Exhibit 10.2


 


Execution Version


 


 


 


 


 


 


 


 





 



 




Security
Agreement


 


By


 


LogicMark,
LLC,


 


 


and


 


 


The
Other Grantors Party Hereto,

as Grantors,


 


 


and


 


 


Sagard
Holdings Manager LP,

as Collateral Agent


 


 





 



 


 


 


Dated
as of May 24, 2018


 





 



 


 


 


 


 


 


 


 


 






     


     


    

 


Table
of Contents


 




	Section	Heading	Page
	 	 	 
	ARTICLE
    I 	DEFINITIONS	2
	 	 	 
	SECTION 1.01. 	Uniform
    Commercial Code Defined Terms	2
	SECTION 1.02. 	Credit
    Agreement Defined Terms	2
	SECTION 1.03. 	Definition
    of Certain Terms Used Herein	2
	SECTION 1.04. 	Rules
    of Construction	8
	 	 	 
	ARTICLE
    II 	AUTHORITY
    OF COLLATERAL AGENT	8
	 	 	 
	SECTION 2.01. 	General
    Authority of the Collateral Agent over the Collateral	8
	SECTION 2.02. 	Exercise
    of Powers	9
	SECTION 2.03. 	Remedies
    Not Exclusive	9
	SECTION 2.04. 	Waiver
    and Estoppel	9
	SECTION 2.05. 	Limitation
    on Collateral Agent’s Duty in Respect of Collateral	10
	SECTION 2.06. 	Limitation
    by Law	10
	SECTION 2.07. 	Rights
    of Secured Parties in Respect of Secured Obligations	10
	 	 	 
	ARTICLE
    III 	SECURITY
    INTEREST	10
	 	 	 
	SECTION 3.01. 	Security
    Interest	10
	SECTION 3.02. 	No
    Assumption of Liability	11
	SECTION 3.03. 	Delivery
    of the Securities Collateral	11
	 	 	 
	ARTICLE
    IV 	REPRESENTATIONS
    AND WARRANTIES	12
	 	 	 
	SECTION
    4.01. 	Title
    and Authority	12
	SECTION
    4.02. 	Investment
    Property	12
	SECTION
    4.03. 	Identity,
    Etc. of Grantors	12
	SECTION
    4.04. 	Location
    of Equipment	12
	SECTION
    4.05. 	Letters
    of Credit	13
	SECTION
    4.06. 	Filings	13
	SECTION
    4.07. 	Validity
    of Security Interest	13
	SECTION
    4.08. 	Limitations
    on and Absence of Other Liens	14
	SECTION
    4.09. 	Other
    Actions	14
	SECTION
    4.10. 	No
    Conflicts, Consents, etc.	17
	SECTION
    4.11. 	Intellectual
    Property	18
	SECTION
    4.12. 	Securities
    Collateral	18
	 	 	 
	ARTICLE
    V 	COVENANTS	19
	 	 	 
	SECTION
    5.01. 	Protection
    of Security	19
	SECTION
    5.02. 	Further
    Assurances	19
	SECTION
    5.03. 	Taxes;
    Encumbrances	19



 






    -i-


     


    

 


	SECTION
    5.04. 	Assignment
    of Security Interest	19
	SECTION
    5.05. 	Continuing
    Obligations of the Grantors	19
	SECTION
    5.06. 	Use
    and Disposition of Collateral	20
	SECTION
    5.07. 	Limitation
    on Modification of Accounts	20
	SECTION
    5.08. 	Insurance	20
	SECTION
    5.09. 	Certain
    Covenants Regarding Intellectual Property	20
	SECTION
    5.10. 	Location
    of Collateral; Post Closing Changes	22
	SECTION
    5.11. 	Supplemental
    Schedules	22
	SECTION
    5.12. 	Registration
    in Nominee Name; Denominations	22
	SECTION
    5.13. 	Voting
    Rights; Dividends and Interest, etc.	23
	 	 	 
	ARTICLE
    VI 	REMEDIES	24
	 	 	 
	SECTION
    6.01. 	Remedies
    upon Default	24
	SECTION
    6.02. 	Application
    of Proceeds	26
	SECTION
    6.03. 	Grant
    of License to Use Intellectual Property	26
	 	 	 
	ARTICLE
    VII 	MISCELLANEOUS	26
	 	 	 
	SECTION
    7.01. 	Notices	26
	SECTION
    7.02. 	Survival
    of Agreement	26
	SECTION
    7.03. 	Binding
    Effect	27
	SECTION
    7.04. 	Successors
    and Assigns	27
	SECTION
    7.05. 	GOVERNING
    LAW	27
	SECTION
    7.06. 	Waivers;
    Amendment; Several Agreement; Confidentiality	27
	SECTION
    7.07. 	WAIVER
    OF JURY TRIAL	28
	SECTION
    7.08. 	Severability	28
	SECTION
    7.09. 	Counterparts	28
	SECTION
    7.10. 	Headings	28
	SECTION
    7.11. 	Jurisdiction;
    Consent to Service of Process	29
	SECTION
    7.12. 	Termination	29
	SECTION
    7.13. 	Additional
    Grantors	29
	SECTION
    7.14. 	Financing
    Statements	30
	SECTION
    7.15. 	Collateral
    Agent Appointed Attorney-in-Fact	30
	SECTION
    7.16. 	Securities
    Act, etc.	31
	SECTION
    7.17. 	Collateral
    Agent	31




 




    -ii-


     


    

 


Schedules


 





	Schedule
    I	Investment
    Property
	Schedule II	Commercial Tort Claims
	Schedule III	Location, Chief Executive
    Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number
	Schedule IV	Locations of Equipment and
    Inventory
	Schedule V	Letters of Credit


 


Annexes


 


	Annex I	Form of
    Joinder Agreement


 




    -iii-


     


    

 


Security
Agreement


 


This
Security Agreement (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, this “Agreement”), dated as of May 24, 2018, is made by and among LogicMark,
LLC, a Delaware limited liability company (“Borrower”), Nxt-ID,
Inc., a Delaware corporation (“Parent”), each Subsidiary of Parent that is a party hereto or may become
a party hereto pursuant to Section 7.13 of this Agreement (together with Borrower and Parent, collectively, the “Grantors”)
and Sagard Holdings Manager LP (“Sagard”), as collateral agent
(in such capacity, and together with any successors in such capacity, the “Collateral Agent”) for the Secured
Parties (as defined in the Credit Agreement referred to below).


 


Recitals


 


A.Pursuant
to that certain Senior Secured Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), the Borrower, Sagard, in its capacity as
administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”)
and Collateral Agent, and the lenders party thereto from time to time (the “Lenders”), the Grantors are required
to enter into this Agreement.


 


B.Each
Grantor (other than the Borrower) has, pursuant to that certain Guaranty Agreement, dated as of the date hereof (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”), among Parent,
each of the Subsidiaries of Parent party thereto and the Administrative Agent, among other things, unconditionally guaranteed
the Obligations (as defined in the Credit Agreement) of the Borrower and the Loan Parties.


 


C.Each
of the Borrower and each other Grantor will receive substantial benefits from the execution and delivery of the Credit Agreement
and performance of the obligations thereunder and is, therefore, willing to enter into this Agreement.


 


D.This
Agreement is given by each Grantor in favor of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined)
to secure the payment and performance of all of the Secured Obligations (as hereinafter defined).


 



     


     


    

 


Now
Therefore, in consideration of the foregoing
and other benefits accruing each Grantor, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby makes
the following grant, agreements and representations and warranties to the Collateral Agent for the benefit of the Secured Parties
(and each of their respective successors and permitted assigns), as follows:


 


ARTICLE
I



Definitions


 


SECTION 1.01.
Uniform Commercial Code Defined Terms. Unless otherwise defined herein, terms used herein that are defined in the UCC shall
have the meanings assigned to them in the UCC, including the following which are capitalized herein:


 


“Accounts”;
“Certificate of Title”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity
Account”; “Commodity Contract”; “Commodity Customer”; “Commodity Intermediary”;
“Deposit Accounts”; “Documents”; “Electronic Chattel Paper”; “Entitlement
Holder”; “Entitlement Order”; “Equipment”; “Financial Assets”;
“Fixtures”; “Goods”; “Instruments” (as defined in Article 9 rather
than Article 3 of the UCC); “Inventory”; “Investment Property”; “Letter-of-Credit
Rights”; “Letters of Credit”; “Securities”; “Securities Account”;
“Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”;
and “Tangible Chattel Paper”.


 


SECTION 1.02.
Credit Agreement Defined Terms. Capitalized terms used but not otherwise defined herein that are defined in the Credit
Agreement shall have the meanings given to them in the Credit Agreement.


