Exhibit 10.2


 


PLEDGE AND SECURITY
AGREEMENT


 


PLEDGE AND SECURITY AGREEMENT,
dated as of May 30, 2018, made by each of the Grantors referred to below, in favor of MGG California LLC, a Delaware limited liability
company (“MGG”), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity,
together with its successors and assigns in such capacity, if any, the “Collateral Agent”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Financing Agreement, dated as of the date hereof (such agreement, as amended, restated, supplemented, modified or otherwise
changed from time to time, including any replacement agreement therefor, being hereinafter referred to as the “Financing
Agreement”) by and among Propel Media, Inc., a Delaware corporation (the “Parent”), each subsidiary
of the Parent listed as a “Borrower” on the signature pages thereto (such subsidiaries, together with the Parent and
each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower”
and, collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on
the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor”
thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a “Guarantor”
and, collectively, the “Guarantors”, and together with the Borrowers and each other Person that executes a supplement
hereto and becomes an “Additional Grantor” hereunder, each a “Grantor” and, collectively, the “Grantors”),
the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”),
the Collateral Agent, and MGG, as administrative agent for the Lenders (in such capacity, together with its successors and assigns
in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent”
and, collectively, the “Agents”), the Lenders have agreed to make certain loans (each a “Loan”
and collectively, the “Loans”), to the Borrowers;


 


WHEREAS, it is a condition
precedent to the Lenders making any Loan and providing any other financial accommodation to the Borrowers pursuant to the Financing
Agreement that each Grantor shall have executed and delivered to the Collateral Agent a pledge to the Collateral Agent, for the
benefit of the Secured Parties, and the grant to the Collateral Agent, for the benefit of the Secured Parties, of (a) a security
interest in and Lien on the outstanding shares of Equity Interests (as defined in the Financing Agreement) and indebtedness from
time to time owned by such Grantor of each Person now or hereafter existing and in which such Grantor has any interest at any time,
and (b) a security interest in all other personal property and fixtures of such Grantor (other than Excluded Property);


 


WHEREAS, the Grantors
are mutually dependent on each other in the conduct of their respective businesses as an integrated operation, with credit needed
from time to time by each Grantor often being provided through financing obtained by the other Grantors and the ability to obtain
such financing being dependent on the successful operations of all of the Grantors as a whole; and


 


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


 






    	 	 	 



     


    

 


NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Collateral Agent, the Administrative Agent and the Lenders
to make and maintain the Loans and to provide other financial accommodations to the Borrowers pursuant to the Financing Agreement,
the Grantors hereby jointly and severally agree with the Collateral Agent, for the benefit of the Secured Parties, as follows:


 


Section
1. Definitions.


 


(a) Reference is hereby
made to the Financing Agreement for a statement of the terms thereof. All capitalized terms used in this Agreement and the recitals
hereto which are defined in the Financing Agreement or in Article 8 or 9 of the Uniform Commercial Code as in effect from time
to time in the State of New York (the “Code”) and which are not otherwise defined herein shall have the same meanings
herein as set forth therein; provided that terms used herein which are defined in the Code as in effect in the State of
New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute
except as the Collateral Agent may otherwise determine.


 


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


 


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


 


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


 


“Copyrights”
means any and all rights in any published and unpublished works of authorship, including (i) copyrights and moral rights, (ii)
copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule
II hereto, and all renewals, extensions, restorations and reversions thereof, (iii) income, license fees, royalties, damages, and
payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in
connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past,
present, and future infringements thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the world.


 


“Existing Issuer”
has the meaning specified therefor in the definition of the term “Pledged Shares”.


 






    	 	-2-	 



     


    

 


“Intellectual
Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable),
algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints,
drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other
forms of technology of any kind, including all rights therein and all applications for registration or registrations thereof.


 


“Licenses”
means, with respect to any Person (the “Specified Party”), (i) any licenses or other similar rights provided to
the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (ii) any licenses
or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified
Party, in each case, including (A) any software license agreements (other than license agreements for commercially available off-the-shelf
software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (B) the
license agreements listed on Schedule III hereto, and (C) the right to use any of the licenses or other similar rights described
in this definition in connection with the enforcement of any Agents’ and the Lenders’ rights under the Loan Documents.


 


“Patents”
means patents and patent applications, including (i) the patents and patent applications listed on Schedule IV hereto, (ii) all
continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (iii)
all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments
under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof,
(iv) the right to sue for past, present, and future infringements thereof, and (v) all of each Grantor’s rights corresponding thereto
throughout the world.


 


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


 


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


 


“Pledged Issuer”
has the meaning specified therefor in the definition of the term “Pledged Shares”.


 






    	 	-3-	 



     


    

 


“Pledged Shares”
means (a) the shares of Equity Interests described in Schedule XI hereto, whether or not evidenced or represented by any stock
certificate, certificated security or other Instrument, issued by the Persons described in such Schedule XI (the “Existing
Issuers”), (b) the shares of Equity Interests at any time and from time to time acquired by a Grantor of any and all Persons
now or hereafter existing (such Persons, together with the Existing Issuers, being hereinafter referred to collectively as the
“Pledged Issuers” and each individually as a “Pledged Issuer”), whether or not evidenced or represented
by any stock certificate, certificated security or other Instrument, and (c) the certificates representing such shares of Equity
Interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, Instruments,
Investment Property, financial assets, securities, Equity Interests, other equity interests, stock options and commodity contracts,
notes, debentures, bonds, promissory notes or other evidences of indebtedness and all other property (including, without limitation,
any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such Equity Interests.


 


“Secured Parties”
has the meaning specified therefor in Section 1.01 of the Financing Agreement.


 


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


 


“Titled Collateral”
means all Collateral for which the title to such Collateral is governed by a Certificate of Title or certificate of ownership,
including, without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service vehicles,
automobiles and other mobile equipment) for which the title to such motor vehicles is governed by a Certificate of Title or certificate
of ownership.


