EX-10.4



 Exhibit 10.4 
 Execution Version 
  
  

 
 GUARANTY AND SECURITY AGREEMENT

 Dated as of October 25, 2013 
 among  
 PMI HOLDINGS, INC., 

a Delaware corporation 
 and 
 Each Other Grantor 

From Time to Time Party Hereto 
 and 
 GOLUB CAPITAL LLC, 

as Agent 
  

 
  







 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
	ARTICLE I DEFINED TERMS	  	 	1	  
		 	Section 1.1	  	Definitions	  	 	1	  
		 	Section 1.2	  	Certain Other Terms	  	 	4	  
		
	 ARTICLE II GUARANTY
	  	 	5	  
		 	Section 2.1	  	Guaranty	  	 	5	  
		 	Section 2.2	  	Limitation of Guaranty	  	 	6	  
		 	Section 2.3	  	Contribution	  	 	6	  
		 	Section 2.4	  	Authorization; Other Agreements	  	 	6	  
		 	Section 2.5	  	Guaranty Absolute and Unconditional	  	 	7	  
		 	Section 2.6	  	Waivers	  	 	8	  
		 	Section 2.7	  	Reliance	  	 	8	  
		
	 ARTICLE III GRANT OF SECURITY INTEREST
	  	 	8	  
		 	Section 3.1	  	Collateral	  	 	8	  
		 	Section 3.2	  	Grant of Security Interest in Collateral	  	 	9	  
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES
	  	 	9	  
		 	Section 4.1	  	Title; No Other Liens	  	 	9	  
		 	Section 4.2	  	Perfection and Priority	  	 	10	  
		 	Section 4.3	  	Jurisdiction of Organization; Chief Executive Office	  	 	10	  
		 	Section 4.4	  	Locations of Inventory, Equipment and Books and Records	  	 	11	  
		 	Section 4.5	  	Pledged Collateral	  	 	11	  
		 	Section 4.6	  	Instruments and Tangible Chattel Paper Formerly Accounts	  	 	11	  
		 	Section 4.7	  	Intellectual Property	  	 	11	  
		 	Section 4.8	  	Commercial Tort Claims	  	 	12	  
		 	Section 4.9	  	Specific Collateral	  	 	12	  
		 	Section 4.10	  	Enforcement	  	 	12	  
		
	 ARTICLE V COVENANTS
	  	 	13	  
		 	Section 5.1	  	Maintenance of Perfected Security Interest; Further Documentation and Consents	  	 	13	  
		 	Section 5.2	  	Changes in Locations, Name, Etc.	  	 	13	  
		 	Section 5.3	  	Pledged Collateral	  	 	14	  
		 	Section 5.4	  	Accounts	  	 	15	  
		 	Section 5.5	  	Commodity Contracts	  	 	15	  
		 	Section 5.6	  	Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper	  	 	15	  
		 	Section 5.7	  	Intellectual Property	  	 	17	  
		 	Section 5.8	  	Notices	  	 	18	  
		 	Section 5.9	  	Notice of Commercial Tort Claims	  	 	18	  
		
	 ARTICLE VI REMEDIAL PROVISIONS
	  	 	18	  
		 	 Section 6.1
	  	Code and Other Remedies	  	 	18	  


  
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 TABLE OF CONTENTS 
 (continued) 
  

									
	 	  	 	 	 	  	Page	 
		  	Section 6.2	 	Accounts and Payments in Respect of General Intangibles	  	 	22	  
		  	Section 6.3	 	Pledged Collateral	  	 	23	  
		  	Section 6.4	 	Proceeds to be Turned over to and Held by Agent	  	 	24	  
		  	Section 6.5	 	Sale of Pledged Collateral	  	 	24	  
		  	Section 6.6	 	Deficiency	  	 	25	  
		
	ARTICLE VII AGENT	  	 	25	  
		  	Section 7.1	 	Agent’s Appointment as Attorney-in-Fact	  	 	25	  
		  	Section 7.2	 	Authorization to File Financing Statements	  	 	27	  
		  	Section 7.3	 	Authority of Agent	  	 	27	  
		  	Section 7.4	 	Duty; Obligations and Liabilities	  	 	27	  
		