 


SECTION 1.03.
Definition of Certain Terms Used Herein. As used herein, the following terms shall have the following meanings:


 


“Account
Debtor” shall mean any Person who is or who may become obligated to any Grantor under, with respect to or on account
of an Account.


 


“Accounts
Receivable” shall mean all Accounts, chattel paper (including, without limitation, tangible chattel paper and electronic
chattel paper), instruments (including, without limitation, promissory notes), letter of credit rights, general intangibles (including,
without limitation, payment intangibles), and other obligations of any kind, whether or not arising out of or in connection with
the sale or lease of goods or the rendering of services and whether or not earned by performance, and all right, title and interest
in any returned goods, together with all rights, title, securities and guarantees with respect thereto, including, without limitation,
any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens, mortgages, pledges,
letters of credit, supporting agreements and other related contracts, whether voluntary or involuntary, in each case whether now
existing or owned or hereafter arising or acquired.


 


“Books
and Records” shall mean all instruments, files, records, ledger sheets and documents (including, without limitation,
customer lists, credit files, printouts and other computer output materials) evidencing, covering or relating to any of the Collateral.


 


“Borrower”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 






    	 	-2-	 



     


    

 


“Charges”
shall mean any and all property and other taxes, assessments and special assessments, levies, fees and all governmental charges
imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’,
maritime, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s
Liens and other claims arising by operation of law) against, all or any portion of the Collateral.


 


“Collateral”
shall mean with respect to each of the Grantors all of the following, in each case, whether now owned or hereafter acquired,
wherever located and whether now or hereafter existing or arising:


 





	 	(a)	Accounts;
	 	 	 
	 	(b)	Accounts Receivable;
	 	 	 
	 	(c)	Books and Records;
	 	 	 
	 	(d)	cash and Cash Equivalents;
	 	 	 
	 	(e)	Chattel Paper;
	 	 	 
	 	(f)	Commercial Tort Claims;
	 	 	 
	 	(g)	Deposit Accounts and Collateral Account Funds;
	 	 	 
	 	(h)	Documents;
	 	 	 
	 	(i)	Equipment;
	 	 	 
	 	(j)	Financial Assets;
	 	 	 
	 	(k)	Fixtures;
	 	 	 
	 	(l)	General Intangibles;
	 	 	 
	 	(m)	Goods;
	 	 	 
	 	(n)	Instruments;
	 	 	 
	 	(o)	Intellectual Property;
	 	 	 
	 	(p)	Inventory;
	 	 	 
	 	(q)	Investment Property;
	 	 	 
	 	(r)	Letter-of-Credit Rights;



 






    	 	-3-	 



     


    

 


	 	(s)	Letters of Credit;
	 	 	 
	 	(t)	Securities Accounts;
	 	 	 
	 	(u)	Securities Collateral;
	 	 	 
	 	(v)	Supporting Obligations;
	 	 	 
	 	(w)	to the extent not covered by clauses (a) through (v) of this definition, all other personal property, whether tangible or intangible; and
	 	 	 
	 	(x)	Proceeds of any and all of the foregoing;


 


provided
that, notwithstanding the foregoing, “Collateral” shall not include any Excluded Property; and provided,
further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times
from and after the date thereof to constitute Collateral (unless and to the extent such property thereafter constitutes Excluded
Property).


 


“Collateral
Account Funds” shall mean, collectively, the following from time to time on deposit in the Deposit Accounts and Securities
Accounts (other than any Excluded Accounts): all funds, investments (including, without limitation, all Cash Equivalents) and
all certificates and instruments from time to time representing or evidencing such investments; all notes, certificates of deposit,
checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on
behalf of any Grantor in substitution for, or in addition to, any or all of the Collateral; and all interest, dividends, cash,
instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the items constituting Collateral.


 


“Collateral
Agent” shall have the meaning assigned to such term in the Introductory paragraph of this Agreement.


 


“Collateral
Estate” shall have the meaning assigned to such term in Section 2.01.


 


“Computer
Software” shall mean all computer software, programs and databases (including, without limitation, source code, object
code and all related applications and data files), firmware and documentation and materials relating thereto, together with any
and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights
and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any
of the foregoing.


 


“Control”
shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104
of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106(d)
of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106(b)
of the UCC.


 






    	 	-4-	 



     


    

 


“Control
Agreement” shall mean an agreement in form and substance reasonably acceptable to the Collateral Agent for the purpose
of effecting Control with respect to any Deposit Account, Securities Account or Commodity Account.


 


“Copyright
License” shall mean each written agreement, now or hereafter in effect, granting any right to any third party under
any Copyright now or hereafter owned by any Grantor or which such Grantor otherwise has the right to license, or granting any
right to such Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any
such agreement.


 


“Copyrights”
shall mean, collectively, with respect to each Grantor, all copyrights (whether statutory or common law, whether registered
or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Grantor, in
each case, whether now owned or hereafter created or acquired by or assigned to such Grantor, including, without limitation, the
copyrights, registrations and applications listed in Schedule 5.17 of the Credit Agreement, together with any and
all (i) rights and privileges arising under applicable law with respect to such Grantor’s use of such copyrights and
(ii) reissues, renewals, continuations and extensions thereof.


 


“Credit
Agreement” shall have the meaning assigned to such term in the Recitals of this Agreement.


 


“Excluded
Accounts” shall mean accounts used solely as, in each case, payroll accounts, health savings accounts, tax withholding
or other fiduciary deposit accounts.


 


“Excluded
Property” shall have the meaning specified in the Credit Agreement.


 


“General
Intangibles” shall mean, collectively, all “general intangibles,” as such term is defined in the UCC, and
in any event shall include, without limitation, all choses in action and causes of action and all other intangible personal property
of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including all rights and interests in
partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business
records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap
Contracts and other agreements), Intellectual Property, goodwill, registrations, franchises and tax refund claims.


 


“Grantors”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Intellectual
Property” shall mean all intellectual and similar property of any Grantor of every kind and nature now owned by a Grantor,
or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Computer Software, Licenses, Trademarks,
Trade Secrets, confidential or proprietary technical and business information and other data or information, software and databases
and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements
and accessions to, and books and records describing or used in connection with, any of the foregoing.


 






    	 	-5-	 



     


    

 


“Lenders”
shall have the meaning assigned to such term in the Recitals of this Agreement.


 


“License”
shall mean any Patent License, Trademark License or Copyright License providing for the grant by or to any Grantor of any
right to or under any Intellectual Property including, without limitation, those listed on Schedule 5.17 of the Credit
Agreement.


 


“Patent
License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make,
use or sell any invention on which a Patent, now or hereafter owned by any Grantor or which any Grantor otherwise has the right
to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or
hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.


 


“Patents”
shall mean all of the following now owned or hereafter acquired by a Grantor: (a) all industrial designs, mask works,
letters patent, all registrations and recordings thereof, and all applications for letters patent, including registrations, recordings
and pending applications in the United States Patent and Trademark Office, including those listed on Schedule 5.17
of the Credit Agreement, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof,
and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed
therein and all improvements thereto.


 


“Permitted
Liens” means any Liens permitted under Section 7.01 of the Credit Agreement.


 


“Pledged
Debt Securities” shall have the meaning assigned to such term in the definition of “Securities Collateral”.


 


“Proceeds”
shall mean, collectively, all “proceeds,” as such term is defined in the UCC, and in any event shall include,
without limitation, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property
that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received
from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion
of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments
received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the
right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past,
present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past,
present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark
License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past,
present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned
by any Grantor or licensed under a Copyright License, (c) income, fees, royalties and payments now or hereafter due and/or
payable with respect to any Intellectual Property and (d) any and all other amounts from time to time paid or payable under
or in connection with any of the Collateral.


 






    	 	-6-	 



     


    

 


“Secured
Obligations” means all Obligations of each Grantor now or hereafter existing under the Loan Documents.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Collateral Agent and the Lenders.


 


“Security
Interest” shall have the meaning assigned to such term in Section 3.01(a).


 


“Securities
Collateral” means (a)(i) all debt securities owned by any Grantor (including the property listed opposite the name
of each Grantor on Schedule I hereto), (ii) all debt securities in the future issued to any Grantor and (iii) all
promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities”);
(b) subject to Section 5.13, all payments of principal or interest, dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of the securities
referred to in clauses (a) above; (c) subject to Section 5.13, all rights and privileges of any Grantor
with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all
Proceeds of any and all of the foregoing; provided that no Excluded Property shall constitute Securities Collateral.


 


“Trademark
License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use
any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any
Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such
agreement.