 


“Trademarks”
means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks,
brand names, certification marks, collective marks, logos, symbols, trade dress, assumed names, fictitious names and service mark
applications, including (i) the trade names, registered trademarks, trademark applications, registered service marks and service
mark applications listed on Schedule V hereto, (ii) all extensions, modifications and renewals thereof, (iii) all income, royalties,
damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered
into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iv) the right to
sue for past, present and future infringements and dilutions thereof, (v) the goodwill of each Grantor’s business symbolized by
the foregoing or connected therewith, and (vi) all of each Grantor’s rights corresponding thereto throughout the world.


 


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


 


(a) all Accounts;


 


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


 


(c) all Commercial
Tort Claims, including, without limitation, those specified on Schedule IX;


 






    	 	-4-	 



     


    

 


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


 


(e) all Documents;


 


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


 


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


 


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


 


(i) all Investment
Property;


 


(j) all Letter-of-Credit
Rights;


 


(k) all Pledged Interests;


 


(l) all Supporting
Obligations;


 


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


 


(n) all Proceeds, including
all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; in each case howsoever such Grantor’s
interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).


 


Notwithstanding anything herein to the
contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder
in, any Excluded Property.


 






    	 	-5-	 



     


    

 


“Excluded Property” means
(i) any of such Grantor’s right, title or interest in any lease, permit, license, license agreement, contract or agreement to which
such Grantor is a party and entered into in the ordinary course of business or any of its right, title or interest thereunder to
the extent, but only to the extent, that such a grant would, under the express terms of such lease, permit, license, license agreement,
contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such lease, permit,
license, license agreement, contract or agreement (other than to the extent that (A) any such term has been waived, (B) the consent
of the other party to such lease, permit, license, license agreement, contract or agreement has been obtained, or (C) any such
term would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform
Commercial Code of any relevant jurisdiction or any other applicable Requirements of Law (including the Bankruptcy Code) or principles
of equity); provided, that (x) immediately upon the ineffectiveness, lapse, termination or waiver of any such provision,
the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and
interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit,
impair or otherwise affect the Collateral Agent’s unconditional continuing security interest in and liens upon any rights or interests
of a Grantor in or to (1) the proceeds of, or any monies due or to become due under, any such lease, permit, license, license agreement,
contract or agreement (including any Accounts, proceeds of Inventory or Equity Interests, and (2) the proceeds from the sale, license,
lease, or other dispositions of any such lease, permit, license, license agreement, contract or agreement), (ii) any intent-to-use
United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C.
§ 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C.
§ 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that,
upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral, or (iii) in
the case of a Foreign Subsidiary, (A) more than 65% (or such greater percentage that, due to a change in applicable Requirements
of Law after the date hereof, (x) would not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary
as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United
States parent and (y) would not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding
shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and
agreed that the Collateral shall include 100% of the issued and outstanding shares of Equity Interests not entitled to vote (within
the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such Foreign Subsidiary), or (B) any other assets
of such Foreign Subsidiary.


 


The Grantors agree that the pledge of the
shares of Equity Interests of any Pledged Issuer who is a Foreign Subsidiary may be supplemented by one or more separate pledge
agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant
Grantors in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Equity Interests
in accordance with the laws of the applicable foreign jurisdiction, to the extent permitted by the laws of the applicable foreign
jurisdiction. With respect to such shares of Equity Interests, the Collateral Agent may, at any time and from time to time, in
its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such
shares of Equity Interests.


 






    	 	-6-	 



     


    

 


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


 


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


 


(b) the due performance
and observance by each Grantor of all of its other obligations from time to time existing in respect of the Loan Documents.


 


Section
4. Delivery of the Pledged Interests.


 


(a) (i)  All
promissory notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be
delivered to the Collateral Agent substantially concurrently with the execution and delivery of this Agreement. All other promissory
notes, certificates and Instruments constituting Pledged Interests from time to time required to be pledged to the Collateral Agent
pursuant to the terms of this Agreement or the Financing Agreement (the “Additional Collateral”) shall be delivered
to the Collateral Agent promptly upon, but in any event within five (5) days after, receipt thereof by or on behalf of any of the
Grantors. All such promissory notes, certificates and Instruments shall be held by or on behalf of the Collateral Agent pursuant
hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of
transfer or assignment or undated stock powers executed in blank, all in form and substance reasonably satisfactory to the Collateral
Agent. If any Pledged Interests consist of uncertificated securities, unless the immediately following sentence is applicable thereto,
upon the occurrence and during the continuance of an Event of Default, such Grantor shall cause the Collateral Agent (or its designated
custodian or nominee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply
with instructions originated by the Collateral Agent with respect to such securities without further consent by such Grantor. If
any Pledged Interests consist of security entitlements, such Grantor shall promptly transfer such security entitlements to the
Collateral Agent (or its custodian, nominee or other designee), or cause the applicable securities intermediary to agree that it
will comply with entitlement orders by the Collateral Agent without further consent by such Grantor.


 


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


 






    	 	-7-	 



     


    

 


(b) If any Grantor
shall receive, by virtue of such Grantor’s being or having been an owner of any Pledged Interests, any (i) stock certificate (including,
without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction
of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off),
promissory note or other Instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any
Pledged Interests, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by any such Grantor
pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, Instruments, Investment
Property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction
of capital, capital surplus or paid-in surplus, such Grantor shall receive such stock certificate, promissory note, Instrument,
option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Grantor’s
other property and shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary indorsement
and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Interests and as further
collateral security for the Secured Obligations.