	ARTICLE VIII MISCELLANEOUS	  	 	28	  
		  	Section 8.1	 	Reinstatement	  	 	28	  
		  	Section 8.2	 	Release of Collateral	  	 	28	  
		  	Section 8.3	 	Independent Obligations	  	 	29	  
		  	Section 8.4	 	No Waiver by Course of Conduct	  	 	29	  
		  	Section 8.5	 	Amendments in Writing	  	 	29	  
		  	Section 8.6	 	Additional Grantors; Additional Pledged Collateral	  	 	29	  
		  	Section 8.7	 	Notices	  	 	30	  
		  	Section 8.8	 	Successors and Assigns	  	 	30	  
		  	Section 8.9	 	Counterparts	  	 	30	  
		  	Section 8.10	 	Severability	  	 	30	  
		  	Section 8.11	 	Governing Law	  	 	30	  
		  	Section 8.12	 	Waiver of Jury Trial	  	 	30	  
		  	Section 8.13	 	ULC Limitation	  	 	31	  
		  	Section 8.14	 	Subordination of Intercompany Indebtedness	  	 	32	  


  
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 ANNEXES AND SCHEDULES 

 

			
	Annex 1	  	Form of Pledge Amendment
	Annex 2	  	Form of Joinder Agreement
	Annex 3	  	Form of Intellectual Property Security Agreement
		
	Schedule 1	  	Commercial Tort Claims
	Schedule 2	  	Filings
	Schedule 3	  	Jurisdiction of Organization; Chief Executive Office
	Schedule 4	  	Location of Inventory and Equipment
	Schedule 5	  	Pledged Collateral
	Schedule 6	  	Intellectual Property

  

  
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 GUARANTY AND SECURITY AGREEMENT, dated as of October 25, 2013, by PMI HOLDINGS, INC., a
Delaware corporation (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the
“Grantors”), in favor of Golub Capital LLC (“Golub Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders, the L/C Issuers
and each other Secured Party (each as defined in the Credit Agreement referred to below). 
 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement dated as of the date hereof (as the same may be amended, restated, amended and restated,
supplemented and/or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the other Credit Parties party thereto, the Lenders, the L/C Issuers from time to time party thereto and Golub Capital, as
Agent for the Lenders and the L/C Issuers, and as a Lender, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the
Borrower; 
 WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of
credit under the Credit Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the Lenders and the L/C
Issuers to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to Agent; 
 NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuers and Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with Agent as follows: 
 ARTICLE I

 DEFINED TERMS 
 Section 1.1 Definitions. (a) Capital terms used herein without definition are used as defined in the Credit Agreement. 

(b) The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in
the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “account debtor”, “as-extracted
collateral”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “deposit account”, “electronic chattel
paper”, “equipment”, “farm products”, “fixture”, “general intangible”, “goods”, “health-care-insurance receivable”,
“instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record”, “securities account”,
“security”, “supporting obligation” and “tangible chattel paper”. 







 (c) The following terms shall have the following meanings: 

“Agreement” means this Guaranty and Security Agreement. 

“Applicable IP Office” means the United States Patent and Trademark Office, or the United States Copyright Office.

 “Cash Collateral Account” means a deposit account or securities account subject, in each instance, to a
Control Agreement, other than accounts established to cash collateralize L/C Reimbursement Obligations. 

“Collateral” has the meaning specified in Section 3.1. 

“Controlled Securities Account” means each securities account (including all financial assets held therein and all
certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement. 
 “Excluded Equity” means any voting stock in excess of sixty-five percent (65%) of the outstanding voting stock of any Foreign Subsidiary, which, pursuant to the terms of the Credit
Agreement, is not required to guaranty the Obligations. For the purposes of this definition, “voting stock” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote
(within the meaning of Treasury Regulations § 1.956-2(c)(2)). 
 “Excluded Property” means,
collectively, (i) Excluded Equity, (ii) any permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not
been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement
of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed
ineffective by the UCC or any other Requirement of Law, (iii) Property owned by any Grantor that is subject to a purchase money Lien or a Capital Lease permitted under the Credit Agreement if the Contractual Obligation pursuant to which such
Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such
equipment and (iv) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); provided, however, “Excluded Property” shall not
include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). 