 


“Trademarks”
shall mean all of the following now owned or hereafter acquired by a Grantor: (a) all trademarks, service marks, domain
names, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos,
slogans other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted
or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith,
including registrations and registration applications in the United States Patent and Trademark Office or any State of the United
States, and all extensions or renewals thereof, including those listed on Schedule 5.17 of the Credit Agreement, (b) all
goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect
or embody such goodwill.


 


“Trade
Secrets” shall mean all confidential and proprietary information, including, without limitation, know-how, show-how,
trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases
and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information,
business and marketing plans and customer and supplier lists and information, and all other intellectual, industrial and intangible
property of any type, including, without limitation, industrial designs and mask works.


 






    	 	-7-	 



     


    

 


“UCC”
shall mean the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided, however,
that if by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Collateral Agent’s
and the Secured Parties’ security interest in any item or portion of the Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect on the date hereof in such other jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of definitions relating to such provisions.


 


SECTION 1.04.
Rules of Construction. Unless the context otherwise requires:


 


(1)a
term has the meaning assigned to it;


 


(2)an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)“or”
is not exclusive;


 


(4)words
in the singular include the plural, and in the plural include the singular; and


 


(5)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.


 


ARTICLE
II



Authority of Collateral Agent


 


SECTION 2.01.
General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement
and the Collateral Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral
Agent as its agent hereunder and under the Collateral Documents, (ii) to confirm that the Collateral Agent shall have the
authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral
Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured
Party shall not take any action to enforce any provisions of this Agreement or any Collateral Document against any Grantor or
to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral
Documents.


 


(b)The
Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral
Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right,
title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions
set forth in this Agreement and the other Loan Documents; and the Collateral Agent further agrees that it will hold such Collateral
Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject
to the limitations and priorities set forth herein and in the respective Loan Documents) and as security for the performance
of and compliance with the covenants and conditions of this Agreement and each of the Loan Documents.


 






    	 	-8-	 



     


    

 


SECTION 2.02.
Exercise of Powers. All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be
exercised by the Collateral Agent in respect of any Collateral Document as though set forth in full therein and all of the powers,
remedies and rights of the Collateral Agent as set forth in any Collateral Document may be exercised from time to time as herein
and therein provided.


 


SECTION 2.03.
Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Collateral Agent herein or in the Loan Documents
is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition
to every other remedy conferred herein or in any Loan Document or now or hereafter existing at law or in equity or by statute.


 


(b)No
delay or omission by the Collateral Agent to exercise any right, remedy or power hereunder or under any Loan Document shall impair
any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this
Agreement or any Loan Document to the Collateral Agent may be exercised from time to time and as often as may be deemed expedient
by the Collateral Agent.


 


(c)If
the Collateral Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any Loan Document and
the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined
adversely to the Collateral Agent, then the Grantors, the Collateral Agent and the other Secured Parties shall, subject to any
determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder
with respect to the Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Collateral
Agent shall continue as though no such proceeding had been taken.


 


SECTION 2.04.
Waiver and Estoppel. (a) Subject to the terms of the Collateral Documents, each Grantor agrees, to the extent it may
lawfully do so, it will not at any time in any manner whatsoever claim, or take the benefit or advantage of, any appraisement,
valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the
Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance
or enforcement of this Agreement or any Loan Document and hereby waives all benefit or advantage of all such laws and covenants
that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent in this Agreement or any Loan
Document but will suffer and permit the execution of every such power as though no such law were in force; provided that
nothing contained in this Section 2.04(a) shall be construed as a waiver of any rights of the Grantors under any applicable
federal bankruptcy law or state insolvency law or any applicable foreign bankruptcy or insolvency law.


 


(b)Each
Grantor, to the extent it may lawfully do so, on behalf of itself and all Persons under its control who may claim through or under
it, including without limitation any and all subsequent creditors, vendees, assignees and licensors, waives and releases all rights
to demand or to have any marshaling of the Collateral upon any sale, whether made under any power of sale granted herein or in
any Loan Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Loan
Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety.


 






    	 	-9-	 



     


    

 


(c)Each
Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices
explicitly required hereunder or under any Loan Document) in connection with this Agreement and the Loan Documents and any
action taken by the Collateral Agent with respect to the Collateral.


 


SECTION 2.05.
Limitation on Collateral Agent’s Duty in Respect of Collateral. Except for the safe custody of any Collateral in
its possession and to account to the Secured Parties and the Grantors for moneys and other property received by it hereunder or
under any Collateral Document and any other express duties specified herein, in the Credit Agreement or in the Collateral Documents,
the Collateral Agent shall not have any duty to the Grantors or to the Secured Parties as to any Collateral in its possession
or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of
rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially
equal to that which it accords its own property.


 


SECTION 2.06.
Limitation by Law. All rights, remedies and powers provided in this Agreement or any Collateral Document may be exercised
only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions hereof are
intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement invalid, unenforceable in whole or in part or not entitled to be recorded,
registered or filed under the provisions of any applicable law.


 


SECTION 2.07.
Rights of Secured Parties in Respect of Secured Obligations. Notwithstanding any other provision of this Agreement or any
Collateral Document, the right of each Secured Party to receive payment of the Secured Obligations held by such Secured Party
when due (whether at the stated maturity thereof, by acceleration or otherwise), as expressed in the instruments evidencing or
agreements governing such Secured Obligations or to institute suit for the enforcement of such payment on or after such due date,
shall not be impaired or affected without the consent of such Secured Party given in the manner prescribed by the instruments
evidencing or agreements governing such Secured Obligations.


 


The
provisions of this Article II are without limitation to the provisions under Article IX of the Credit Agreement relating
to the Collateral Agent.


 


ARTICLE
III



Security Interest


 


SECTION 3.01.
Security Interest. (a) As security for the timely payment or performance, as the case may be, in full of the Secured
Obligations, each Grantor hereby grants to the Collateral Agent and its successors and permitted assigns, for the benefit of the
Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral
of such Grantor, in each case, whether now existing or owned or hereafter arising or acquired, and wherever located. The Liens
granted hereunder to secure the Secured Obligations are referred to herein as the “Security Interest”.


 






    	 	-10-	 



     


    

 


(b)Without
limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including fixture
filings and financing statements that describe the Collateral as “all assets” or words of similar effect, regardless
of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC), continuation
statements, filings with the United States Patent and Trademark Office, United States Copyright Office or other documents for
the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, or the
priority thereof without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent
as secured party.


 


SECTION 3.02.
No Assumption of Liability. The Security Interest is granted as security only and shall not subject the Collateral Agent
or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising
out of the Collateral.


 


SECTION 3.03.
Delivery of the Securities Collateral. (a) Upon delivery to the Collateral Agent, (i) any certificated Pledged
Debt Securities now or hereafter included in the Securities Collateral shall be accompanied by stock or bond powers duly executed
in blank and (ii) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments
of assignment duly executed by the applicable Grantor. Each subsequent delivery of Pledged Debt Securities shall be accompanied
by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement
to Schedule I and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.


 


(b)Each
Grantor agrees to promptly (and in any event within five (5) Business Days or the applicable time period required therefor in
accordance with the Credit Agreement) deliver or cause to be delivered to the Collateral Agent any and all certificates or other
instruments or documents representing the Pledged Debt Securities and other Securities Collateral required to be pledged to the
Collateral Agent pursuant to the Loan Documents, subject to the exceptions and threshold amounts for Instruments and Tangible
Chattel Paper specified in Section 4.09(a) hereof.


 


(c)Each
Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any Person to be evidenced by a duly executed promissory
note that is pledged and delivered to the Collateral Agent within five (5) Business Days of receipt thereof pursuant to the terms
hereof subject to the exceptions and threshold amounts for Instruments and Tangible Chattel Paper specified in Section 4.09(a)
hereof.


 






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ARTICLE
IV


 


Representations and Warranties


 


The
Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:


 


SECTION
4.01. Title and Authority. Each Grantor has good and valid rights in and title to the Collateral with respect to which
it has purported to grant a Security Interest hereunder and has all necessary power and authority to grant to the Collateral Agent
the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has
been obtained and is in full force and effect.


 


SECTION
4.02. Investment Property. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11
and 7.13 hereof, set forth on Schedule I hereto (as such schedule may be amended or supplemented from time
to time) is a true, complete and correct list, in each case to the extent constituting Collateral, of all Indebtedness owed to
such Grantor and all other investment property (including, without limitation, all (A) securities, whether certificated or
uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity
accounts) of such Grantor, setting forth (i) in Part I of Schedule I all Indebtedness owed to such
Grantor, the issuer thereof, description thereof, debt certificate number(s), final maturity and outstanding principal amount
of such Indebtedness and (ii) in Part II of Schedule I, all other investment property owned by such
Grantor, the issuer thereof, name of investment, certificate number(s), amount and other identification of such investment property.


