Exhibit 10.9


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT, dated
as of February 18, 2016 (this “Agreement”), is among VaultLogix, LLC, a Delaware limited liability company (the
“Debtor”), and the holder of the Debtor’s and InterCloud Systems, Inc.’s (the “Company”)
8.25% Senior Secured Convertible Note, in the original aggregate principal amount of $11,601,304.62 (the “Note”)
signatory hereto, its endorsees, transferees and assigns (the “Secured Party”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Securities
Exchange Agreement (as defined in the Note), the Secured Party has agreed to extend the loans to the Debtor and the Company, as
co-borrowers, evidenced by the Note; and


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


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


 


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


 


(v)all commercial tort
claims;


 


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


 


(vii)all investment
property;


 


(viii)all supporting
obligations;


 


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


 


(x) all other assets
property of the Debtor of every kind and nature; and


 


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


 






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


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


3.Delivery of Certain Collateral. Contemporaneously
or prior to the execution of this Agreement, the Debtor shall deliver or cause to be delivered to the Agent (a) any and all certificates
and other instruments representing or evidencing the Pledged Securities, and (b) any and all certificates and other instruments
or documents representing any of the other Collateral, in each case, together with all Necessary Endorsements. The Debtor is, contemporaneously
with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational
Document governing any of the Pledged Securities.


 


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


 


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


 






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


 


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


 


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


 


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


 






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(f) This Agreement
creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations,
subject only to Permitted Liens. Upon making the filings described in the immediately following paragraph, all security interests
created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been
duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately following
paragraph and the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2)
of the UCC with respect to each deposit account identified on Schedule I (the “Pledged Accounts”), no
action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of
the foregoing, except for the filing of said financing statements and the execution and delivery of said deposit account control
agreements, no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement, (ii)
the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights
of the Agent and the Secured Party hereunder. The Secured Party shall, on a weekly basis, provided that no Event of Default has
occurred and is continuing, provide written instructions in accordance with the deposit account control agreement with respect
to the Pledged Account to wire transfer any funds in excess of the Mandatory Default Amount to the account as shown in Exhibit
A hereto. At the request of a Debtor, the Secured Party shall access the Pledged Account to satisfy any amounts due under the
Note (in accordance with its terms) which constitute principal.


 


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


 


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


 






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


 


(j) The ownership
and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not
held in a securities account or by any financial intermediary.


 


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


 


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


 






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


 


(n)The Debtor shall maintain with
financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against
loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar
properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities
and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement
cost thereof. The Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such
policy to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured under each such insurance
policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly
notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt
by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent
will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days
of notice from the insurer of such default. If no Event of Default (as defined in Section 6 hereof) exists and if the proceeds
arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance will be applied by
the Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible,
and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the Debtor; provided,
however, that payments received by the Debtor after an Event of Default occurs and is continuing or in excess of $100,000
for any occurrence or series of related occurrences shall be paid to the Agent on behalf of the Secured Party and, if received
by the Debtor, shall be held in trust for the Secured Party and immediately paid over to the Agent unless otherwise directed in
writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee
and additional insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.


 


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


 






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


 


(q) The Debtor shall
permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and upon reasonable
prior written notice, and to make copies (at the Agent’s own expense prior to an Event of Default) of records pertaining
to the Collateral as may be reasonably requested by the Agent from time to time.


 


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


 


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


 


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


 


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


 


(v) The Debtor will
not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one),
legal or corporate structure, or identity, or add any new fictitious name unless it provides at least thirty (30) days’ prior
written notice to the Secured Party of such change and, at the time of such written notification, the Debtor provides any financing
statements necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 






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(w)Except in the
ordinary course of business, the Debtor may not consign any of its inventory or sell any of its inventory on bill and hold, sale
or return, sale on approval, or other conditional terms of sale without the consent of the Agent which shall not be unreasonably
withheld.


 


(x) The Debtor may
not relocate its chief executive office to a new location without providing thirty (30) days’ prior written notification
thereof to the Secured Party and so long as, at the time of such written notification, the Debtor provides any financing statements
necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


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


 


(z)(i) The actual
name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor does not have any trade names except
as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble
hereto or as set forth on Schedule E for the preceding five (5) years; and (iv) no entity has merged into the Debtor or
been acquired by the Debtor within the past five years except as set forth on Schedule E.


 


(aa)At any time and
from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession
by the Secured Party to perfect the Security Interests created hereby, the Debtor shall deliver such Collateral to the Agent.


 


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


 


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


 






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(dd)With respect
to each Pledged Account, the Debtor shall cause an account control agreement, in form and substance in each case satisfactory to
the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Party as of February 18, 2016 or such later
date as the Agent may direct the Debtor.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(ll) In the event
that, upon an occurrence of an Event of Default, Agent shall sell all or any of the Pledged Securities to another party or parties
(herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities, the Debtor
shall, to the extent applicable: (i) deliver to Agent or the Transferee, as the case may be, the articles of incorporation, bylaws,
minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books
of account, financial records and all other Organizational Documents and records of the Debtor and its direct and indirect subsidiaries;
(ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtor and its direct
and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental
or regulatory body in order to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the
Pledged Securities by Agent and allow the Transferee or Agent to continue the business of the Debtor and its direct and indirect
subsidiaries.


