Exhibit 10.5


 


SECURITY AGREEMENT


 


SECURITY AGREEMENT, dated
as of December 30, 2022 (this “Agreement”), among MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the “Company”),
MOBIQUITY NETWORKS, INC., a New York corporation and wholly-owned subsidiary of the Company (“Networks Sub”), ADVANGELISTS,
LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Advangelists Sub”, and together
with Networks Sub, the Company and any other entity that that may become a party hereto as a Debtor as provided herein, collectively,
the “Debtors” and each, individually, a “Debtor”), and WALLEYE OPPORTUNITIES MASTER FUND LTD, a
Cayman Islands company (“Walleye”) in its capacity as both (i) the holder of that certain Senior Secured 20% OID Promissory
Note dated as of the date hereof issued by the Company to Walleye in the aggregate original principal amount of $1,437,500 (as amended,
amended and restated, modified or supplemented from time to time, the “Note”) (in such capacity, together with its
endorsees, transferees and assigns with respect to the Note, collectively, the “Secured Party”), and (ii) as the Agent
(as defined below).


 


W I T N E S S E T H:


WHEREAS, pursuant to that
certain Securities Purchase Agreement dated as of the date hereof (as amended, amended and restated, modified or supplemented from time
to time, the “Purchase Agreement”) by and between the Company and Walleye in its capacity as an Investor (as defined
in the Purchase Agreement), Walleye has purchased from the Company the Note and agreed to extend the loan to the Company evidenced by
the Note;


 


WHEREAS, pursuant to that
certain Subsidiary Guarantee dated as of the date hereof (as amended, modified or supplemented from time to time, “Guarantee”),
Networks Sub and Advangelists Sub have agreed to guarantee and act as surety for payment of the Note;


 


WHEREAS, in order to induce
Walleye to extend the loan evidenced by the Note, each Debtor has agreed to execute and deliver to Walleye this Agreement and to grant
to Walleye in its capacity as the Secured Party and through the Agent (as defined in Section 18 hereof), a security interest in
all assets of such Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under
the Note and the obligations of Networks Sub and Advangelists Sub and any other Guarantors (as defined in the Guarantee) under the Guarantee;
and


 


WHEREAS, (i) it is a condition
to the obligations of the Investors under the Purchase Agreement that this Security Agreement be duly executed and delivered and (ii)
this Security Agreement is one of the Transaction Documents described in the Purchase Agreement.


 


NOW THEREFORE, in consideration
of the premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


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


 


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


 


 


 


 






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(i)                
All goods, including, without limitation, (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;


 


(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, Intellectual
Property and income tax refunds;


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


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


 


(v)               All commercial tort claims;


 


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


 


(vii)           
 All investment property;


 


(viii)           
All supporting obligations; and


 


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


 


(x)               
the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) 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 which any Debtor has any ownership or other interest of any kind, including, without limitation, the
shares of capital stock and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time
pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary
of 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 that may hereafter be received, receivable or distributed
in respect of, or exchanged for, any of the foregoing and all rights arising under or in connection with the Pledged Securities, including,
but not limited to, all dividends, interest and cash. Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment
of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise
prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408
of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create
a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest
in the proceeds of such asset.


 


 


 


 






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(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)               
“Majority in Interest” means, at any time of determination, the majority in interest (based on then-outstanding
aggregate principal amount of the Note at the time of such determination) of the Secured Party.


 


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


 


(e)               
“Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint
or several) due or to become due, or that are now or may be hereafter contracted or acquired, of the Company or any other Debtor owing
to the Secured Party, including, without limitation, all obligations under this Agreement, the Note, the Guarantee and any other instruments,
agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others,
and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such
obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly
from the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted,
extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall
include, without limitation: (i) principal of, and interest on the Note and the loan evidenced by such Note; (ii) any and all other fees,
indemnities, costs, obligations and liabilities of the Company and the other Debtors from time to time under or in connection with this
Agreement, the Note, the Guarantee 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.