 


SECTION
4.03. Identity, Etc. of Grantors. As of the date hereof and the date of delivery of any supplemental Schedules pursuant
to Sections 5.11 and 7.13 hereof, set forth on Schedule III hereto (as such schedule may be amended
or supplemented from time to time) is a true, complete and correct list showing such Grantor’s exact legal name (as it appears
in its certificate or articles of incorporation, limited liability membership agreement or similar organizational document, in
each case as amended to the date hereof or the date of any amendment permitted under the Credit Agreement), location, address
of chief executive office (and, if different, principal place of business), type of organization, jurisdiction of organization
and organizational I.D. number (including taxpayer identification number), and, except as permitted under Section 5.10, there
have been no changes in the name of such Grantor or in any other information as to such Grantor reflected on Schedule III
hereto during the five years preceding the date hereof.


 


SECTION
4.04. Location of Equipment. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Section
7.13 hereof, set forth on Schedule IV hereto (as such schedule may be amended or supplemented from time to time)
is a true, complete and correct list of the locations of such Grantor’s material tangible assets, including, without limitation,
such Grantor’s equipment and inventory.


 






    	 	-12-	 



     


    

 


SECTION
4.05. Letters of Credit. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Section 7.13
hereof, set forth on Schedule V hereto (as such schedule may be amended or supplemented from time to time) is
a true, complete and correct list of all letters of credit of which such Grantor is a beneficiary or assignee, showing for each
such letter of credit the issuer thereof, nominated person (if any), account party, number, maximum available amount and date.


 


SECTION
4.06. Filings. (a) As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11
and 7.13 hereof, all information set forth herein, including the Schedules annexed hereto (as such schedules may be
amended or supplemented from time to time), is correct and complete, in all material respects. As of the date hereof and the date
of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, the Collateral described
on the Schedules annexed hereto (as such schedules may be amended or supplemented from time to time) constitutes all of the property
of such type of Collateral owned or held by the Grantors. Fully completed UCC financing statements (including fixture filings,
as applicable) containing a description of the Collateral have been prepared for filing in each governmental, municipal or other
office specified on Schedule 5.08 to the Credit Agreement. Upon (i) the filing of fully completed UCC financing
statements with the appropriate filing offices of each jurisdiction specified on Schedule 5.08 of the Credit Agreement
and (ii) the taking of possession or control by the Collateral Agent of the Collateral to the extent possession or control
by the Collateral Agent is required by this Agreement, the Collateral Agent for the benefit of the Secured Parties will have a
perfected security interest under U.S. law in respect of all Collateral, to the extent such security interest can be perfected
under the UCC by such filings and by taking such possession or control.


 


(b)With
respect to all Collateral consisting of United States registered Patents, United States registered Trademarks and United States
registered Copyrights, as of the date hereof, a fully executed Intellectual Property Security Agreement (as defined in the Credit
Agreement) has been prepared for recordation with the United States Patent and Trademark Office and the United States Copyright
Office pursuant to 35 U.S.C. § 261, 15 U.S.C. §1060 and 17 U.S.C. § 205. Upon the recordation of such Intellectual
Property Security Agreement with the United States Patent and Trademark Office and United States Copyright Office, as applicable,
and the filing of proper UCC financing statements with the appropriate filing offices of each jurisdiction specified in Schedule 5.08
of the Credit Agreement, the Collateral Agent for the benefit of the Secured Parties will have a perfected security interest
under U.S. law in respect of all Collateral consisting of Patents, Trademarks and Copyrights registered in the United States in
the name of any Grantor as of the date hereof, to the extent such security interest can be perfected by such recordation and filings.


 


SECTION
4.07. Validity of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in
all the Collateral, securing the payment and performance of the Secured Obligations, (b) subject to the filings described
in Section 4.06, a perfected security interest in all Collateral in which a security interest may be perfected by
filing, recording or registering a financing statement, intellectual property security agreement or analogous document in the
United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC in such jurisdictions,
and (c) subject to compliance by the Grantors with Section 4.09, a perfected Security Interest in all Collateral
consisting of Instruments and certificated securities in which a security interest may be perfected by possession by the Collateral
Agent, in each case, to the extent required pursuant to the provisions hereof or of the other Loan Documents. The Security Interest
is and shall be prior to any other Lien on any of the Collateral, except as otherwise permitted under Section 7.01 of the
Credit Agreement.


 






    	 	-13-	 



     


    

 


SECTION
4.08. Limitations on and Absence of Other Liens. The Collateral is owned by the Grantors free and clear of any Lien, except
for Permitted Liens. The Grantors have not filed or consented to the filing of (a) any financing statement, intellectual
property security agreement or analogous document under the UCC or any other applicable laws covering any Collateral, (b) any
assignment or collateral assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument
covering any Collateral with the United States Patent and Trademark Office and the United States Copyright Office or (c) any
assignment in which any Grantor assigns or collaterally assigns any Collateral or any security agreement or similar instrument
covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document,
assignment, security agreement or similar instrument is still in effect, except, in each case, for those relating to Permitted
Liens.


 


SECTION
4.09. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral
Agent to enforce, the Collateral Agent’s Security Interest, each Grantor agrees, in each case at such Grantor’s own
expense, to take the following actions with respect to the following Collateral:


 


(a)Instruments
and Tangible Chattel Paper. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11
and 7.13 hereof, each Instrument and each item of Tangible Chattel Paper specified in Schedule I hereto
(as such schedule may be amended or supplemented from time to time) in excess of the amounts specified in the next succeeding
sentence has been properly endorsed, assigned and delivered to the Collateral Agent, and, if necessary, accompanied by instruments
of transfer or assignment duly executed in blank. If any amount (i) individually in excess of $100,000 or, (ii) together
with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Collateral Agent,
in excess of $250,000 in the aggregate for all Grantors, in each case payable under or in connection with any of the Collateral,
shall be evidenced by any Instrument or Tangible Chattel Paper constituting Collateral, the Grantor acquiring such Instrument
or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the
Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may
from time to time request; provided, however, that, so long as no Event of Default shall have occurred and be continuing,
the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary
for collection in the ordinary course of such Grantor’s business, and without limiting the obligations of the Grantors hereunder.


 






    	 	-14-	 



     


    

 


(b)Deposit
Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as of the date hereof and the
date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A) it has neither
opened nor maintains any Deposit Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented
from time to time), (B) it has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those
listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time) and (C) it does
not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities
Collateral, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I hereto (as such schedule
may be amended or supplemented from time to time).


 


(ii) In
the event the Grantors have cash, Investment Property or other funds maintained in any Deposit Accounts, Securities Accounts and/or
Commodity Accounts (other than Excluded Accounts), Borrower shall promptly notify the Collateral Agent, and the Collateral Agent
and the applicable Grantor shall (x) within seven (7) days (or such longer period as the Collateral Agent may agree in its
sole discretion) after the date hereof with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing
on the Closing Date, and (y) with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts created
after the date hereof, promptly thereafter, enter into Control Agreements in favor of the Collateral Agent for the benefit of
the Secured Parties with the banks, Securities Intermediaries or Commodity Intermediaries with which its Deposit Accounts, Securities
Accounts and Commodity Accounts (other than Excluded Accounts) are maintained granting to the Collateral Agent Control over such
accounts. The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to Collateral Agent’s
Control, the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to
any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any
Deposit Account or, in the case of a Securities Account or Commodity Account subject to Collateral Agent’s Control, the
Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities,
Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing
rights by such Grantor, unless, in each case, an Event of Default has occurred and is continuing.


 


(iii) If
any Grantor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other
Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually,
or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests
constituting Excluded Property), such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied
by such instruments of transfer or assignment duly executed in blank. If any securities now or hereafter acquired by any Grantor
(w) constituting Investment Property required to be pledged under the Credit Agreement having a fair market value in excess
of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding
any Equity Interests constituting Excluded Property), are uncertificated and are held in accounts required to be subject to a
Control Agreement pursuant to clause (ii) of this Section 4.09(b) and are not subject to a Control Agreement in favor
of the Collateral Agent, such Grantor shall promptly notify the Collateral Agent, and the Collateral Agent shall notify the Lenders
thereof. Such Grantor shall cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities,
without further consent of any Grantor. Notwithstanding the foregoing, unless otherwise required by Section 6.11 of the Credit
Agreement, no Grantor will be required to endorse, assign and deliver any certificated securities or cause the issuer to agree
to comply with instructions from the Collateral Agent with respect to any Investment Property or other Securities Collateral of
any CFC or Foreign Subsidiary in excess of 65% of the issued and outstanding voting Equity Interests of such CFC or Foreign Subsidiary.