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


7. Duty To Hold In Trust.


 


(a)Upon the occurrence
of any Event of Default and at any time thereafter, the Debtor shall, upon receipt of any revenue, income, dividend, interest or
other sums subject to the Security Interests, whether payable pursuant to the Note or otherwise, or of any check, draft, note,
trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party
and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party for application to the satisfaction
of the Obligations.


 


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


 






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8. Rights and Remedies
Upon Default.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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9. Applications of Proceeds.
The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance
policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing
and preparing for sale, selling, and the like (including, without limitation, any taxes, reasonable fees and other costs incurred
in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent in enforcing
the Secured Party’s rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then
to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured
Party shall pay to the Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds
thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtor will be liable for the deficiency,
together with interest thereon, at the rate of 15% per annum or the lesser amount permitted by applicable law (the “Default
Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent
permitted by applicable law, the Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession,
removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party
as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.


 


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


 


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


 






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


 


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


 






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


 


15. Power of Attorney; Further Assurances.


 


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


 






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


 


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


 


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


 


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


 


18. Appointment of Agent. The Secured
Party hereby appoints JGB (Cayman) Concord Ltd. to act as its agent (“JGB Concord” or “Agent”)
for purposes of exercising any and all rights and remedies of the Secured Party hereunder. Such appointment shall continue until
revoked in writing by the holders of the Note, at which time the holders of the Note shall appoint a new Agent, provided that JGB
Concord may not be removed as Agent unless JGB Concord shall then hold less than $500,000 in principal amount of the Note. The
Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.


 






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19. Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


(j)The Debtor shall
be liable for the obligations of the Debtor to the Secured Party hereunder.


 


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


 


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


 


(m) To the extent
that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval
or action of any partner or member, as applicable, of the Debtor or any direct or indirect subsidiary of the Debtor or compliance
with any provisions of any of the Organizational Documents, the Debtor hereby grants such consent and approval and waive any such
noncompliance with the terms of said documents.


 


[SIGNATURE PAGES FOLLOW]




 






    24


     


    

 


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


 


VAULTLOGIX, LLC


 


By: _____________________________________


Name:


Its:


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




    


     


    

 


[SIGNATURE PAGE OF HOLDERS TO VAULTLOGIX SECURITY AGREEMENT]


 


Name of Investing Entity: JGB (CAYMAN) CONCORD LTD.     


 


Signature of Authorized Signatory of Investing entity:
_________________________


 


Name of Authorized Signatory:   Brett
Cohen                              


 


Title of Authorized Signatory:
  President                              


 






    


     


    

 


EXHIBIT
A


 


Wire Instructions


 


PNC Bank


Two Tower Center Boulevard


East Brunswick, NJ


ABA: 0311207607


A/C: 8026293725


Name: Intercloud Systems, Inc.


 




    


     


    

 


SCHEDULE
A


Locations of Books of Account, Records and Collateral


 





	Entity	 	Address	 	City	 	State	 	Zip	 	Leased	 	Occupancy*
	VaultLogix	 	34
    Saint Martin Dr	 	Marlborough	 	MA	 	O1752	 	Yes	 	 
	VaultLogix	 	74
    West Street	 	Waltham	 	MA	 	O2451	 	Yes	 	 
	VaultLogix	 	75
    Sylvan Street	 	Danvers	 	MA	 	O1923	 	Yes	 	 
	VaultLogix	 	211-213
    E Thomas St	 	Hammond	 	LA	 	70401	 	Yes	 	 




 



    


     


    

 




SCHEDULE
B


Liens 


 


Entity; Secured Party (Financing Statement Filing #)


 


VaultLogix, LLC


1.   White Oak Global Advisors, LLC (#20143947629)


 






    


     


    

 


SCHEDULE
c


Filings with Governmental or Regulatory Authorities,
Agencies or Recording Offices;


UCC Filing Jurisdictions 


 


Entity; Secured Party (Financing Statement Filing #)


 





VaultLogix, LLC


		1.	White Oak Global Advisors, LLC (#20143947629)





 


UCC Filing Jurisdictions


Delaware


 




    


     


    

 


SCHEDULE
D


Debtor Name, Jurisdiction of Organization, 


Organizational Identification Number and Address


 


VaultLogix, LLC; a Delaware limited liability company; Org. ID 4502739;
75 Sylvan St., Danvers, MA 01923


 




    


     


    

 


SCHEDULE
E


Trade Names; Mergers and Acquisitions


 


VaultLogix, LLC, acquired the assets of PCS Holding LLC which did business
as AXIM Cloud


 




    


     


    

 


SCHEDULE
F


Intellectual Property


 


None.


 




    


     


    

 


SCHEDULE
G


Account Debtors


 


None.


 




    


     


    

 


Schedule
H


Pledged Securities


 


None.


 




    


     


    

 


Schedule
I


Pledged Accounts


 


PNC Bank, National Association Account


 


Vaultlogix, LLC                  
8026344473


 




    


     


    

 


ANNEX A


to


SECURITY


AGREEMENT


 


FORM OF ADDITIONAL
DEBTOR JOINDER


 


Security Agreement dated as of February 18, 2016 made
by


VaultLogix, LLC, as Debtor


to and in favor of


the Secured Party identified therein (the “Security
Agreement”)


 


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


 


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


 


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


 


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


 


			





    


     


    

 


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


 





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




 


		Dated:	



  






    


     


    

 


ANNEX B


to


SECURITY


AGREEMENT


 


THE AGENT


 


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


 


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


 


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


 






    


     


    

 


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


 


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


 






    


     


    

 


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


 


7. Resignation by the Agent.



 


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


 


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


 


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


 


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