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the
foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.] 

Section 3. Security Agreement. The security interest granted pursuant to this Agreement is granted in conjunction with
the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of the Collateral Agent with respect to the security 

 

 A3-2 








 interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth
in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 

Section 4. Grantor Remains Liable. Each Grantor hereby agrees that, anything herein to the contrary notwithstanding,
such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents] [Trademarks] subject to a security interest hereunder.

 Section 5. Counterparts. This Agreement may be executed in any number of counterparts and by different
parties in separate 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. Signature pages may be detached from multiple separate counterparts and
attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. 

Section 6. Termination. This Agreement shall terminate concurrently with the termination of the Security Agreement.

 Section 7. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York. 
 Section 8.
Conflict with Other Agreements. In the event of any conflict between this Agreement (or any portion thereof) and the Security Agreement, the Security Agreement shall prevail. 

[SIGNATURE PAGES FOLLOW] 
  

 A3-3 








 IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	Very truly yours,
	
	[GRANTOR] 
		 	as Grantor
		
	By:	 	  

		 	    Name:
		 	    Title:


 ACCEPTED AND AGREED

 as of the date first above written: 
  

			
	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. as Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:

 [SIGNATURE PAGE TO [COPYRIGHT]
[PATENT] [TRADEMARK] SECURITY AGREEMENT] 
 A3-4 







 SCHEDULE I 

TO 
 [COPYRIGHT]
[PATENT] [TRADEMARK] SECURITY AGREEMENT 
 [Copyright] [Patent] [Trademark] Registrations 

 

	1.	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS] 


[Include Registration Number and Date] 
  

	2.	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS 


[Include Application Number and Date] 
  

	3.	IP LICENSES 

 [Include complete legal
description of agreement (name of agreement, parties and date)]