 


Section
5. Representations and Warranties. Each Grantor jointly and severally represents and warrants as follows:


 


(a) As of the Effective
Date, Schedule I hereto sets forth (i) the exact legal name of each Grantor, (ii) the state or jurisdiction of organization of
each Grantor, (iii) the type of organization of each Grantor and (iv) the organizational identification number of each Grantor
or states that no such organizational identification number exists.


 


(b) There is no pending
or, to the best knowledge of any Grantor, threatened action, suit, proceeding or claim before any court or other Governmental Authority
or any arbitrator, or any order, judgment or award by any court or other Governmental Authority or any arbitrator, that may adversely
affect the grant by any Grantor, or the perfection, of the security interest purported to be created hereby in the Collateral,
or the exercise by the Collateral Agent of any of its rights or remedies hereunder.


 


(c) All Equipment,
Fixtures, Inventory and other Goods now existing are, and all Equipment, Fixtures, Inventory and other Goods hereafter existing
will be, located at the addresses specified therefor in Schedule VI hereto (as amended, supplemented or otherwise modified from
time to time in accordance with Section 6(b)). Each Grantor’s chief place of business and chief executive office, the place where
such Grantor keeps its Records concerning Accounts and all originals of all Chattel Paper are located at the addresses specified
therefor in Schedule VI hereto (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof).
As of the date hereof, none of the Accounts is evidenced by Promissory Notes or other Instruments. Set forth in Schedule VII hereto
is a complete and accurate list, as of the date of this Agreement, of each Deposit Account, Securities Account and Commodities
Account of each Grantor, together with the name and address of each institution at which each such Account is maintained, the account
number for each such Account and a description of the purpose of each such Account. Set forth in Schedule V hereto is (i) a complete
and correct list of each trade name used by each Grantor and (ii) the name of, and each trade name used by, each Person from which
such Grantor has acquired any substantial part of the Collateral within five years of the date hereof.


 






    	 	-8-	 



     


    

 


(d) As of the Effective
Date, (i) Schedule II provides a complete and correct list of all registered Copyrights owned by any Grantor, all applications
for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct
of the business of any Grantor; (ii) Schedule III provides a complete and correct list of all Licenses entered into by any Grantor
pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such
Grantor to any other Person other than non-exclusive software licenses granted in the ordinary course of business or (B) any Person
has granted to any Grantor any license or other rights in Intellectual Property owned or controlled by such Person that is material
to the business of such Grantor; (iii) Schedule IV provides a complete and correct list of all Patents owned by any Grantor and
all applications for Patents owned by any Grantor; and (iv) Schedule V provides a complete and correct list of all registered Trademarks
owned by any Grantor, all applications for registration of Trademarks owned by any Grantor, and all other Trademarks owned by any
Grantor and material to the conduct of the business of any Grantor.


 


(e) (i) (A) Each Grantor
owns, or holds licenses in, or otherwise possesses legally enforceable rights in, all Intellectual Property that is reasonably
necessary to the operation of its business as currently conducted, or (B) each Grantor is the sole and exclusive owner of Intellectual
Property (free and clear of any Liens, other than Permitted Liens) used by it and has sole and exclusive rights to the use and
distribution therefor or the material covered thereby in connection with the services or products in respect of which such Intellectual
Property are currently being used, sold, licensed or distributed.


 


(ii) Except for those
claims which could not reasonably be expected to result in a Material Adverse Effect and which the applicable Grantor is diligently
pursuing the remedy thereof, no claims with respect to the Intellectual Property rights of any Grantor are pending or, to the knowledge
of any Grantor, threatened against any Grantor or, to the knowledge of any Grantor, any other Person, (i) alleging that the
manufacture, sale, licensing or use of any Intellectual Property as now manufactured, sold, licensed or used by any Grantor or
any third party infringes on any intellectual property rights of any third party, (ii) against the use by any Grantor or any
third party of any technology, know-how or computer software used in any Grantor’s business as currently conducted or (iii) challenging
the ownership by any Grantor, or the validity or effectiveness, of any such Intellectual Property.


 


(f) (i) No Grantor
has infringed on any intellectual property rights of any third party and (ii) none of the Intellectual Property rights of
any Grantor infringes on any intellectual property rights of any third party except, in each case, for such infringement which
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






    	 	-9-	 



     


    

 


(g) All registered
Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary in to the conduct of its business
are valid, subsisting and enforceable and have at all times been in material compliance with all laws, rules, regulations, and
orders of any Governmental Authority applicable thereto.


 


(h) Each Grantor has
taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned
by such Grantor that are necessary in the business of such Grantor.


 


(i) Other than software
which by the terms of its own license explicitly permits the licensee to distribute the software together with other commercial
programs with no restrictions on such Grantor’s ability to charge fees for such distribution and with no restriction on such Grantor’s
right to receive payments for transfer of its Intellectual Property, no open source or public library software, including any version
of any software licensed pursuant to any GNU public license, is, in whole or in part, embodied or incorporated, in any manner,
in any Grantor’s software products that is licensed or distributed by any Grantor. No open source or public library software licensed
pursuant to any GNU public license which requires any Grantor to license such Grantor’s software products to third parties, or
any other license which requires any Grantor to license such Grantor’s software products to third parties, is embodied or incorporated,
in any manner, in any Grantor’s source code.


 


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


 


(k) The promissory
notes evidencing the Pledged Debt as of the date hereof have been, and all other promissory notes from time to time evidencing
Pledged Debt, when executed and delivered, will have been, to the best knowledge of the Grantors, duly authorized, executed and
delivered by the respective makers thereof, and all such promissory notes are or will be, as the case may be, legal, valid and
binding obligations of such makers, enforceable against such makers in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws.