 






    	 	-15-	 



     


    

 


(iv) As
between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property,
and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained
as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity
Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b)
shall release or relieve any Person of its duties and obligations under any Control Agreement or under applicable law.


 


(v) Each
Grantor shall promptly pay all Charges and fees with respect to the Investment Property in which a security interest is granted
by it under this Agreement, except that no such Charge or fee need be paid if the amount or validity thereof is currently being
contested in good faith, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor,
and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the
Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor
shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but is not obligated
to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all
liabilities, costs and expenses incurred by the Collateral Agent under this Section 4.09(b)(v).


 


(c)Electronic
Chattel Paper and Transferable Records. If any amount (i) individually in excess of $100,000 or, (ii) together with
all amounts payable evidenced by any Electronic Chattel Paper or transferable record as to which control was not previously given
to the Collateral Agent, in excess of $250,000 in the aggregate for all Grantors, in each case payable under or in connection
with any of the Collateral, shall be evidenced by any Electronic Chattel Paper or any “transferable record,” as that
term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16
of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Grantor acquiring such Electronic Chattel
Paper or transferable record shall promptly notify the Collateral Agent. Such Grantor shall take such action as the Collateral
Agent may reasonably request to vest in the Collateral Agent for the benefit of the Secured Parties control under UCC Section 9-105
of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction,
of such transferable record. The Collateral Agent will arrange for the Grantor to make alterations to the Electronic Chattel Paper
or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as applicable, that
a party in control may allow without loss of control, unless an Event of Default has occurred and is continuing or would occur
after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.


 






    	 	-16-	 



     


    

 


(d)Letter-of-Credit
Rights. If any Grantor is at any time a beneficiary under a Letter of Credit now or hereafter issued in favor of such Grantor
in a face amount individually in excess of $100,000 or together with all amounts payable evidenced by any Letter-of-Credit Rights
not previously delivered to the Collateral Agent in excess of $250,000 in the aggregate for all Grantors, such Grantor shall promptly
notify the Collateral Agent, and the Collateral Agent shall notify the Lenders and, such Grantor shall use commercially reasonable
efforts to (unless the Collateral Agent consents otherwise) either (i) arrange for the issuer and any confirmer of such Letter
of Credit to consent to an assignment to the Collateral Agent for the benefit of the Secured Parties of the proceeds of any drawing
under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of
Credit.


 


(e)Commercial
Tort Claims. As of the date hereof and the date of each delivery of any supplemental Schedules pursuant to Sections 5.11
and 7.13 hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims other than those
listed on Schedule II hereto (as such schedule may be amended or supplemented from time to time). If any Grantor shall
at any time hold or acquire a Commercial Tort Claim having a value (i) individually in excess of $100,000 or, (ii) together
with all amounts payable evidenced by any Commercial Tort Claims not previously delivered to the Collateral Agent, in excess of
$250,000 in the aggregate for all Grantors, such Grantor shall promptly notify the Collateral Agent. Such Grantor shall grant
to the Collateral Agent for the benefit of the Secured Parties in writing signed by such Grantor a security interest therein and
in the Proceeds thereof, all upon the terms of this Agreement. The Grantor(s) shall have sole control of all aspects of Commercial
Tort Claims that are subject to this Section 4.09(e) unless and until an Event of Default has occurred and is continuing,
the Secured Obligations have been accelerated as set forth in Article VIII of the Credit Agreement and the Collateral Agent
or the other Secured Parties have begun exercising rights with respect to other Collateral under this Agreement and as set forth
in Article VIII of the Credit Agreement.


 


SECTION
4.10. No Conflicts, Consents, etc. In the event that an Event of Default has occurred and is continuing and the Collateral
Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and
determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then,
upon the reasonable request of the Collateral Agent, such Grantor agrees to use commercially reasonable efforts to assist and
aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies,
rights and powers.


 






    	 	-17-	 



     


    

 


SECTION
4.11. Intellectual Property. Each Grantor is the exclusive owner of all right, title and interest in or is otherwise entitled
to use all Intellectual Property used in or material to the operation of such Grantor’s business subject only to the terms
of the Licenses. All necessary registration, maintenance and renewal fees currently due and owing in connection with the Copyrights,
Patents and Trademarks listed on Schedule 5.17 of the Credit Agreement have been paid, and all necessary documents,
recordations and certifications in connection therewith have been filed with the relevant authorities to record and perfect each
Grantor’s interest and chain of title in such Copyrights, Patents and Trademarks, and such Copyrights, Patents and Trademarks
are valid and enforceable. No claim has been asserted and is pending by any Person with respect to the use by any Grantor of any
Intellectual Property or challenging or questioning the validity or enforceability of any Intellectual Property necessary for
the conduct of the business of any Grantor. To the knowledge of the Grantors, no Person is engaging in any activity that infringes,
misappropriates or otherwise violates or conflicts with any Intellectual Property. Each Grantor has taken commercially reasonable
measures to maintain the confidentiality and value of all Trade Secrets used or held for use in the operation of the business
of such Grantor. To the knowledge of the Grantors, no Trade Secrets have been disclosed by any Grantor except pursuant to valid
and appropriate non-disclosure and/or license agreements that have not been breached. The operation of each Grantor’s business
as currently conducted or as contemplated to be conducted and the use of the Intellectual Property in connection therewith do
not infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party.


 


SECTION
4.12. Securities Collateral. (a) As of the date hereof and the date of delivery of any supplemental Schedules pursuant
to Sections 5.11 and 7.13 hereof, each Grantor is the direct owner, beneficially and of record, of the Pledged
Debt Securities indicated on Schedule I (as such schedule may be amended or supplemented from time to time) and holds
the same free and clear of all Liens other than Permitted Liens.


 


(b)No
Grantor will make any assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in
or other Lien on, the Securities Collateral, other than Liens securing the Secured Obligations.


 


(c)Subject
to Sections 3.03, 4.09(b)(iii) and 5.13, each Grantor will cause any and all Securities Collateral (whether
for value paid by such Grantor or otherwise) to be delivered to the Collateral Agent and pledged or assigned hereunder.


 


(d)All
of the Pledged Debt Securities issued by any Grantor have been duly authorized, executed and delivered and, as of the date hereof,
to the knowledge of such Grantor, are the enforceable obligations of the issuer thereof.


 


(e)As
of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13
hereof, Schedule I hereof (as such schedule may be amended or supplemented from time to time) sets forth all of the
Subsidiaries of each Loan Party whose Equity Interests are required to be pledged pursuant to Section 6.11 of the Credit
Agreement and the Collateral and Guarantee Requirement of the Credit Agreement.


 






    	 	-18-	 



     


    

 


ARTICLE
V



Covenants


 


SECTION
5.01. Protection of Security. Each Grantor shall, at its own cost and expense, take any and all actions reasonably necessary
to defend its right, interest and title in and to the Collateral against all Persons (other than, as to Permitted Liens, the holders
of Permitted Liens) and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against
any Lien other than Permitted Liens.


 


SECTION
5.02. Further Assurances. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly
filed all such further instruments, agreements and documents and take all such actions as the Collateral Agent may from time to
time reasonably request to assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby
and by the other Loan Documents, including, without limitation, the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements
or other documents in connection herewith or therewith.


 


SECTION
5.03. Taxes; Encumbrances. During the continuance of an Event of Default, the Collateral Agent at its option may discharge
past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the
Collateral except to the extent the same constitute Permitted Liens, and may pay for the maintenance and preservation of the Collateral
to the extent any Grantor fails to do so as required by this Agreement and each Grantor jointly and severally agrees to reimburse
the Collateral Agent on demand for any payment made or any reasonable documented expense incurred by the Collateral Agent pursuant
to the foregoing authorization; provided, however, that nothing in this Section 5.03 shall be interpreted
as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure
or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security
interests or other encumbrances or maintenance or preservation as set forth herein or in the other Loan Documents.


 


SECTION
5.04. Assignment of Security Interest. If at any time any Grantor shall take a security interest in any property of an
Account Debtor or any other Person to secure payment and performance of an Account in an amount in excess of $250,000, such Grantor
shall promptly assign such security interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need
not be filed of public record unless necessary to continue the first priority and perfected status of the Security Interest of
the Collateral Agent against creditors of and transferees from the Account Debtor or other Person granting the security interest.


 


SECTION
5.05. Continuing Obligations of the Grantors. Each Grantor shall remain liable to observe and perform all the conditions
and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all
in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless
each of the Collateral Agent, each Secured Party and each of their respective affiliates, agents and representatives from and
against any and all liability for such performance except to the extent resulting from the gross negligence or willful misconduct
of the Collateral Agent or such Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction.


 






    	 	-19-	 



     


    

 


SECTION
5.06. Use and Disposition of Collateral. None of the Grantors shall grant any Lien in respect of the Collateral other than
Liens securing the Secured Obligations and Permitted Liens.