  
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 “Guaranteed Obligations” has the meaning set forth in
Section 2.1. 
 “Guarantor” means each Grantor other than the Borrower. 

“Guaranty” means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement.

 “Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising
under any Requirement of Law in or relating to Internet domain names. 
 “Material Intellectual Property” means
Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of the Grantors’ business taken as a whole. 
 “Pledged Certificated Stock” means all certificated securities and any other Stock or Stock Equivalent of any Person evidenced by a certificate, instrument or other similar document (as
defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Stock and Stock Equivalents listed on Schedule 5. Pledged
Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 5.3 hereof. 

“Pledged Collateral” means, collectively, the Pledged Stock and the Pledged Debt Instruments. 

“Pledged Debt Instruments” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness
owed to such Grantor or other obligations owed to such Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Indebtedness described on Schedule 5, issued by the
obligors named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 5.3 hereof. 

“Pledged Investment Property” means any investment property of any Grantor, and any distribution of property made on, in
respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent
permitted by Section 5.3 hereof. 
 “Pledged Stock” means all Pledged Certificated Stock and all
Pledged Uncertificated Stock. 

  
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 “Pledged ULC Shares” means the Pledged Stock which are shares in capital
stock of a ULC. 
 “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not
Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and
interest of any Grantor in, to and under any Organization Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time,
including in each case those interests set forth on Schedule 5, to the extent such interests are not certificated. Pledged Uncertificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled
Securities Accounts to the extent permitted by Section 5.3 hereof. 
 “Software” means (a) all
computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of
the foregoing. 
 “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New
York; provided, however, that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of Agent’s or any other Secured Party’s security interest
in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions. 
 “ULC” means any unlimited company, unlimited liability company or unlimited liability corporation or any similar entity existing under the laws of any province or territory of Canada and
any successor to any such entity. 
 Section 1.2 Certain Other Terms. 

(a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The
terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein to an Annex, Schedule, Article, Section or clause refer to
the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant
part thereof. 

  
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 (b) Other Interpretive Provisions. 

(i) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or delivered pursuant hereto. 
 (ii) The
Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

 (iii) Certain Common Terms. The term “including” is not limiting and means “including
without limitation.” 
 (iv) Performance; Time. Whenever any performance obligation hereunder shall
be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” 

(v) Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual
instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time
to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document. 
 (vi) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or
interpreting the statute or regulation. 
 ARTICLE II 

GUARANTY 

Section 2.1 Guaranty. To induce the Lenders to make the Loans, the L/C Issuers to Issue Letters of Credit and
each other Secured Party to make credit available to or for the benefit of the Borrower, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and
punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Obligations of Borrower whether existing on the date hereof or
hereinafter incurred or created (the “Guaranteed Obligations”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection. 

  
 5 








 Section 2.2 Limitation of Guaranty. Any term or provision of this
Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this
Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty
for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made
under the Guaranty. 
 Section 2.3 Contribution. To the extent that any Guarantor shall be required hereunder
to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and other Obligations and (b) the amount such Guarantor would
otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought
hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on
such date. 
 Section 2.4 Authorization; Other Agreements. The Secured Parties are hereby authorized, without
notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: 

(a) (i) subject to compliance, if applicable, with Section 9.1 of the Credit Agreement, modify, amend, supplement or
otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; 

(b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order
as provided in the Loan Documents; 
 (c) refund at any time any payment received by any Secured Party in respect of any
Guaranteed Obligation; 
 (d) (i) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon,
fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold
additional 

  
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Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and
(iv) otherwise deal in any manner with the Borrower or any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and 
 (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations. 
 Section 2.5 Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the
following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and
evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by Agent): 
 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any
amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations
or any part thereof; 
 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof
from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; 
 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; 

(d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the
Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting,
any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; 
 (e) any foreclosure,
whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default that is continuing by any Secured Party to proceed separately against any Collateral in
accordance with such Secured Party’s rights under any applicable Requirement of Law; or 
 (f) any other defense,
setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower, in each case other than the payment in full of the Guaranteed
Obligations. 

  
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 Section 2.6 Waivers. Each Guarantor hereby unconditionally and
irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment
or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but
unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any
other Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other
Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or set off any of its obligations to such other Credit Party against
obligations of such Credit Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. 
 Section 2.7 Reliance. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower, each other Guarantor and any
other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each
Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time
or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such
Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Guarantor. 