 


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


 


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


 






    	 	-10-	 



     


    

 


(n) No authorization
or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for
(i) the due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant by any Grantor of the security
interest purported to be created hereby in the Collateral or (iii) the exercise by the Collateral Agent of any of its rights
and remedies hereunder, except, in the case of this clause (iii), as may be required in connection with any sale of any Pledged
Interests by laws affecting the offering and sale of securities generally. As of the date hereof, no authorization or approval
or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for the perfection
of the security interest purported to be created hereby in the Collateral, except (A) for the filing under the Uniform Commercial
Code as in effect in the applicable jurisdiction of the financing statements described in Schedule VIII hereto, all of which financing
statements have been, or substantially concurrently with the execution and delivery of this agreement, will be duly filed and are
in full force and effect, (B) with respect to the perfection of the security interest created hereby in the United States
Intellectual Property and Licenses, for the recording of the appropriate Assignment for Security, substantially in the form of
Exhibit B hereto in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, (C) 
with respect to the perfection of the security interest created hereby in Titled Collateral, for the submission of an appropriate
application requesting that the Lien of the Collateral Agent be noted on the Certificate of Title or certificate of ownership,
completed and authenticated by the applicable Grantor, together with the Certificate of Title or certificate of ownership, with
respect to such Titled Collateral, to the appropriate Governmental Authority, (D) with respect to any action that may be necessary
to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit
Rights, the taking of such actions, (E) with respect to any action that may be necessary to perfect a security interest in any
Collateral constituting a Commercial Tort Claim, and (F) the Collateral Agent’s having possession of all Documents, Chattel Paper,
Instruments and cash constituting Collateral (subclauses (A), (B), (C), (D), (E) and (F), each a “Perfection Requirement”
and collectively, the “Perfection Requirements”).


 


(o) This Agreement
creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties,
in the Collateral, as security for the Secured Obligations. The compliance with the Perfection Requirements result in the perfection
of such security interests. Such security interests are, or in the case of Collateral in which any Grantor obtains rights after
the date hereof, will be, perfected, first priority security interests, subject in priority only to the Permitted Liens that, pursuant
to the definition of the term “Permitted Liens”, are not prohibited from being prior to the Liens in favor of the Collateral
Agent, for the benefit of the Secured Parties, and the recording of such instruments of assignment described above. Such Perfection
Requirements and all other action necessary or desirable to perfect and protect such security interest have been duly made or taken,
except for (i) the Collateral Agent’s having possession of all Instruments, Documents, Chattel Paper and cash constituting Collateral
after the date hereof, (ii) the Collateral Agent’s having control of all Deposit Accounts, Electronic Chattel Paper, Investment
Property or Letter-of-Credit Rights constituting Collateral after the date hereof, and (iii) the other filings and recordations
and actions described in Section 5(n) hereof.


 






    	 	-11-	 



     


    

 


(p) As of the date
hereof, no Grantor holds any Commercial Tort Claims or is aware of any such pending claims, except for such claims described in
Schedule IX.


 


(q) On and after the
date specified therefor in Section 5.03(c) of the Financing Agreement, with respect to each Grantor and its Subsidiaries that is
a partnership or a limited liability company, each such Person has irrevocably opted into (and has caused each of its Subsidiaries
that is a partnership or a limited liability company, and a Pledged Issuer to opt into) Article 8 of the Uniform Commercial Code.
Such interests are securities for purposes of Article 8 of any relevant Uniform Commercial Code.


 


Section
6. Covenants as to the Collateral. So long as any of the Secured Obligations (whether or not due) shall remain unpaid
or any Lender shall have any Commitment under the Financing Agreement, unless the Collateral Agent shall otherwise consent in writing:


 


(a) Further Assurances.
Each Grantor will at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents
and take all further action that may be necessary or desirable or that the Collateral Agent may request in order (i) to perfect
and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby; (ii) to enable
the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise
to effect the purposes of this Agreement, including, without limitation: (A) marking conspicuously all Chattel Paper, Instruments
and Licenses and, at the request of the Collateral Agent, all of its Records pertaining to the Collateral with a legend, in form
and substance satisfactory to the Collateral Agent, indicating that such Chattel Paper, Instrument, License or Collateral is subject
to the security interest created hereby, (B) if any Account shall be evidenced by a Promissory Note or other Instrument or
Chattel Paper, delivering and pledging to the Collateral Agent such Promissory Note, other Instrument or Chattel Paper, duly endorsed
and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent,
(C) executing and filing (to the extent, if any, that such Grantor’s signature is required thereon) or authenticating the
filing of, such financing or continuation statements, or amendments thereto, (D) with respect to Intellectual Property hereafter
existing and not covered by an appropriate security interest grant, the executing and recording in the United States Patent and
Trademark Office or the United States Copyright Office, as applicable, appropriate instruments granting a security interest, as
may be necessary or desirable or that the Collateral Agent may request in order to perfect and preserve the security interest purported
to be created hereby, (E) delivering to the Collateral Agent irrevocable proxies in a form reasonably satisfactory to the Collateral
Agent in respect of the Pledged Interests, (F) furnishing to the Collateral Agent from time to time statements and schedules
further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent
may reasonably request, all in reasonable detail, (G) if at any time after the date hereof, any Grantor acquires or holds
any Commercial Tort Claim which such Grantor has elected to prosecute in the exercise of its reasonable business judgment, immediately
notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description of such Commercial Tort Claim
and granting to the Collateral Agent a security interest therein and in the proceeds thereof, which writing shall incorporate the
provisions hereof and shall be in form and substance satisfactory to the Collateral Agent, (H) upon the acquisition after
the date hereof by any Grantor of any Titled Collateral (other than Equipment that is subject to a purchase money security interest
permitted by Section 7.02(a) of the Financing Agreement), immediately notifying the Collateral Agent of such acquisition, setting
forth a description of the Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral,
and if so requested by the Collateral Agent, immediately causing the Collateral Agent to be listed as the lienholder on such Certificate
of Title or certificate of ownership and delivering evidence of the same to the Collateral Agent, and (I) taking all actions
required by law in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.
No Grantor shall take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral
Agent’s security interest in and Lien on any Collateral.