 


(f)                
“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).


 


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


 


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


 


 


 


 






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


 


2.                  
Grant of Security Interest in Collateral. As an inducement for Walleye in its capacity as 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 first lien
in, and security interest upon, and a right of set-off against all of its right, title and interest of whatsoever kind and nature in and
to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).


 


3.                  
Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, the Company shall deliver
or cause to be delivered to the Agent or its designee in accordance with instructions of the Agent provided to the Company (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 Company is, contemporaneously
with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational
Document governing any of the Pledged Securities.


 


4.                  
Representations, Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding section
of the disclosure schedules delivered to the Secured Party concurrently herewith (the “Disclosure Schedules”), which
Disclosure Schedules shall be deemed a part hereof, 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 each Debtor and no further action
is required by any Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal, valid and binding
obligation of the Debtors, enforceable against the Debtors 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.


 


(b)               
No Debtor any place of business or offices where its 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, such Debtor is the sole owner of the Collateral being pledged by such
Debtor hereunder (except for non-exclusive licenses granted by such Debtor in the ordinary course of business), free and clear of any
liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interests under this Agreement.
Except as set forth on Schedule C attached hereto, there is not on file in any governmental or regulatory authority, agency or
recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other
than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. Except
as set forth on Schedule C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect,
no Debtor shall execute and or knowingly permit to be on file in any such office or agency any other financing statement or other document
or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).


 


 


 


 






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(d)               
No written claim has been received that any Collateral or any 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 (i) written notice of such relocation
and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the
UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests to create
in favor of the Secured Party a valid, perfected and continuing perfected lien in the Collateral.


 


(f)                
This Agreement creates in favor of the Secured Party a valid first priority security interest in the Collateral, 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 UCC financing statements shall have been duly perfected. Except for the filing
of the UCC financing statements referred to in the immediately following paragraph, the execution and delivery of deposit account control
agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Debtors, and the
delivery of the certificates and other instruments provided in Section 3, no action is necessary to create, perfect or protect
the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements,
and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval
or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution,
delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral
or (iii) the enforcement of the rights of the Agent and the Secured Party hereunder.


 


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


 


(h)               
The execution, delivery and performance of this Agreement by the Debtor does not (i) violate any of the provisions of any Organizational
Documents of 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) except as set forth on Schedule B, 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. If any, all required consents (including, without limitation, from stockholders or creditors of any
Debtor) necessary for any Debtor to enter into and perform its obligations hereunder have been obtained.


 


(i)                
The capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent
all of the capital stock and other equity interests of the Subsidiaries and represent all capital stock and other equity interests owned,
directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company
is the legal and beneficial owner of the Pledged Securities that it owns, free and clear of any lien, security interest or other encumbrance
except for the security interests created by this Agreement. During the period in which any portion of the Note is outstanding, none of
the Debtors will without the prior written consent of the Agent, directly or indirectly, sell, offer, contract or grant any option to
sell, pledge, transfer or otherwise dispose of or transfer, (i) any shares of its capital stock, options, rights or warrants to acquire
shares of capital stock or securities exchangeable or exercisable for or convertible into shares of capital stock or (ii) any shares of
capital stock or other equity interests in any other Debtor.


 


 


 


 






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(j)                
The ownership and other equity interests in any corporation, partnership, and limited liability companies (if any) included in
the Collateral (the “Pledged Interests”) (i) by their express terms do not provide that they are securities governed
by Article 8 of the UCC, (ii) are not held in a securities account or by any financial intermediary, (iii) and are not evidenced by any
certificate, and shall not be evidenced by any certificate until all the Obligations have been paid in full.


 


(k)               
The Debtors shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected first priority
liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder
shall be terminated pursuant to Section 17 hereof. The Debtors hereby agree to defend the same against the claims of any and all
persons and entities. The Debtors shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the
Agent, the Debtors will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing
statements pursuant to the UCC in form reasonably satisfactory to the Agent and will pay the cost of filing the same in all public offices
wherever filing is, or is deemed by the Agent to be, necessary or desirable to effect the rights and obligations provided for herein.
Without limiting the generality of the foregoing, the Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral
and the Security Interests hereunder, and the Debtors shall obtain and furnish to the Agent from time to time, upon demand, such releases
and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder.


