Exhibit
10.3


 


SECURITY
AGREEMENT


 


SECURITY
AGREEMENT, dated as of December 16, 2022 (this “Agreement”), among White River Energy Corp, a Nevada corporation (“White
River” or the “Company”), White River Holdings Corp, a Delaware corporation, White River E&P Management 1 LLC,
a Delaware limited liability company, White River Energy LLC, a Texas limited liability company, White River E&P LLC, a Texas limited
liability company, White River SPV 2 LLC, a Texas limited liability company, White River SPV 3 LLC, a Texas limited liability company,
and White River Operating LLC, a Texas limited liability company (collectively with the Company, the “Debtors”) and the holders
of the Company’s 10% Senior Secured Notes due September 16, 2023 in the original aggregate principal amount of $1,666,666.67 (the
“Notes”), signatory hereto, its endorsees, transferees and assigns (the “Secured Party”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Notes, the Secured Party agreed to extend the loan to the Company evidenced by the Notes;


 


WHEREAS,
pursuant to the Corporate Guarantees (as defined in the Purchase Agreement pursuant to which the Notes were issued), the other Debtors
have agreed to guarantee the Notes and any other obligations under the Transaction Documents (as defined in the Notes) and the documents
entered into in connection therewith;


 


WHEREAS,
in order to induce the Secured Party to extend the loan evidenced by the Notes, each Debtor has agreed to execute and deliver to the
Secured Party this Agreement and to grant the Secured Party a perfected security interest in all of the property of such Debtor to secure
the prompt payment, performance and discharge in full of all of the Debtors’ obligations under the Note and the other Transaction
Documents and the documents entered into in connection therewith;


 


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


 


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


 


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


 


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


 




    	Page 1 of 20



    	 



    

 


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


 


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


 


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


 


(v) All
commercial tort claims or other litigation claims of any Debtor of any type, including against parties covered by directors’ and
officers’ insurance of any Debtor;


 


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


 


(vii) All
investment property;


 


(viii) All
supporting obligations;


 


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


 


programs;


 


(x) All
accounts receivable; and


 


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


 


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


 




    	Page 2 of 20



    	 



    

 


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


 


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


 


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


 


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


 




    	Page 3 of 20



    	 



    

 


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


 


(f) “UCC”
means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states which has jurisdiction
with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that defined
terms in the UCC should be construed in their broadest sense so that the term “Collateral” (other than working interests
in any wellbores not owned by the Company or any of its Subsidiaries ) will be construed in its broadest sense. Accordingly, if there
are, from time to time, changes to defined terms in the UCC that broaden the definitions, they are incorporated herein and if existing
definitions in the UCC are broader than the amended definitions, the existing ones shall be controlling.


 


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


 


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


 


4. Representations,
Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured
Party as follows:


 


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


 




    	Page 4 of 20



    	 



    

 


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


 


(c) Except
as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral, free and clear of any liens, security
interests, encumbrances, rights or claims (other than Permitted Liens and liens securing (i) $60,192 of indebtedness to Mitsubishi HC
Capital America, Inc. and (ii) $85,075 of indebtedness to Amur Equipment Finance, Inc. (the “Equipment Leases”)), and are
fully authorized to grant the Security Interest. There is not on file in any governmental or regulatory authority, agency or recording
office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those
securing the Equipment Leases and that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting
any of the Collateral. So long as this Agreement shall be in effect, the Debtors shall not without the prior written consent of the Secured
Party not to be unreasonably, withheld, delayed or denied, execute and shall not knowingly permit to be on file in any such office or
agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party
pursuant to the terms of this Agreement).


 


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


 


(e) Each
Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and
its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records
or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation written notice of such relocation
and the new location thereof (which must be within the United States) in order to provide the Secured Party with an opportunity to file
and record at the Debtor’s expense appropriate financing statements under the UCC and other necessary documents to create in favor
of the Secured Party a valid, perfected and continuing perfected lien in the Collateral.


 


(f) This
Agreement creates in favor of the Secured Party a valid, first priority security interest in the Collateral (subject to Permitted Liens
and liens securing the equipment leases with respect to which the Security Party shall have a second lien), securing the payment and
performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created
hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected.
Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately following paragraph, no action
is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing,
except for the filing of said financing statements, no consent of any third parties and no authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance
of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement
of the rights of the Secured Party hereunder.


 




    	Page 5 of 20



    	 



    

 


(g) Each
Debtor hereby authorizes the Secured Party, or any of them, to file one or more financing statements under the UCC, with respect to the
Security Interest with the proper filing and recording agencies in any jurisdiction deemed proper by them.


 


(h) The
execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law,
rule or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with
or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s
debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or
affected. No consent (including, without limitation, from stockholders or creditors of any Debtor) is required for any Debtor to enter
into and perform its obligations hereunder.