 






    	 	-12-	 



     


    

 


(b) Location of
Equipment and Inventory. Each Grantor will keep the Equipment and Inventory (other than Equipment and Inventory sold in the
ordinary course of business in accordance with Section 6(h) hereof) at the locations specified in Schedule VI hereto or, upon not
less than thirty (30) days’ prior written notice to the Collateral Agent accompanied by a new Schedule VI hereto indicating each
new location of the Equipment and Inventory, at such other locations in the continental United States as the Grantors may elect,
provided that (i) all action has been taken to grant to the Collateral Agent a perfected, first priority security interest
in such Equipment and Inventory (subject in priority only to Permitted Specified Liens), and (ii) the Collateral Agent’s rights
in such Equipment and Inventory, including, without limitation, the existence, perfection and priority of the security interest
created hereby in such Equipment and Inventory, are not adversely affected thereby.


 


(c) Condition of
Equipment. Each Grantor will maintain or cause the Equipment which is necessary or useful in the proper conduct of its business
to be maintained and preserved in good condition, repair and working order and in accordance with any manufacturer’s manual, ordinary
wear and tear and casualty events excepted, and will forthwith, or in the case of any loss or damage to any Equipment promptly
after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith
which are necessary or desirable, consistent with past practice, or which the Collateral Agent may request to such end. Each Grantor
will promptly furnish to the Collateral Agent a statement describing in reasonable detail any loss or damage in excess of $50,000
to any Equipment.


 


(d) Taxes, Etc.
Each Grantor jointly and severally agrees to pay promptly when due all property and other taxes, assessments and governmental charges
or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory,
except to the extent otherwise provided in the Financing Agreement.


 


(e) Insurance.
Each Grantor will, at its own expense, maintain insurance with respect to the Collateral in accordance with the terms of the Financing
Agreement. Each Grantor will, if so requested by the Collateral Agent, deliver to the Collateral Agent original or duplicate insurance
policies and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to
such insurance. Each Grantor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment of
such insurance policies and cause the respective insurers to acknowledge notice of such assignment.


 






    	 	-13-	 



     


    

 


(f) Provisions Concerning
the Accounts and the Licenses.


 


(i) Each Grantor will,
except as otherwise provided in this subsection (f) or as permitted by clause (d) of “Permitted Investments”,
continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections,
each Grantor may (and, at the Collateral Agent’s direction, will) take such action as such Grantor (or, if applicable, the Collateral
Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that
the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to
notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct
such Account Debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the
Collateral Agent or its designated agent and, upon such notification and at the expense of such Grantor and to the extent permitted
by law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same
manner and to the same extent as such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent
that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce a Grantor’s rights against the
Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all
amounts and proceeds (including Instruments) received by such Grantor in respect of the Accounts shall be received in trust for
the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid
over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held
as cash collateral and applied as specified in Section 9(d) hereof, and (B) such Grantor will not adjust, settle or compromise
the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount
thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole
and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit
Account or a lockbox or deposits the proceeds of any Accounts to send immediately to the Administrative Agent by wire transfer
(to such account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a
portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments
and other items so received by the Administrative Agent shall (in the sole and absolute discretion of the Collateral Agent) be
held as additional Collateral for the Secured Obligations or distributed in accordance with Section 9 hereof.


 


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


 






    	 	-14-	 



     


    

 


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


 


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


 


(g) Provisions Concerning
the Pledged Interests. Each Grantor will


 


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


 


(ii) at the Grantors’
joint and several expense, defend the Collateral Agent’s right, title and security interest in and to
the Pledged Interests against the claims of any Person;


 


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


 


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


 


(h) Transfers and
Other Liens.


 


(i) Except to the extent
expressly permitted by Section 7.02(c) of the Financing Agreement, no Grantor will sell, assign (by operation of law or otherwise),
lease, license, exchange or otherwise transfer or dispose of any of the Collateral.


 


(ii) Except to the extent
expressly permitted by Section 7.02(a) of the Financing Agreement, no Grantor will create, suffer to exist or grant any Lien upon
or with respect to any Collateral.


 


(i) Intellectual
Property.


 


(i) Upon the request
of the Collateral Agent, in order to facilitate filings with the United States Patent and Trademark Office and the United States
Copyright Office, each Grantor shall execute and deliver to the Collateral Agent one or more Copyright Security Agreements, Trademark
Security Agreements, or Patent Security Agreements to further evidence the Collateral Agent’s Lien on such Grantor’s Patents, Trademarks,
or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby.


 






    	 	-15-	 



     


    

 


(ii) Each Grantor shall
have the duty, with respect to Intellectual Property that is necessary in the conduct of such Grantor’s business, to protect and
diligently enforce and defend at such Grantor’s expense its Intellectual Property, including (A) to diligently enforce and defend,
including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement,
misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property
rights of any Person, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks
pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application
that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all
reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Licenses, and its
rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits
of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation
or development of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and obligations
of confidentiality. Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that
is necessary in the conduct of such Grantor’s business. Each Grantor hereby agrees to take the steps described in this Section
6(i)(ii) with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes
entitled that is necessary in the conduct of such Grantor’s business.


 


(iii) Grantors acknowledge
and agree that the Secured Parties shall have no duties with respect to any Intellectual Property or Licenses of any Grantor. Without
limiting the generality of this Section 6(i)(iii), Grantors acknowledge and agree that no member of the Secured Parties shall be
under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Licenses
against any other Person, but any Secured Party may do so at its option from and after the occurrence and during the continuance
of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys
and other professionals) shall be for the sole account of the Borrowers and shall be chargeable to the Loan Account.


 


(iv) [Reserved].