ARTICLE III 

GRANT OF SECURITY INTEREST 
 Section 3.1 Collateral. For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at
any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”: 
 (a) all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, instruments, insurance, inventory, investment property, letter of credit rights, each Cash Collateral
Account, each Controlled Securities Account, all Pledged Collateral and any supporting obligations related to any of the foregoing; 

  
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 (b) the commercial tort claims described on Schedule 1 and on any
supplement thereto received by Agent pursuant to Section 5.9; 
 (c) all books and records pertaining to the
other property described in this Section 3.1; 
 (d) all property of such Grantor held by any Secured Party,
including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power,
including but not limited to cash; 
 (e) all other goods (including but not limited to fixtures) and personal property
of such Grantor, whether tangible or intangible and wherever located; and 
 (f) to the extent not otherwise included,
all proceeds of the foregoing. 
 Section 3.2 Grant of Security Interest in Collateral. Each Grantor, as
collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby mortgages, pledges
and hypothecates to Agent for the benefit of the Secured Parties, and grants to Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor;
provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on
and security in such property shall be deemed granted therein. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 
 To induce the Lenders, the L/C Issuers and Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to Agent, the Lenders, the L/C Issuers and the other
Secured Parties: 
 Section 4.1 Title; No Other Liens. Except for the Lien granted to Agent pursuant to this
Agreement and other Permitted Liens under any Loan Document (including Section 4.2), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. Such Grantor (a) is the record and
beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any
other Lien (other than Permitted Liens). 

  
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 Section 4.2 Perfection and Priority. The security interest granted
pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which
a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such
schedule, have been delivered to Agent in completed and duly authorized form), (ii) with respect to any deposit account or securities account, the execution of Control Agreements, (iii) in the case of all Copyrights, Trademarks and Patents
for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not
supporting obligations of Collateral, the execution of a Contractual Obligation granting control to Agent over such letter-of-credit rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control
to Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over Agent’s Lien by operation of law or permitted pursuant to subsections
5.1(e), (g), (h), (i), (j) or (k) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to Agent of such Pledged Certificated
Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Agent or in blank, (ii) in the case of all Pledged Investment Property not in
certificated form, the execution of Control Agreements with respect to such investment property; (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged
Investment Property, the delivery thereof to Agent of such instruments and tangible chattel paper; (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting
control to Agent over such letter-of-credit rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to Agent over such electronic chattel paper. Except as set forth in this
Section 4.2, all actions by each Grantor necessary to protect and perfect the Lien granted hereunder on the Collateral have been duly taken to the extent requested by Agent. 

Section 4.3 Jurisdiction of Organization; Chief Executive Office. Such Grantor’s jurisdiction of
organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such
Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof. 

  
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 Section 4.4 Locations of Inventory, Equipment and Books and Records. On
the date hereof, such Grantor’s inventory and equipment (other than inventory or equipment in transit) and books and records concerning the Collateral are kept at the locations listed on Schedule 4. 

Section 4.5 Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (a) is listed on
Schedule 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (b) has been duly authorized, validly issued and is fully paid and
non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (c) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms. 

(b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property
consisting of instruments and certificates has been delivered to Agent in accordance with Section 5.3(a). 
 (c)
Upon the occurrence and during the continuance of an Event of Default, upon notice by Agent to a Grantor, Agent shall be entitled to exercise all of the rights of such Grantor granting the security interest in any Pledged Stock, and a transferee
or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of
such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock. 
 (d) No Grantor
shall take any action to cause any membership interest, partnership interest, or other equity interest, comprising the Pledged Uncertificated Stock to be or become a “security” within the meaning of, or to be governed by Article 8 of the
UCC as in effect under the laws of any state having jurisdiction and shall not cause or permit any Subsidiary to “opt in” or to take any other action seeking to establish any membership interest or partnership interest of the Pledged
Uncertificated Stock as a “security” or to become certificated. 
 Section 4.6 Instruments and Tangible
Chattel Paper Formerly Accounts. No amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to Agent, properly endorsed for transfer, to the
extent delivery is required by Section 5.6(a). 
 Section 4.7 Intellectual Property. 