 


(i) The
capital stock and other equity interests or member interests listed on Schedule H hereto represent all of the capital stock and
other equity or membership interests of the Company and its Subsidiaries, and represents all capital stock and other equity interests
owned, directly or indirectly, by the Company and its Subsidiaries. All of the Pledged Securities are validly issued, fully paid and
nonassessable, and the Company and its Subsidiaries, as the case may be, are the legal and beneficial owner of the Pledged Securities,
free and clear of any lien, security interest or other encumbrance except for Permitted Liens and the security interests created by this
Agreement and the liens securing the Equipment Leases.


 


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


 


(k) Each
Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens
and security interests (subject to Permitted Liens, and liens securing Equipment Leases with respect to which the Secured Party shall
have a second priority lien) in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder
shall be terminated pursuant to Section 11 hereof. Each Debtor hereby agrees to defend the same against the claims of any and all persons
and entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the reasonable request
of the Secured Party, each Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements
pursuant to the UCC in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices
wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for
herein. Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain
the Collateral and the Security Interest hereunder, and each Debtor shall obtain and furnish to the Secured Party from time to time,
upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest
hereunder.


 




    	Page 6 of 20



    	 



    

 


(l) No
Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written
consent of the Secured Party not to be unreasonably, withheld, delayed or denied.


 


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


 


(n) Each
Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage
of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly
situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent
for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall
cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Secured Party
that (a) the Secured Party will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance
be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Secured Party and
such cancellation or change shall not be effective as to the Secured Party for at least thirty (30) days after receipt by the Secured
Party of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Secured Party
will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice
from the insurer of such default. If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim
or series of related claims do not exceed $50,000, loss payments in each instance will be applied by the applicable Debtor to the repair
and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or
the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor, provided, however, that payments
received by any Debtor after an Event of Default occurs and is continuing or in excess of $50,000 for any occurrence or series of related
occurrences shall be paid to the Secured Party and, if received by such Debtor, shall be held in trust for and immediately paid over
to the Secured Party unless otherwise directed in writing by the Secured Party. Copies of such policies or the related certificates,
in each case, naming the Secured Party as lender loss payee and additional insured shall be delivered to the Secured Party at least annually
and at the time any new policy of insurance is issued.


 


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


 


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


 




    	Page 7 of 20



    	 



    

 


(q) Each
Debtor shall permit the Secured Party and their representatives and agents, upon reasonable advance notice and at reasonable times so
as not to disrupt the Debtor’s business, to inspect the Collateral at any time, and to make copies of records pertaining to the
Collateral as may be reasonably requested by a Secured Party from time to time.


 


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


 


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


 


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


 


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


 


(v) No
Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one),
legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to
the Secured Party of such change and, at the time of such written notification, so as to provide the Secured Party with an opportunity
to file and record any financing statements or fixture filings necessary to perfect and continue perfected the perfected security Interest
granted and evidenced by this Agreement.


 


(w) No
Debtor may consign any of its Inventory or sell any of its Inventory on bill and hold, sale or return, sale on approval, or other conditional
terms of sale without the consent of a Majority in Interest which shall not be unreasonably withheld, delayed or denied, except to the
extent such consignment or sale does not exceed 10% of the total value of all of the Company’s finished goods in Inventory.


 


(x) No
Debtor may relocate its chief executive office to a new location without providing 30 days’ prior written notification thereof
to the Secured Party and so long as, at the time of such written notification, so as to provide the Secured Party with an opportunity
to file and record at the Debtors’ expense any financing statements or fixture filings necessary to perfect and continue perfected
the perfected security Interest granted and evidenced by this Agreement.


 


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


 




    	Page 8 of 20



    	 



    

 


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


 


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


 


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


 


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


 


(dd) If
there is any investment property or deposit account included as Collateral that can be perfected by “control” through an
account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory
to the Secured Party, to be entered into and delivered to the Secured Party.


 


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


 


(ff) To
the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Secured Party in notifying
such third party of the Secured


 


Party’s
security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party
with respect to the Collateral, in form and substance satisfactory to the Secured Party.


 


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


 


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


 




    	Page 9 of 20



    	 



    

 


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


 


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


 


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


 


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


 


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


 




    	Page 10 of 20



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c) The
failure by any Debtor to observe or perform any of its obligations hereunder for 20 days after delivery to such Debtor of notice of such
failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and such
Debtor is using best efforts to cure same in a timely fashion; or


 


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


 




    	Page 11 of 20



    	 



    

 


7. Duty
To Hold In Trust.


 


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


 


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


 


8. Rights
and Remedies Upon Default.


 


(a) Upon
the occurrence and continuance of any Event of Default and at any time thereafter, the Secured Party, acting through any agent appointed
by them for such purpose, shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured
Party shall have all the rights and remedies of a secured party under the UCC. Without limitation, the Secured Party shall have the following
rights and powers:


 


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


 


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


 




    	Page 12 of 20



    	 



    

 


(iii) The
Secured Party shall have the right to operate the business of each Debtor using the Collateral and shall have the right to assign, sell,
lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without
special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times
and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except
as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any Debtor or right of redemption
of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party
may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and
discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released. Unless the Collateral
is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will
give the Debtors reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any
other intended disposition thereof is to be made. The requirements of commercially reasonable notice shall be met if such notice is sent
to the Debtors at least ten (10) days before the time of the intended sale or disposition.