 


(v) If any Perfection
Certificate update delivered pursuant to Section 7.01(a)(iv)(C) of the Financing Agreement reflects new Patents or Trademarks that
are registered or the subject of pending applications for registrations, in each case, which were acquired, registered, or for
which applications for registration were filed by any Grantor or entered into during the prior period, each such Grantor shall
file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as
a co-owner thereof, if such is the case) of such Intellectual Property. In each of the foregoing cases, the applicable Grantor
shall promptly cause to be prepared, executed, and delivered to the Collateral Agent supplemental schedules to the applicable Loan
Documents to identify such Patent and Trademark registrations and applications therefor (with the exception of Trademark applications
filed on an intent-to-use basis for which no statement of use or amendment to allege use has been filed) and Licenses as being
subject to the security interests created thereunder.


 






    	 	-16-	 



     


    

 


(vi) Anything to the
contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any agent, employee, licensee,
or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar office
or agency in another country without giving the Collateral Agent written notice thereof at least three (3) Business Days prior
to such filing and complying with Section 6(i)(i). Upon receipt from the United States Copyright Office of notice of registration
of any Copyright, each Grantor shall promptly (but in no event later than three (3) Business Days following such receipt) notify
(but without duplication of any notice required by Section 6(i)(v)) the Collateral Agent of such registration by delivering, or
causing to be delivered, to the Collateral Agent, documentation sufficient for the Collateral Agent to perfect the Collateral Agent’s
Liens on such Copyright. If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office
or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event
later than five (5) Business Days following such acquisition) notify the Collateral Agent of such acquisition and deliver,
or cause to be delivered, to the Collateral Agent, documentation sufficient for the Collateral Agent to perfect the Collateral
Agent’s Liens on such Copyright. In the case of such Copyright registrations or applications therefor which were acquired by any
Grantor, each such Grantor shall promptly (but in no event later than five (5) Business Days following such acquisition) file the
necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner
thereof, if such is the case) of such Copyrights.


 


(vii) Each Grantor shall
take reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property
that is necessary in the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and confidentiality
of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants,
licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking
actions reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality
of the source code of all software programs and applications of which it is the owner or licensee by having and enforcing a policy
requiring any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use
and non-disclosure restrictions.


 


(viii) [Reserved]


 






    	 	-17-	 



     


    

 


(j) Deposit, Commodities
and Securities Accounts. Within 45 days following the Effective Date, each Grantor shall cause each bank and other financial
institution with an account referred to in Schedule VII hereto to execute and deliver to the Collateral Agent (or its designee)
a control agreement, in form and substance satisfactory to the Collateral Agent, duly executed by such Grantor and such bank or
financial institution, or enter into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to
which such institution shall irrevocably agree, among other things, that (i) it will comply at any time with the instructions
originated by the Collateral Agent (or its designee) to such bank or financial institution directing the disposition of cash, Commodity
Contracts, securities, Investment Property and other items from time to time credited to such account, without further consent
of such Grantor, which instructions the Collateral Agent (or its designee) will not give to such bank or other financial institution
in the absence of a continuing Event of Default, (ii) all cash, Commodity Contracts, securities, Investment Property and other
items of such Grantor deposited with such institution shall be subject to a perfected, first priority security interest in favor
of the Collateral Agent (or its designee), (iii) any right of set off, banker’s Lien or other similar Lien, security interest
or encumbrance shall be fully waived as against the Collateral Agent (or its designee), and (iv) upon receipt of written notice
from the Collateral Agent during the continuance of an Event of Default, such bank or financial institution shall immediately send
to the Administrative Agent by wire transfer (to such account as the Collateral Agent (or its designee) shall specify, or in such
other manner as the Collateral Agent (or its designee) shall direct) all such cash, the value of any Commodity Contracts, securities,
Investment Property and other items held by it. Without the prior written consent of the Collateral Agent, no Grantor shall make
or maintain any Deposit Account, Commodity Account or Securities Account except for the accounts set forth in Schedule VII hereto.
The provisions of this Section 6(j) shall not apply to Excluded Accounts.


 


(k) Titled Collateral.
At the request of the Collateral Agent, each Grantor shall (a) cause all Collateral, now owned or hereafter acquired by any Grantor,
which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all
Titled Collateral, to be properly titled in the name of such Grantor, and if requested by the Collateral Agent, with the Collateral
Agent’s Lien noted thereon and (c) if requested by the Collateral Agent, promptly deliver to the Collateral Agent (or its custodian)
originals of all such Certificates of Title or certificates of ownership for such Titled Collateral, with the Collateral Agent’s
Lien noted thereon, and take such other actions as may be reasonably required by the Collateral Agent.


 


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


 


(m) Records; Inspection
and Reporting.


 


(i) Each Grantor shall
keep adequate records concerning the Accounts, Chattel Paper and Pledged Interests. Subject to Section 7.01(f) of the Financing
Agreement, each Grantor shall permit any Agent, or any agents or representatives thereof or such professionals or other Persons
as any Agent may designate (A) to examine and make copies of and abstracts from such Grantor’s books and records, (B) to visit
and inspect its properties, (C) to verify materials, leases, notes, Accounts, Inventory and other assets of such Grantor from
time to time, (D) to conduct audits, appraisals and/or valuations or examinations at the locations of such Grantor and (E)
to discuss such Grantor’s affairs, finances and accounts with any of its directors, officers, managerial employees, independent
accountants or any of its other representatives, in each case as provided in the Financing Agreement.


 






    	 	-18-	 



     


    

 


(ii) Except as otherwise
expressly permitted by Section 7.02(m) of the Financing Agreement, no Grantor shall, without the prior written consent of the Collateral
Agent, change (A) its name, identity or organizational structure, (B) its jurisdiction of incorporation or organization as set
forth in Schedule I hereto or (C) its chief executive office as set forth in Schedule VI hereto. Each Grantor shall immediately
notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not
have such identification number.