 


(l)                
Except as set forth on Schedule B, no Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose
of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory
by a Debtor in its ordinary course of business) without the prior written consent of a Majority in Interest.


 


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


 


(o)               
The Debtors shall, within five (5) Business Days of any Debtor obtaining knowledge thereof, advise the Secured Party promptly,
in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material
adverse effect on the value of the Collateral or on the Secured Party’s security interest, through the Agent, therein.


 


 


 


 






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(p)               
The Debtors shall promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take such further action as the Agent may from time to time
request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s security interest in the
Collateral.


 


(q)               
The Debtors shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and
upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent from
time to time.


 


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


 


(s)                
The Debtors 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 any 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 accurate and complete in all material respects as of the date furnished.


 


(u)               
The Debtor shall at all times preserve and keep in full force and effect 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, such Debtor provides any financing statements
or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(w)             
Except in the ordinary course of business, 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 the Agent which shall not be unreasonably
withheld.


 


(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, such Debtor provides any financing statements or fixture
filings necessary to perfect and continue the perfection of the Security Interests 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
Schedule D attached hereto, which Schedule D sets forth such Debtor’s organizational identification number or, if
any Debtor does not have one, states that one does not exist.


 


(z)               
(i) The actual name of each Debtor is the name set forth in Schedule D attached hereto; (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 Agent.


 


 


 


 






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(bb)           
Each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the
Pledged Interests consistent with the terms of this Agreement without the further consent of 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)            
The Debtors shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is
not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created
by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the 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, upon the written request of the Agent (waivable in its sole discretion), the applicable Debtor shall promptly
cause such an account control agreement covering such investment property or deposit account, as applicable, in form and substance in
each case satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Party. Schedule I
hereto lists of all deposit accounts held or controlled by any Debtor as of the date hereof.


 


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


 


(gg)           
If any Debtor shall at any time hold or acquire a commercial tort 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 Agent.


 


(hh)           
The Debtors 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 Interests in such
accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and cooperate with the
Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or
local statute or rule to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof.


 


(ii)              
Intentionally Omitted.


 


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


 


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


 


 


 


 






    	 	8	 



     


    

 


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


 


(mm)           Without
limiting the generality of the other obligations of any Debtor 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 Agent notice whenever it acquires (whether absolutely or by license) or creates any additional
material Intellectual Property.


 


(nn)           
The Debtors 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 Agent may reasonably request,
in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise
and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement,
including without limitation, intellectual property security agreements.


 


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


 


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


 


(qq)           
Until the Obligations shall have been paid and performed in full, the Company covenants that it shall promptly direct any direct
or indirect subsidiary of the Company formed or acquired after the date hereof to join the Guarantee as an additional Guarantor (as defined
in the Guarantee) in favor of the Agent on behalf itself and the other Secured Party.


 


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


 


 


 


 






    	 	9	 



     


    

 


6.                  
Defaults. Each of the following events shall constitute an “Event of Default” hereunder:


 


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


 


(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 five (5) Business Days after delivery to such
Debtor of notice of such failure by or on behalf of the Agent 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.


 


7.                  
Duty to Hold in Trust.


 


(a)               
Upon the occurrence 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 Interests, whether payable pursuant to the Note or otherwise, or of any check,
draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured
Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Agent on behalf of the Secured Party, for
application to the satisfaction of the Obligations.


 


(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 Agent 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 Agent subject to the terms of this Agreement as Collateral.