 


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


 


(v) The
Secured Party may (but are not obligated to) direct any financial intermediary or any other person or entity holding any investment property
to transfer the same to the Secured Party or their designee.


 


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


 


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


 




    	Page 13 of 20



    	 



    

 


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


 


9.
Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied
first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation,
any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses
incurred by the Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral,
and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured
Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the
proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtors will be liable for the
deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default
Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted
by applicable law, each Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal,
retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined
by a final judgment (not subject to further appeal) of a court of competent jurisdiction.


 


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


 


11.
Costs and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with
any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial
releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The
Debtors shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice, imperil or
otherwise affect the Collateral or the Security Interest therein. The Debtors will also, upon demand, pay to the Secured Party the amount
of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the
Secured Party may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured
Party under the Notes, the other Transaction Documents and the other documents entered into in connection therewith. Until so paid, any
fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default Rate.


 




    	Page 14 of 20



    	 



    

 


12.
Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the
Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or
its unavailability for any reason. Without limiting the generality of the foregoing, (a) no Secured Party (i) has any duty (either before
or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral,
or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable
under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. No Secured Party shall
have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by
any Secured Party of any payment relating to any of the Collateral, nor shall the any Secured Party be obligated in any manner to perform
any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency
of any payment received by any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under
any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to any Secured Party may be entitled at any time or times.


 


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


 


14.
Term of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under the Notes
have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of
the Debtors contained in this Agreement shall survive and remain operative and in full force and effect regardless of the termination
of this Agreement. The Debtors may participate at their expense in the defense of any such claim.


 




    	Page 15 of 20



    	 



    

 


15. Power
of Attorney; Further Assurances.


 


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


 


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


 


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


 




    	Page 16 of 20



    	 



    

 


16. Notices.
All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase Agreement
(as such term is defined in the Note).


 


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


 


18. RESERVED.


 


19. Miscellaneous.


 


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


 


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


 


(c) This
Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede all
prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement, no provision
of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement and signed by the
Majority Purchasers (as defined in the Notes).


 


(d) In
the event any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, unless
such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such invalid,
prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding
the foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision,
as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating
the remaining portion of such provision or the other provisions of this Agreement and without affecting the validity or enforceability
of such provision or the other provisions of this Agreement in any other jurisdiction.


 


(e) No
waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the party
giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or
similar nature or otherwise.


 


(f) This
Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.


 




    	Page 17 of 20



    	 



    

 


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


 


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


 


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


 


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


 


(k)
Each Debtor shall indemnify, reimburse and hold harmless the Secured Party and their respective partners, members, shareholders,
officers, directors, employees and agents (collectively, “Indemnitees”) from and against any and all losses,
claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of
investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to
or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages,
penalties, suits, costs and expenses which result from fraud, the gross negligence, or illegal or willful misconduct of the
Indemnitee as determined by a final, non-appealable decision of a court of competent jurisdiction. This indemnification provision is
in addition to, and not in limitation of, any other indemnification provision in the Notes, the Purchase Agreement (as such term is
defined in the Notes) or any other agreement, instrument or other document executed or delivered in connection herewith or
therewith.


 


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


 


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


 


[SIGNATURE
PAGES FOLLOW]


 




    	Page 18 of 20



    	 



    

 


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


 


	White
    River Energy Corp	 
	 	 	 
	By:		 
	Name:
    		 
	Title:
    		 
	 	 	 
	White
    River Holdings Corp	 
	 	 	 
	By:		 
	Name:
    		 
	Title:
    		 
	 	 	 
	White
    River E&P Management 1 LLC	 
	 	 	 
	By:		 
	Name:		 
	 	 	 
	White
    River Energy LLC	 
	 	 	 
	By:		 
	Name:		 
	 	 	 
	White
    River E&P LLC	 
	 	 	 
	By:		 
	Name:		 
	 	 	 
	White
    River SPV 2 LLC	 
	 	 	 
	By:		 
	Name:		 
	 	 	 
	White
    River SPV 3 LLC	 
	 	 	 
	By:		 
	Name:
    		 
	 	 	 
	White
    River Operating LLC	 
	 	 	 
	By:	          	 
	Name:		 


 


[SIGNATURE
PAGE OF HOLDER]


 




    	Page 19 of 20



    	 



    

 


	Name
    of Investing Entity: 		 





	Signature
    of Authorized Signatory of Investing entity: 		 





	Name
    of Authorized Signatory: 		 





	Title
    of Authorized Signatory: 		 


 






    	Page 20 of 20