 


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


 


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


 


(i) each Grantor may
exercise any and all voting and other consensual rights pertaining to any Pledged Interests for any purpose not inconsistent with
the terms of this Agreement, the Financing Agreement or the other Loan Documents; provided, however, that (A) each
Grantor will give the Collateral Agent at least five (5) Business Days’ notice of the manner in which it intends to exercise, or
the reasons for refraining from exercising, any such right that could reasonably be expected to adversely affect in any material
respect the value, liquidity or marketability of any Collateral or the creation, perfection and priority of the Collateral Agent’s
Lien; and (B) none of the Grantors will exercise or refrain from exercising any such right, as the case may be, if the Collateral
Agent gives a Grantor notice that, in the Collateral Agent’s judgment, such action (or inaction) could reasonably be expected to
adversely affect in any material respect the value, liquidity or marketability of any Collateral or the creation, perfection and
priority of the Collateral Agent’s Lien; and


 


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


 






    	 	-19-	 



     


    

 


(iii) the Collateral
Agent will execute and deliver (or cause to be executed and delivered) to a Grantor all such proxies and other instruments as such
Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights which it is entitled
to exercise pursuant to Section 7(a)(i) hereof and to receive the dividends, interest and/or other distributions which it is authorized
to receive and retain pursuant to Section 7(a)(ii) hereof.


 


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


 


(i) all rights of each
Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section
7(a)(i) hereof, and to receive the dividends, distributions, interest and other payments that it would otherwise be authorized
to receive and retain pursuant to Section 7(a)(ii) hereof, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive
and hold as Pledged Interests such dividends, distributions and interest payments;


 


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


 


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


 


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


 






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Section
8. Additional Provisions Concerning the Collateral.


 


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


 


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


 






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(c) For the purpose
of enabling the Collateral Agent to exercise rights and remedies hereunder, upon the occurrence and during the continuance of an
Event of Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for
no other purpose, each Grantor hereby (i) grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property now or
hereafter owned by any Grantor, wherever the same may be located, including in such license reasonable access to all media in which
any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof;
and (ii) assigns to the Collateral Agent, to the extent assignable, all of its rights to any Intellectual Property now or hereafter
licensed or used by any Grantor. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the
Financing Agreement that limit the right of a Grantor to dispose of its property and Section 6(i) hereof, so long as no Event of
Default shall have occurred and be continuing, each Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell,
dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business. In furtherance
of the foregoing, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time,
upon the request of a Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested,
which such Grantor shall have certified are appropriate (in such Grantor’s judgment) to allow it to take any action permitted above
(including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual Property). Further, upon the
date on which all of the Secured Obligations have been paid in full in cash after the termination of each Lender’s Commitment and
each of the Loan Documents, the Collateral Agent (subject to Section 13(e) hereof) shall release and reassign to the Grantors all
of the Collateral Agent’s right, title and interest in and to the Intellectual Property, and the Licenses, all without recourse,
representation or warranty whatsoever and at the Grantors’ sole expense. The exercise of rights and remedies hereunder by the Collateral
Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by any Grantor in accordance
with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from any claims, causes of action
and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral Agent under
the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent’s gross negligence
or willful misconduct, as determined by a final determination of a court of competent jurisdiction.


 


(d) If any Grantor
fails to perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause performance of,
such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the expenses of the Collateral Agent incurred
in connection therewith shall be jointly and severally payable by the Grantors pursuant to Section 10 hereof and shall be secured
by the Collateral.


 






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


 


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


 


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


 






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


 


(a) The Collateral
Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise
available to it, all of the rights and remedies of a secured party upon default under the Code (whether or not the Code applies
to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer
into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore
done so) and thereafter receive, for the benefit of each Secured Party, all payments made thereon, give all consents, waivers and
ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require
each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith,
assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place
or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may
enter into and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled
for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation
to any Grantor in respect of such occupation, and (iii) without notice except as specified below and without any obligation
to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Collateral Agent’s offices, at any exchange or broker’s board or elsewhere, for cash, on credit
or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable
and/or (B) lease, license or otherwise dispose of the Collateral or any part thereof upon such terms as the Collateral Agent
may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral
shall be required by law, at least five (5) days’ prior notice to the applicable Grantor of the time and place of any public sale
or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification.
The Collateral Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having
been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor
hereby waives any claims against each Secured Party arising by reason of the fact that the price at which the Collateral may have
been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral
to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral be
marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of the Collateral
by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties
of title, possession, quiet enjoyment or the like, (iii) the Collateral Agent may bid (which bid may be, in whole or in part, in
the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral
or any portion thereof for the account of the Collateral Agent (on behalf of itself and each Secured Party) and (iv) such
actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of any such
sale of the Collateral. In addition to the foregoing, (i) upon written notice to any Grantor from the Collateral Agent, each
Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose
described in such notice; (ii) the Collateral Agent may, at any time and from time to time, upon five (5) days’ prior notice to
any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual
Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall
in its sole discretion determine; and (iii) the Collateral Agent may, at any time, pursuant to the authority granted in Section
8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver
on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration
thereof), in form suitable for filing, recording or registration in any country.


 






    	 	-24-	 



     


    

 


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


 


(c) Notwithstanding
the provisions of Section 9(b) hereof, each Grantor recognizes that the Collateral Agent may deem it impracticable to effect a
public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Collateral
Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who
will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a
view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms
less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding
the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the
Collateral Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the
issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges
and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or
other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may
be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not
less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section
9-610(c) of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York,
notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral
Agent may, in such event, bid for the purchase of such securities.


 






    	 	-25-	 



     


    

 


(d) Any cash held by
the Collateral Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent (or its agent
or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in
the discretion of the Collateral Agent, be held by the Collateral Agent (or its agent or designee) as collateral for, and/or then
or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof)
in whole or in part by the Collateral Agent against, all or any part of the Secured Obligations in accordance with the terms of
the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent (or its agent or designee) and
remaining after the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination
of each Lender’s Commitment and each of the Loan Documents, shall be paid over to whomsoever shall be lawfully entitled to receive
the same or as a court of competent jurisdiction shall direct.