(a) Schedule 6 sets forth a true and complete list of the following Intellectual Property such Grantor owns and is
registered or subject to applications for registration, including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application
for registration has been filed and (4) the registration or application number and registration or application date. 

  
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 (b) On the Closing Date, all Material Intellectual Property owned by such Grantor is
valid, in full force and effect, subsisting, unexpired and enforceable, and no Material Intellectual Property has been abandoned. No breach or default of any material IP License shall be caused by any of the following, and none of the following
shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property: (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding,
decision, judgment or order rendered by any Governmental Authority. There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the
ownership, use, validity, enforceability of, or such Grantor’s rights in, any Intellectual Property of such Grantor that could reasonably be expected to result in a Material Adverse Effect. To such Grantor’s knowledge, no Person has been
or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Grantor that could reasonably be expected to result in a Material Adverse Effect. Such Grantor, and to such Grantor’s knowledge
each other party thereto, is not in material breach or default of any material IP License. 
 Section 4.8
Commercial Tort Claims. The only commercial tort claims of any Grantor existing on the date hereof (regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or
whether litigation has been commenced for such claims) are those listed on Schedule 1, which sets forth such information separately for each Grantor. 
 Section 4.9 Specific Collateral. None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, health-care-insurance receivables or timber to be cut.

 Section 4.10 Enforcement. No Permit, notice to or filing with any Governmental Authority or any other
Person or any consent from any Person is required for the exercise by Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the
transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained
from any bailees or landlords to collect the Collateral. 

  
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 ARTICLE V 
 COVENANTS 
 Each Grantor agrees with Agent to the following, as long as any
Obligation or Commitment remains outstanding (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted): 
 Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and Consents. (a) Generally. Such Grantor shall (i) not use or permit any Collateral to be
used unlawfully or in violation of any provision of any Loan Document, any Related Agreement, any material Requirement of Law or any policy of insurance covering the Collateral and (ii) not enter into any Contractual Obligation or undertaking
restricting the right or ability of such Grantor or Agent to sell, assign, convey or transfer any Collateral if such restriction would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

(b) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least
the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons. 
 (c) Such Grantor shall furnish to Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as
Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to Agent. 
 (d)
At any time and from time to time, upon the written request of Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly
execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect
in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as Agent may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals necessary or
appropriate for the assignment to or for the benefit of Agent of any Contractual Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunder and (B) executing and delivering any Control
Agreements with respect to deposit accounts and securities accounts to the extent required by Section 4.11 of the Credit Agreement. 
 (e) To ensure that a Lien and security interest is granted on any of the Excluded Property set forth in clause (ii) of the definition of “Excluded Property”, such Grantor
shall use its commercially reasonable efforts to obtain any required consents from any Person other than the Borrower and its Affiliates with respect to any permit or license or any Contractual Obligation with such Person entered into by such
Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto. 

Section 5.2 Changes in Locations, Name, Etc. Except upon five (5) days’ prior written notice to Agent (or
such lesser period of notice as Agent, in its sole discretion, from time to time may agree in writing) and delivery to Agent of (a) all documents reasonably requested by Agent to maintain the validity, perfection and priority of the security
interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional and/or change in chief executive office, such Grantor shall not do any of the following: 

(i) change its jurisdiction of organization or its location, in each case from that referred to in Section 4.3; or


  
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 (ii) change its legal name or organizational identification number, if any,
or corporation, limited liability company, partnership or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading. 

Section 5.3 Pledged Collateral. (a) Delivery of Pledged Collateral. Such Grantor shall (i) deliver to
Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments in excess of $250,000 individually and $1,000,000 in the aggregate and
(C) all certificates and instruments evidencing Pledged Investment Property in excess of $250,000 individually and $500,000 in the aggregate and (ii) maintain all other Pledged Investment Property in excess of $250,000 in the aggregate in
a Controlled Securities Account. 
 (b) Event of Default. During the continuance of an Event of Default, Agent
shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange
any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations. 

(c) Cash Distributions with respect to Pledged Collateral. Except as provided in Article VI and subject to the
limitations set forth in the Credit Agreement, such Grantor shall be entitled to receive all cash distributions paid in respect of the Pledged Collateral. 
 (d) Voting Rights. Except as provided in Article VI, such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and
similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would result in any violation of any provision of any
Loan Document, except to the extent such vote, consent, right or action results in payment in full of the Obligations. 