 


SECTION
5.07. Limitation on Modification of Accounts. Subject in each case to its reasonable business judgment, none of the Grantors
will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any of the Accounts
Receivable in excess of $250,000, compromise, compound or settle the same for less than the full amount thereof, release, wholly
or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions,
credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with such Grantor’s
collection practices as in effect from time to time.


 


SECTION
5.08. Insurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical
loss or damage to the Inventory and Equipment in accordance with Section 6.07 of the Credit Agreement, and the Collateral
Agent shall be named as the loss payee and/or additional insured, as applicable, thereunder. Each Grantor irrevocably makes, constitutes
and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent), for so long as any
Secured Obligations remain outstanding, as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose,
during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies
of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of
such policies of insurance and for making all determinations and decisions with respect thereto. So long as no Event of Default
has occurred and is continuing, all actions to be taken with respect to the making, settling and adjusting of claims under insurance
policies may be taken by the Grantors without any requirement of participation or consent from the Collateral Agent.


 


SECTION
5.09. Certain Covenants Regarding Intellectual Property. (a) With respect to each item of its Intellectual Property
that is material to the conduct of each Grantor’s business, each Grantor agrees to take, at its expense, all commercially
reasonable steps, including, without limitation, with respect to Intellectual Property owned by such Grantor that is registered
or for which an application for registration is pending, in the U.S. Patent and Trademark Office and the U.S. Copyright Office,
to maintain the validity and enforceability of such Intellectual Property. No Grantor shall, without the written consent of the
Collateral Agent, discontinue use of or otherwise abandon any of its Intellectual Property, or abandon any right to file an application
for Patent, Trademark, or Copyright, unless such Grantor shall have determined that such use or the pursuit or maintenance of
such Intellectual Property is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would
not be reasonably likely to have a Material Adverse Effect.


 






    	 	-20-	 



     


    

 


(b)Each
Grantor shall use proper statutory notice as required by law in connection with its use of each item of its Intellectual Property.
No Grantor shall do or authorize any act or knowingly omit to do any act whereby any of its material Intellectual Property is
likely to lapse or become invalid or unenforceable or placed in the public domain.


 


(c)Each
Grantor shall notify the Collateral Agent as soon as practicable if it knows that any Patent, Trademark or Copyright material
to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development
including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark
Office or United States Copyright Office or other proceeding with respect to its Intellectual Property regarding such Grantor’s
ownership of any Patent, Trademark or Copyright material to the conduct of its business, or its right to register the same, or
to keep and maintain the same.


 


(d)In
the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following
the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark
or Copyright), such Grantor shall, with the delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13
hereof, notify the Collateral Agent and such Grantor shall execute and deliver any and all agreements, instruments, documents
and papers as are necessary to evidence the Secured Parties’ security interest in such Patent, Trademark or Copyright or
application therefor, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings
solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with
an interest, is irrevocable until this Agreement is terminated.


 


(e)Each
Grantor will take all commercially reasonable steps that are consistent with its reasonable business judgment in any proceeding
before the United States Patent and Trademark Office, United States Copyright Office or any other proceeding with respect to its
Intellectual Property to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and
to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights
that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits
of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment,
to initiate opposition, interference and cancellation proceedings against third parties.


 


(f)In
the event that any Grantor has reason to believe that any Intellectual Property which is material to its business has been or
is about to be infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Collateral Agent
and shall, if consistent with its reasonable business judgment, promptly sue for infringement, misappropriation or dilution and
to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as are appropriate
under the circumstances to protect such Collateral.


 






    	 	-21-	 



     


    

 


(g)To
each Grantor’s knowledge, on and as of the date hereof, such Grantor is not infringing upon any patent, trademark or copyright
of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be
expected to) result in a material adverse effect on the value or utility of the Collateral consisting of Intellectual Property
or any portion thereof material to the use and operation of the Collateral and no proceedings have been instituted or are pending
against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by
such Grantor, alleging any such violation.


 


(h)Upon
and during the continuance of an Event of Default, each Grantor shall upon the written request of the Collateral Agent use its
commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent
License or Trademark License, in each case, material to the conduct of such Grantor’s business to effect the assignment
of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.


 


SECTION
5.10. Location of Collateral; Post Closing Changes. (a) Each Grantor will keep its material tangible assets, including
equipment and inventory, at the places specified in Schedule IV hereto (as such schedule may be amended or supplemented
from time to time) or, upon 30 days’ (or such shorter time as the Collateral Agent may agree) prior written notice to the
Collateral Agent, at such other places designated by such Grantor in such notice and (b) no Grantor will change its name,
structure, legal existence, type of organization, jurisdiction of organization, tax identification number, organizational identification
number or location or chief executive office from those set forth in Schedule III hereto (as such schedule may be
amended or supplemented from time to time) without giving the Collateral Agent at least ten (10) Business Day’s prior written
notice (or such lesser time as may be agreed by the Collateral Agent).


 


SECTION
5.11. Supplemental Schedules. Concurrently with the delivery of each Compliance Certificate pursuant to Section 6.01(d)
of the Credit Agreement, the Grantors shall deliver written supplements to Schedules I and IV annexed hereto, updating the
information set forth in such Schedules (as supplemented from time to time) or a confirmation that there has been no material
change in such information since the date hereof or the most recently delivered Schedules.


 


SECTION
5.12. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the
right to hold the Pledged Debt Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or
the name of the Grantors, endorsed or assigned in blank or in favor of the Collateral Agent; provided that the Collateral
Agent shall not exercise any such right unless an Event of Default is continuing and Collateral Agent has provided prior written
notice thereof to the Grantors. During the continuance of any Event of Default, each Grantor will promptly give to the Collateral
Agent copies of any notices or other communications received by it with respect to Pledged Debt Securities registered in the name
of such Grantor. During the continuance of any Event of Default, the Collateral Agent shall at all times have the right to exchange
the certificates representing Pledged Debt Securities for certificates of smaller or larger denominations for any purpose consistent
with this Agreement.


 






    	 	-22-	 



     


    

 


SECTION
5.13. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and
be continuing:


 


(i) Each
Grantor shall have the right to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged
Debt Securities or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement and
the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if
the result thereof would reasonably be expected to materially and adversely affect the rights and remedies of any of the Secured
Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise
the same;


 


(ii) The
Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies,
powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise
the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive
the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and


 


(iii) Subject
to the next two sentences, each Grantor shall be entitled to receive and retain any and all cash dividends, interest, principal
and other amounts paid on the Pledged Debt Securities to the extent and only to the extent that such cash dividends, interest,
principal and other amounts are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement,
the other Loan Documents and applicable laws. All noncash dividends, interest, principal and other amounts, and all dividends,
interest, principal and other amounts paid or payable in cash or otherwise in connection with a partial or total liquidation or
dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred
to in the preceding sentence) made on or in respect of the Pledged Debt Securities, whether paid or payable in cash or otherwise,
whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged
Debt Securities or received in exchange for Pledged Debt Securities or any part thereof, or in redemption thereof, or as a result
of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall
be and become part of the Securities Collateral (except to the extent constituting Excluded Property), and, if any Grantor receives
any certificated securities or property not constituting Excluded Property (x) in a transaction not permitted by the Credit Agreement
or, (y) upon the occurrence and during the continuance of an Event of Default, in connection with the preceding sentences
of this subparagraph (iii), such securities or property shall be forthwith delivered to the Collateral Agent in the same
form as so received (with any necessary endorsement).


 






    	 	-23-	 



     


    

 


(b)Upon
the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal
or other amounts that such Grantor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such
rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest, principal or other amounts. All dividends, interest, principal or other amounts received
by the Grantor contrary to the provisions of this Section 5.13 shall be held in trust for the benefit of the Collateral
Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent
upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to
or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be applied in accordance with
the provisions of Section 6.02. Within ten (10) Business Days after all such Events of Default have been cured or
waived, the Collateral Agent shall return to each Grantor all cash dividends, interest or principal (including interest earned
thereon) that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and
which remain in such account; provided, however, the Collateral Agent shall be under no obligation with respect
to the investment of such cash dividends, interest or principal, including, for the avoidance of doubt, any requirement to invest
such cash dividends, interest or principal in any class of investment, interest-bearing or otherwise.


 


(c)Upon
the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5.13, and the obligations
of the Collateral Agent under paragraph (a)(ii) of this Section 5.13, shall cease, and all such rights shall
thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such
voting and consensual rights and powers upon prior written notice to Grantors. After all Events of Default have been cured or
waived, such 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 (a)(i) above.