 


8.                  
Rights and Remedies Upon Default.


 


(a)               
In addition to the rights and privileges set forth in clauses (b), (c), (d) and (e) of this Section 8 and notwithstanding
anything to the contrary herein, each Debtor grants to the Agent on behalf of the Secured Party an IRREVOCABLE PROXY, to vote from
time to time all or any part of the Pledged Interests pledged by such Debtor hereunder, in each case in any manner Agent deems advisable,
either for or against any or all matters submitted, or which may be submitted, to a vote of shareholders, partners, or members, as the
case may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders, partners, or members would
be entitled (including, without limitation, giving or withholding written consents, clarifications, and waivers with respect to the Pledged
Interests, calling special meetings of the holders of the Pledged Interests and voting at such meetings). The IRREVOCABLE PROXY
granted hereby is effective automatically, without the necessity that any other action (including, without limitation, that any transfer
of any of the Pledged Interests be recorded on the books and records of the issuer of such Pledged Interests) be taken by any Person (including
each Debtor, any issuer of Pledged Interests or any officer or agent thereof), is coupled with an interest, shall be irrevocable, shall
survive the bankruptcy, dissolution or winding up of any and all Debtors, and shall terminate at such time as the Obligations shall have
been paid in full; provided that, at the earlier of (i) such time as the Obligations shall have been paid in full and (ii) such
IRREVOCABLE PROXY is rescinded in writing by the Agent, each Debtor will have the right to exercise the voting and consensual rights
and powers that it would otherwise be entitled to exercise with respect to its Pledged Interests and all rights of the Agent to vote all
or any part of the Pledged Interests will cease automatically without the necessity that any other action be taken by any Person (including
the Agent or any officer or agent thereof). Each Debtor covenants and agrees that, prior to the expiration of such IRREVOCABLE PROXY
and to the extent reasonably requested by the Agent, such Debtor will reaffirm such IRREVOCABLE PROXY in a manner reasonably satisfactory
to the Agent. None of the Agent nor the Secured Party shall be liable for any failure of the Agent not to vote all or any part of any
Pledged Interests pledged by such Debtor hereunder or to exercise any other rights pursuant to this Section 8(a). Notwithstanding
the foregoing, the Agent shall not exercise the IRREVOCABLE PROXY (other than in actions solely to maintain the effectiveness and
enforceability of the IRREVOCABLE PROXY) set forth in this clause (a) except upon the occurrence and during the continuance of
an Event of Default.


 


 


 


 






    	 	10	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)             
The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of 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.


 


 


 


 






    	 	11	 



     


    

 


(c)               EACH
DEBTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH DEBTOR WITH RESPECT TO THE COLLATERAL,
INCLUDING, SOLELY DURING THE CONTINUANCE OF AN EVENT OF DEFAULT EVENT OF DEFAULT, (I) THE RIGHT TO TRANSFER AND REGISTER IN ITS NAME
OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE COLLATERAL, (II) THE RIGHT TO VOTE THE PLEDGED INTERESTS, WITH FULL POWER
OF SUBSTITUTION TO DO SO, (III) THE RIGHT TO RECEIVE AND COLLECT ANY DIVIDEND OR OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF OR IN EXCHANGE
FOR THE COLLATERAL OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO SUCH DEBTOR
FOR SAME, (IV) THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE COLLATERAL WOULD BE ENTITLED
(INCLUDING, WITH RESPECT TO THE PLEDGED INTERESTS, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS, CALLING SPECIAL MEETINGS OF MEMBERS
AND VOTING AT SUCH MEETINGS), AND (V) THE RIGHT TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH AGENT MAY DEEM NECESSARY OR ADVISABLE
TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST
AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION OF THIS AGREEMENT. SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY
OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED INTERESTS ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE
ISSUER OF THE PLEDGED INTERESTS OR ANY OFFICER OR AGENT THEREOF). NOTWITHSTANDING THE FOREGOING, THE AGENT SHALL NOT HAVE ANY DUTY TO
EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.


 


(d)               
The Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered
adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving any
warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the 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 Agent’s rights and remedies hereunder, including, without limitation, its right
following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.