 


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


 


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


 


(g) The Collateral
Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement
and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect
of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing
or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to
the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this
Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured
Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and,
to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.


 


(h) Each Grantor irrevocably
and unconditionally:


 


(i) consents to
the appointment of pre-judgment and/or post-judgment receiver with all of the same powers that would otherwise be available to
the Grantors, including, but not limited to the power to (A) hold, manage, control or
dispose of the Collateral wherever located, (B) take any action with respect to the Collateral to the maximum extent permitted
by law and (C) conduct a public or private sale of any or all of the Loan Parties’ right, title and interest in and to such Collateral,
including any disposition of the Collateral to the Secured Parties in exchange for cancellation of all or a portion of the Obligations;


 






    	 	-26-	 



     


    

 


(ii) consents that any
such receiver can be appointed without a hearing or prior notice to the Grantors;


 


(iii) agrees not to oppose
or otherwise interfere (directly or indirectly) with any effort by Collateral Agent to seek the appointment of a receiver;


 


(iv) waives any right
to demand that a bond be posted in connection with the appointment of any such receiver; and


 


(v) waives any right
to appeal the entry of an order authorizing the appointment of a receiver.


 


Section
10. Indemnity and Expenses.


 


(a) Each Grantor jointly
and severally agrees to defend, protect, indemnify and hold harmless each Agent and each other Indemnitee from and against any
and all claims, losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation,
reasonable attorneys’ fees, costs, expenses and disbursements) incurred by such Agent or such Indemnitee to the extent that they
arise out of or otherwise result from or relate to or are in connection with this Agreement (including, without limitation, enforcement
of this Agreement), except claims, losses or liabilities resulting solely and directly from such Agent’s or such Indemnitee’s gross
negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.


 


(b) Each Grantor jointly
and severally agrees to pay to the Agents upon demand the amount of any and all costs and expenses, including the reasonable fees,
costs, expenses and disbursements of counsel for the Agents and of any experts and agents (including, without limitation, any collateral
trustee which may act as agent of the Agents), which the Agents may incur in connection with (i) the preparation, negotiation,
execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the
exercise or enforcement of any of the rights of the Agents hereunder, or (iv) the failure by any Grantor to perform or observe
any of the provisions hereof.


 


Section
11. Notices, Etc. All notices and other communications provided for hereunder shall be given in accordance with the
notice provision of the Financing Agreement.


 


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


 


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


 






    	 	-27-	 



     


    

 


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


 


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


 


Section
13. Miscellaneous.


 


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


 


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


 






    	 	-28-	 



     


    

 


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


 


(d) Upon the date on
which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender’s Commitment
and each of the Loan Documents, (i) subject to paragraph (e) below, this Agreement and the security interests and licenses created
hereby shall terminate and all rights to the Collateral shall revert to the Grantors and (ii) the Collateral Agent will, upon the
Grantors’ request and at the Grantors’ expense, without any representation, warranty or recourse whatsoever, (A) return to the
Grantors (or whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct) such
of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute
and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination.


 


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


 


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


 






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


 


(h) EACH GRANTOR
HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE
AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT. EACH GRANTOR (i) GRANTS SUCH WAIVER AND CONSENTS KNOWINGLY AFTER HAVING DISCUSSED
THE IMPLICATIONS THEREOF WITH COUNSEL, (ii) ACKNOWLEDGES THAT (A) THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING
PURPOSES IS CONSIDERED ESSENTIAL BY THE SECURED PARTIES IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER
AND UNDER THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH, AND (B) THE AVAILABILITY OF SUCH APPOINTMENT AS A REMEDY UNDER THE
FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE SECURED PARTIES TO MAKE (AND COMMIT TO MAKE) THE LOAN TO THE BORROWERS,
AND (iii) AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION
WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE AGENTS OR LENDERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL
BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL.


 


(i) In addition to
and without limitation of any of the foregoing, this Agreement shall be deemed to be a Loan Document and shall otherwise be subject
to all of terms and conditions contained in Sections 12.10 and 12.11 of the Financing Agreement, mutatis mutandi.


 


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


 


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


 


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


 


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


 


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


 





	 	GRANTORS:
	 	 
	 	PROPEL MEDIA, INC.
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer
	 	 
	 	DEEPINTENT TECHNOLOGIES, INC.
	 	 
	 	By:	
        /s/ Christopher Paquette

	 	 	Name: Christopher Paquette
	 	 	Title: Chief Executive Officer
	 	 
	 	DEEPINTENT, INC.
	 	 
	 	By:	
        /s/ Christopher Paquette

	 	 	Name: Christopher Paquette
	 	 	Title: Chief Executive Officer




 





Security Agreement




 






    	 	 	 



     


    

 





	 	KITARA MEDIA CORP.
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer
	 	 
	 	KITARA MEDIA, LLC
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer
	 	 
	 	PROPEL MEDIA LLC
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer
	 	 
	 	APPENITY LLC
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer
	 	 
	 	ARCADEISLE LLC
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer
	 	 
	 	ARCADEYUM LLC
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer




 





	 	GPV ENTERTAINMENT LLC
	 	 
	 	By:	
        /s/ Marv Tseu

	 	 	Name: Marv Tseu
	 	 	Title: Chief Executive Officer







 


Security Agreement




 






    	 	 	 



     


    

 


Acknowledged and Agreed:


 


	MGG CALIFORNIA LLC, as Collateral Agent
	 
	/s/ Kevin Griffin



	 
	Name: Kevin Griffin	 
	Title: Chief Executive Officer	 


 





Security Agreement