 


ARTICLE
VI



Remedies


 


SECTION
6.01. Remedies upon Default. After the occurrence and during the continuance of an Event of Default, each Grantor agrees
to deliver each item of Collateral to the Collateral Agent (or, to the extent delivery of such Collateral would be commercially
impracticable, make such Collateral available), and it is agreed that the Collateral Agent shall have the right to take any of
or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual
Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral
by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether
on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner
as the Collateral Agent shall determine (other than in violation of applicable law or any then existing licensing arrangements
to the extent that waivers cannot be obtained), and (b) with or without legal process but with prior notice or demand for
performance, to take possession of the Collateral and so long as there is not a breach of peace, without liability except for
its gross negligence or willful misconduct, to enter any premises where the Collateral may be located for the purpose of taking
possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the
UCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall
have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the
Collateral, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for
future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale to restrict
the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their
own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right, subject to compliance with applicable federal and state securities laws, to assign, transfer
and deliver to the purchaser or purchasers thereof the Collateral so sold. Subject to any mandatory provision of applicable law,
each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such
Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.


 






    	 	-24-	 



     


    

 


The
Collateral Agent shall give a Grantor not less than ten (10) Business Days’ prior written notice (which each Grantor agrees
is reasonable notice within the meaning of Section 9-611 of the UCC) of the Collateral Agent’s intention to make any
sale or other disposition of such Grantor’s Collateral. Such notice, in the case of a public sale, shall state the time
and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board
or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for
sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at
such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or
portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine.
The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed
for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case
any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained
by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not
incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in
case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law,
private) sale made pursuant to this Section 6.01, any Secured Party may bid for or purchase, free (to the extent permitted
by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby
waived and released, to the maximum extent permitted by law), the Collateral or any part thereof offered for sale and may make
payment on account thereof by using any Secured Obligation then due and payable to such Secured Party from any Grantor as a credit
against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral
or any portion thereof shall be treated as a sale thereof, the Collateral Agent shall be free to carry out such sale pursuant
to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding
any cure of any Event of Default or any repayment of the Obligations following the entry into such an agreement. As an alternative
to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity
to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Each Grantor acknowledges that any sale
pursuant to the provisions of this Section 6.01 shall be deemed to conform to the commercially reasonable standards
as provided in Section 9-611 of the UCC.


 






    	 	-25-	 



     


    

 


SECTION
6.02. Application of Proceeds. The proceeds of any sale of Collateral pursuant to Section 6.01, as well as
any Collateral consisting of cash, shall be applied by the Collateral Agent in accordance with Section 8.03 of the Credit
Agreement.


 


SECTION
6.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights
and remedies under this Article at such time as the Collateral Agent shall be lawfully or contractually entitled to exercise
such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting
of Intellectual Property now owned or hereafter acquired by such Grantor, except to the extent that such license may not be granted
as a result of a pre-existing license arrangement, wherever the same may be located, and including in such license reasonable
access to all media in which any of the licensed items may be recorded or stored and to all Computer Software and programs used
for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised after the occurrence
and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered
into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of
an Event of Default. Such license shall be irrevocable until this Agreement is terminated.


 


ARTICLE
VII



Miscellaneous


 


SECTION
7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Schedule 10.02 of the Credit Agreement. All communications and notices hereunder to each Grantor
shall be given to it in care of the Borrower at the Borrower’s address set forth in Schedule 10.02 of the Credit Agreement.


 


SECTION
7.02. Survival of Agreement. All covenants, agreements, representations and warranties made by any Grantor herein and in
the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan
Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive
the making by the Lenders of the Term Loan, regardless of any investigation made by the Secured Parties or on their behalf, and
shall continue in full force and effect until this Agreement shall terminate.


 






    	 	-26-	 



     


    

 


SECTION
7.03. Binding Effect. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf
of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed and delivered
on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective
successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and
their respective successors and permitted assigns, except that no Grantor shall have the right to assign or transfer its rights
or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except
as expressly permitted by each of the other Loan Documents.


 


SECTION
7.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the successors and assigns of such party permitted under the Credit Agreement; and all covenants, promises
and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure
to the benefit of their respective successors and assigns.


 


SECTION
7.05. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.


 


SECTION
7.06. Waivers; Amendment; Several Agreement; Confidentiality. (a) No failure or delay of the Collateral Agent in exercising
any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other
Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provisions of this Agreement or consent to any departure by any Grantor therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle
such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.


 


(b)Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into among Borrower, the Collateral Agent and the Grantors with respect to which such waiver, amendment or modification
is to apply, subject to any consents required in accordance with Section 10.01 of the Credit Agreement.


 


(c)This
Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented,
waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations
of any other Grantor hereunder.


 






    	 	-27-	 



     


    

 


(d)The
Collateral Agent agrees to maintain the confidentiality of Loan Party Information as provided in, and otherwise comply with the
requirements of, Section 10.08 of the Credit Agreement.


 


SECTION
7.07. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED
IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS SECTION 7.07 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


 


SECTION
7.08. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor
in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed among
the parties that this Agreement shall create separate security interests in the Collateral securing the Secured Obligations as
provided in Section 3.01, and that any determination by any court with jurisdiction that the security interest securing
any Secured Obligation or class of Secured Obligations is invalid for any reason shall not in and of itself invalidate the Security
Interest securing any other Secured Obligations hereunder.


 


SECTION
7.09. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute a single contract and shall become effective as provided in Section 7.03.
Delivery of an executed signature page to this Agreement by facsimile transmission or electronic transmission of a .pdf copy or
an executed counterpart of this Agreement shall be effective as delivery of a manually executed counterpart hereof.


 


SECTION
7.10. Headings. Article and Section headings used herein are for the purpose of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 






    	 	-28-	 



     


    

 


SECTION
7.11. Jurisdiction; Consent to Service of Process. (a) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY
OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES
HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR OTHER DOCUMENT RELATED HERETO OR THERETO.


 


(b)Each
party to this Agreement irrevocably consents to service of process in the manner provided for in Section 10.02 of the Credit
Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.


 


SECTION
7.12. Termination. (a) This Agreement and the Security Interest shall terminate upon the Termination Date (as defined
in the Credit Agreement), at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’
expense, all UCC termination statements and other documents which the Grantors shall reasonably request to evidence such termination
and shall return to the Grantors any Collateral held by the Collateral Agent. Any execution and delivery of termination statements
or documents pursuant to this Section 7.12(a) shall be without recourse to or warranty by the Collateral Agent.


 


(b)Upon
any sale, lease, transfer or other disposition by any Grantor of any Collateral that is permitted under the Loan Documents, upon
the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to
Section 9.11(a)(iii) of the Credit Agreement, or upon the release of any Grantor from its obligations under its Guaranty
pursuant to Section 9.11(b) of the Credit Agreement, the Collateral Agent shall execute and deliver to any Grantor,
at such Grantor’s expense, all UCC termination statements and other documents that such Grantor shall reasonably request
to evidence such termination or release and shall return to such Grantor any Collateral owned by such Grantor that is in the Collateral
Agent’s possession. Any execution and delivery of UCC termination statements and similar documents pursuant to this Section 7.12(b)
shall be without recourse to or warranty by the Collateral Agent.


 


SECTION
7.13. Additional Grantors. To the extent any Subsidiary shall be required to become a Grantor pursuant to any Loan Document,
upon execution and delivery by the Collateral Agent and such Subsidiary of an instrument in the form of Annex I hereto
and Schedules annexed thereto, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally
named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor
hereunder. The rights and obligations of each Grantor thereunder shall remain in full force and effect notwithstanding the addition
of any new Grantor as a party to this Agreement.


 






    	 	-29-	 



     


    

 


SECTION
7.14. Financing Statements. Each Grantor hereby irrevocably authorizes the Collateral Agent (for so long as any Secured
Obligation remains outstanding) at any time and from time to time, in the instance that the Grantor has not filed a financing
statement or amendment as required, to file in any relevant jurisdiction any initial financing statements and amendments thereto
that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment relating to the Collateral, including (i) whether such Grantor is an organization,
the type of organization and any organizational identification number issued to such Grantor, (ii) any financing or continuation
statements or other documents without the signature of such Grantor where permitted by law, including the filing of a financing
statement describing the Collateral as “all assets in which the Grantor now owns or hereafter acquires rights” (or
words of similar import) and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral
constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which
such Collateral relates, and upon request of the Borrower, the Collateral Agent shall promptly provide copies of any such filings
to the Borrower at its address for notices specified in Section 7.01. Each Grantor agrees to provide all information
described in the immediately preceding sentence to the Collateral Agent promptly upon request.