 


(e)               
For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided
by agreement or applicable law, each Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Party, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other compensation to 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 or from
payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking,
holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs
incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent in enforcing
the Secured Party’s rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction
of the Obligations to the Secured Party, 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 20% 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.


 


 


 


 






    	 	12	 



     


    

 


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


 


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


 


12.              
Responsibility for Collateral. The Debtors, jointly and severally, 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) neither the Agent
nor the Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral
or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale,
and (b) 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. Neither the Agent nor the Secured Party shall have any obligation or liability under any such contract or agreement
by reason of or arising out of this Agreement or the receipt by the Agent or the Secured Party of any payment relating to any of the Collateral,
nor shall the Agent or the Secured Party be obligated in any manner to perform any of the obligations of 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 the Agent or the Secured
Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present
or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned
to the Agent or to which the Agent or the Secured Party may be entitled at any time or times


 


13.              
Security Interests Absolute. All rights of the Agent and 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 Note, the Purchase
Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time,
manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Note, the Purchase Agreement or any other agreement entered into in connection with the foregoing;
(c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure
from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Agent
or Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection
with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor,
or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in
full, the rights of the Agent and 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 Agent or any other 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 Agent or such other 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 Agent or any other Secured Party to proceed against any other person or entity or to apply any Collateral
which the Agent or any other 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.


 


 


 


 






    	 	13	 



     


    

 


14.              
Power of Attorney; Further Assurances.


 


(a)               
Each Debtor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents, successors or
assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent
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 Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight
or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection
with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances
at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue
for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual
Property; and (vi) generally, at the option of the Agent, and at the expense of the 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 Agent deems necessary to protect, preserve and
realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all
as fully and effectually as such Debtor might or could do; and, in furtherance of the foregoing 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 Agent, on behalf of itself and 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, the Debtors will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper
filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached
hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested
by the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement,
or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC.


 


(c)               
Each Debtor hereby irrevocably appoints the Agent 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 Agent’s discretion, to take any action and to execute
any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, pertaining to the filing,
in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral
without the signature of 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 Agent.
This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any
of the Obligations shall be outstanding.


 


15.              
Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or
by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have the right,
in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying
or affecting any of the Secured Party’s rights and remedies hereunder.


 


 


 


 






    	 	14	 



     


    

 


16.              
Notices. All notices, requests, demands, and other communications provided for hereunder must be in writing and will be
deemed to have been duly given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via email prior to 5:30 p.m. (New York City time) on any Business Day; (b) the next Business Day after the date of transmission, if such
notice or communication is delivered via email on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any
Business Day; (c) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service
or (d) upon actual receipt by the party to whom such notice is required to be given, addressed as follows:


 


if to the Company or


any other Debtor:                 Mobiquity Technologies, Inc.


35 Torrington Lane


Shoreham, NY 11786


Attention: Dean Julia,
Chief Executive Officer


Email: djulia@mobiquitynetworks.com


 


with a copy to:              Morse & Morse, PLLC


2100 Deer Park Ave., Ste. 1


Attention: Steven Morse, Esq.


Email: morgold@aol.com


 


if to the Agent:                     Walleye Opportunities Master Fund Ltd


2800 Niagara Lane N.


Plymouth, MN 55447


Attention: William England


Email: wengland@walleyecapital.com


 


or as to the Company, any other Debtor or the Agent,
at such other address as shall be designated by such party in a written notice to the other parties delivered in accordance with this
Section 16.


 


17.              
Term of Agreement; Survival. This Agreement and the Security Interests shall terminate on the date on which all payments
under the Note have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all
indemnities of the Debtors contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain
operative and in full force and effect regardless of the termination of this Agreement.


 


18.              
Appointment of Agent. The Secured Party hereby appoints Walleye Opportunities Master Fund Ltd to act as its agent (the “Agent”)
for purposes of exercising any and all rights and remedies of the Secured Party hereunder. Such appointment shall continue until revoked
in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent. The Agent shall have the rights,
responsibilities and immunities set forth in Annex B hereto.