 


SECTION
7.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact
of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument
that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable
until this Agreement is terminated and is coupled with an interest. The Collateral Agent shall, on prior notice to each Grantor,
have the right, after the occurrence and during the continuance of an Event of Default, with full power of substitution either
in the Collateral Agent’s name or in the name of such Grantor, (a) to receive, endorse, assign or deliver any and all
notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof;
(b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral;
(c) to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under
and by virtue of any Collateral; (d) to sign the name of any Grantor on any invoice or bill of lading relating to any of
the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all
or any of the Collateral or to enforce any rights in respect of any Collateral; (g) to settle, compromise, compound, adjust
or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Grantor
to notify, Account Debtors to make payment directly to the Collateral Agent; and (i) to use, sell, assign, transfer, pledge,
make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary
to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of
the Collateral for all purposes; provided, that nothing herein contained shall be construed as requiring or obligating
the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by
the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part
thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other
Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them
herein, and neither they nor their 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.


 






    	 	-30-	 



     


    

 


SECTION
7.16. Securities Act, etc. In view of the position of the Grantors in relation to the Pledged Debt Securities, or because
of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect,
or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to
time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Debt
Securities permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the
Pledged Debt Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged
Debt Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral
Agent in any attempt to dispose of all or part of the Pledged Debt Securities under applicable Blue Sky or other state securities
laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations
the Collateral Agent may, with respect to any sale of the Pledged Debt Securities, limit the purchasers to those who will represent
and agree, among other things, to acquire such Pledged Debt Securities for their own account for investment, and not with a view
to the distribution or resale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign,
transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each Grantor acknowledges and agrees that
in light of such restrictions and limitations, the Collateral Agent (but subject to the other provisions of this Agreement), (a) may
proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Debt Securities
or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single
potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other
terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale,
the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Debt Securities at
a price that the Collateral Agent may deem reasonable under the circumstances, notwithstanding the possibility that a substantially
higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single
purchaser were approached. The provisions of this Section 7.16 will apply notwithstanding the existence of a public
or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.


 


SECTION
7.17. Collateral Agent. The parties hereto hereby agree that the Collateral Agent shall be entitled to all of the rights,
protections, privileges, indemnities and immunities afforded to it as the Collateral Agent under the Credit Agreement in connection
with its execution of this Agreement and performance of its obligations hereunder.


 


[Signature
Pages Follow]


 




    	 	-31-	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 





	 	LogicMark, LLC, as a Grantor
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	Nxt-ID, Inc., as a Grantor
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Fit Pay, Inc., as a Grantor
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	3D-ID, LLC, as a Grantor
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


signature
page

security agreement


 






     


     


    

 


	 	SAGARD
    HOLDINGS MANAGER LP, as Collateral Agent
	 	 	 	 
	 	By:	Its
    general partner, Sagard Holdings Manager GP Inc.
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	                         
	 	 	Title:	 
	 	 	 	 
	 	Signed
    at Toronto, Canada




 


signature
page

security agreement


 




     


     


    

 


Schedule
I to the


Security
Agreement


 


INVESTMENT
PROPERTY


 


Part
I


 


Initial
Pledged Debt


 


None.


 


Part
II


 


Other
Investment Property


 


	Grantor	 	 	Issuer	 	 	Certificate No(s)	 	 	Amount	 	 	Other Identification
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 



 




     


     


    

 


Part
III


 


Deposit
Accounts, Securities Accounts & Commodity Accounts


 


	Grantor	 	 	Name & Address of
 Depositary Bank	 	 	Type of Account	 	 	Account No.
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 




 



     


     


    

 


Schedule
II to the 


Security
Agreement


 


COMMERCIAL
TORT CLAIMS


 




     


     


    

 


Schedule
III to the


Security
Agreement


 


LOCATION,
CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,

 JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION

 NUMBER


 


	Grantor
	 	 	Chief
 Executive
 Office	 	 	Type of
 Organization
	 	 	Jurisdiction of
 Organization
	 	 	Organizational
 I.D. No.	 	Tax
 I.D. No.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



  




     


     


    

 


Schedule
IV to the


Security
Agreement


 


LOCATION
OF EQUIPMENT AND INVENTORY


 


	Grantor Party	 	Address/City/State/Zip Code	 	 	Description
                                         of Assets and Value	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 




     


     


    

 


Schedule
V to the


Security
Agreement


 


LETTERS
OF CREDIT


 




     


     


    

 


Annex
I to the


Security
Agreement


 


Form
of Joinder Agreement


 


Supplement
No. ___ (this “Supplement”)
dated as of [___________], to the Security Agreement (the “Security Agreement”) dated as of May 24, 2018, among
LogicMark, LLC, a Delaware limited liability company (“Borrower”),
Nxt-ID, Inc., a Delaware corporation (“Parent”), each Subsidiary of Parent listed on the signature pages thereto
(together with Borrower and Parent, collectively, the “Grantors”) and Sagard
Holdings Manager LP (“Sagard”), as collateral agent (in such capacity, and together with any successors
in such capacity, the “Collateral Agent”) for the Secured Parties.


 


A.Reference
is made to (a) the Senior Secured Credit Agreement, dated as of May 24, 2018 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders
party thereto (the “Lenders”) and Sagard, in its capacities as Administrative Agent and Collateral Agent and
(b) the Guaranty Agreement, dated as of May 24, 2018 (as amended, supplemented or otherwise modified from time to time, the
“Guaranty”), among Parent, each Subsidiary of Parent party thereto from time to time and the Collateral Agent.


 


B.Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.


 


C.Pursuant
to Section 6.11 of the Credit Agreement and the “Collateral and Guarantee Requirement” of the Credit Agreement
(and subject to certain limitations specified therein), certain Subsidiaries of Parent are required to enter into the Collateral
Documents upon the occurrence of certain events and circumstances specified therein. The undersigned Subsidiary (the “New
Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a party
to the Security Agreement.


 


Accordingly,
the Collateral Agent and the New Guarantor agree as follows:


 


SECTION
1.In accordance with Section 6.11 of the Credit Agreement, the “Collateral and Guarantee Requirement” of
the Credit Agreement and Section 7.13 of the Security Agreement, the New Guarantor by its signature below becomes a Grantor
under the Security Agreement with the same force and effect as if originally named therein as a party thereto and hereby (a) agrees
to all terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects (without
giving effect to any materiality or material adverse effect qualification therein) on and as of the date hereof (after giving
effect to this Supplement). In furtherance of the foregoing, the New Guarantor, as security for the payment and performance in
full of the Secured Obligations (as defined in the Security Agreement), does hereby grant to the Collateral Agent (and its successors
and assigns), for the benefit of the Secured Parties (and their respective successors and permitted assigns), a security interest
in and lien on all of the New Guarantor’s right, title and interest in and to the Collateral (as defined in the Security
Agreement) of the New Guarantor. The Security Agreement is hereby incorporated herein in its entirety by reference.


 






    	 	ANNEX I-1	 



     


    

 


SECTION
2.The New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms.


 


SECTION
3.This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become
effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures
of the New Guarantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission
or electronic transmission of a .pdf copy or an executed counterpart of this Agreement shall be effective as delivery of a manually
executed counterpart of this Supplement.


 


SECTION
4.Attached hereto are supplemental schedules to Schedules I to V to the Security Agreement. The New Guarantor hereby represents
and warrants that, as of the date hereof, all information set forth in the schedules annexed hereto is true, complete and correct
in all material respects (without giving effect to any materiality or material adverse effect qualification therein).


 


SECTION
5.Except as expressly supplemented hereby, each of the Collateral Documents shall remain in full force and effect.


 


SECTION
6.THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
7.In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Documents
shall not in any way be affected or impaired thereby (it being understood that the invalidity a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION
8.All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Security
Agreement. All communications and notices hereunder of the New Guarantor shall be given to it at the address set forth under its
signature below.


 


SECTION
9.The New Guarantor agrees, to the extent provided in Section 10.04 of the Credit Agreement, to reimburse the Collateral Agent
for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and
disbursements of external counsel for the Collateral Agent.


 


SECTION
10.The Collateral Agent shall not be responsible for the validity or sufficiency of this Supplement nor for the recitals herein.


 


[Signature
Pages Follow]


 




    	 	ANNEX I-2	 



     


    

 


IN
WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of
the day and year first above written.


 





	 	[Name of New Guarantor],
	 	 	 
	 	By:	           
	 	Name: 	 
	 	Title:	 
	 	Address:	 




 


signature
page

supplement no. [  ] to security agreement




 




     


     


    

 


	 	SAGARD HOLDINGS MANAGER LP, as Collateral Agent
	 	 	 	 
	 	By:	 	                    
	 	 	Name: 	 
	 	 	Title:	 




 


signature
page

supplement no. [  ] to security agreement