 


19.              
Miscellaneous.


 


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


 


(b)               
All of the rights and remedies of the Secured Party and the Agent 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.


 


 


 


 






    	 	15	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(h)               
Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily
governed by the jurisdiction or situs where the Collateral is located, the Debtor agrees that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement, the Note and/or any other Transaction Document (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 New York City (the “New York County Courts”). Except
to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, each Debtor hereby irrevocably submits
to the exclusive jurisdiction of the New York County Courts 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 an action or proceeding to enforce
any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred in the investigation, preparation, and prosecution of such action or proceeding.


 


 


 


 






    	 	16	 



     


    

 


(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 or counterpart is delivered
by e-mail delivery of a ‘.pdf” format data file, such signature or counterpart shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such ‘.pdf” signature
page or counterpart was an original thereof.


 


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


 


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


 


(l)                
Nothing in this Agreement shall be construed to subject Agent or the Secured Party to liability as a partner in 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 shall Agent or the Secured Party be deemed to have assumed any obligations under any partnership
agreement or limited liability company agreement, as applicable, of any such Debtor or any of 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]


 


 


 






    	 	17	 



     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed as of the date first above written.


 


 


DEBTORS:


 


MOBIQUITY TECHNOLOGIES, INC.


 


By: /s/ Dean Julia                                   




Name: Dean Julia


Title: CEO


 


MOBIQUITY NETWORKS, INC.


 


By: /s/ Dean Julia                                  




Name: Dean Julia


Title: CEO


 


ADVANGELISTS, LLC


 


By: /s/ Dean Julia                                




Name: Dean Julia


Title: Managing
Director


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	18	 



     


    

 


 


 


 


AGENT:


 


WALLEYE OPPORTUNITIES MASTER FUND LTD


 


By: /s/ William England                                 




Name: William
England


Title: Chief
Executive Officer of the Manager


 


 


[SIGNATURE PAGE OF SECURED PARTY TO THE SECURITY
AGREEMENT]


 


 


 


 


 


 






    	 	19	 



     


    

 


[SIGNATURE PAGE OF SECURED PARTY TO THE SECURITY AGREEMENT]


 


For Individuals:


 


Name of Individual Investor: ____________________________________


 


Signature of Individual
Investor: ________________________________


 


Notice Address: _____________________________________________


 


Email: _____________________________________________________


 


For Entities:


 


Name of Investing Entity: Walleye
Opportunities Master Fund Ltd                        


 


Signature of Authorized Signatory
of


 


Investing entity: /s/
William England                                                                         


 


Name of Authorized Signatory:
William England                                                    


 


Title of Authorized Signatory:
Chief Executive Officer of the Manager             


 


Notice
Address: _____________________________________________


 


Email: _____________________________________________________


 


 


 


 






    	 	20	 



     


    

 


ANNEX A


to


SECURITY


AGREEMENT


 


 


FORM OF ADDITIONAL
DEBTOR JOINDER


 


Reference is made to that
certain Security Agreement dated of December 30, 2022 (as amended, modified or supplemented from time to time, the “Security
Agreement”) by and among the Company in its capacity as a Debtor, the other Debtors party thereto, the Agent and the Secured
Party party thereto; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or
by reference in, the Security Agreement.


 


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


 


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


 


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


 


 


 


 


 






    	 	21	 



     


    

 


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


 


[Name of Additional Debtor]


 


By:


Name:


Title:


 


Address:


 


 


 


 Dated:




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	22	 



     


    

 


 


ANNEX B


to


SECURITY


AGREEMENT


 


THE AGENT


 


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


 


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


 


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


 


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


 


 


 






    	 	23	 



     


    

 


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


 


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


 


7.                  
Resignation by the Agent.


 


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


 


(b)               
Upon any such notice of resignation, the Secured Party, acting by a Majority in Interest, shall appoint a successor Agent hereunder.


 


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


  


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


 


 






    	 	24