(e) Each Grantor irrevocably waives any and all of its rights under those provisions of the operating agreement or limited
partnership agreement of (and the laws under which there has been organized) each Subsidiary of such Grantor which is a limited liability company or limited partnership, respectively, that (a) prohibit, restrict, condition or otherwise affect
the grant hereunder of any security interest or lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any 

  
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such security interest or lien or (b) otherwise conflict with the terms of this Agreement. To the extent that this provision is inconsistent with the terms of the operating agreement or
limited partnership agreement, as applicable, of any such Subsidiary, such operating agreement or limited partnership agreement, as applicable, shall be deemed to be amended so as to be consistent with the terms of this
Section 5.3(e). With respect to any of such Grantor’s Pledged Stock in a limited liability company or limited partnership, each Grantor hereby irrevocably consents to the grant of the security interest provided for herein and
to the Agent or its nominee becoming a member, limited partner or general partner, as applicable, in such limited liability company or limited partnership, as applicable (including succeeding to any management rights appurtenant thereto), pursuant
to a disposition thereof in connection with (or in lieu of) an exercise of remedies pursuant to this Agreement; provided that such successor member or partner, as applicable, then agrees in writing to be bound by, and a party to, the
applicable operating agreement or limited partnership agreement. 
 Section 5.4 Accounts. 

(a) Such Grantor shall not, other than in the ordinary course of business, (i) grant any extension of the time of payment of
any account, (ii) compromise or settle any account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any account, (iv) allow any credit or discount on any account or
(v) amend, supplement or modify any account in any manner that could adversely affect the value thereof. 
 (b) So
long as an Event of Default is continuing, Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and
information as Agent may reasonably require in connection therewith. At any time and from time to time during the continuance of an Event of Default, upon Agent’s reasonable request, such Grantor shall cause independent public accountants or
others satisfactory to Agent to furnish to Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the accounts. 
 Section 5.5 Commodity Contracts. Such Grantor shall not have commodity contracts in excess of $50,000 individually or $150,000 in the aggregate unless subject to a Control Agreement.

 Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property,
Letter-of-Credit Rights and Electronic Chattel Paper. (a) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper,
other than such instrument delivered in accordance with Section 5.3(a) and in the possession of Agent, such Grantor shall (i) promptly provide notice to Agent and (ii) at the request of Agent mark all such instruments and
tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of General Electric Capital Corporation, as Agent” and, at 

  
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the request of Agent, shall immediately deliver such instrument or tangible chattel paper to Agent, duly indorsed in a manner satisfactory to Agent. Notwithstanding the foregoing, so long as no
Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the Ordinary Course of Business any instrument received for payment in the Ordinary Course of Business, and the Agent shall, within reasonable time
upon request of the Grantor, make appropriate arrangements for making any instrument or tangible chattel paper delivered by Grantor available to Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the
extent deemed appropriate by Agent, against trust receipts or like document). 
 (b) Such Grantor shall not grant
“control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person other than Agent, a securities intermediary or a commodity intermediary. 

(c) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any
Collateral and (ii) in excess of $500,000, such Grantor shall promptly, and in any event within five (5) Business Days after becoming a beneficiary (or such later date as Agent, in its sole discretion, from time to time may agree in
writing), notify Agent thereof and use commercially reasonable efforts to enter into a Contractual Obligation with Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of
credit. Such Contractual Obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such
Contractual Obligation shall also direct all payments thereunder to a Cash Collateral Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, so long as no
Event of Default shall have occurred and be continuing, such Grantor may retain for collection (for a period of time not to exceed ten (10) days) in the Ordinary Course of Business any documentary letters of credit received in the Ordinary
Course of Business, and Agent shall, within reasonable time upon the request of the Grantor, make appropriate arrangements for making any letters of credit delivered by Grantor available to Grantor for purposes of presentation, collection or renewal
(any such arrangement to be effected, to the extent deemed appropriate by Agent, against trust receipts or like document). 

(d) If any amount in excess of $250,000 payable under or in connection with any Collateral owned by such Grantor shall be or
become evidenced by electronic chattel paper, such Grantor shall take all steps reasonably requested by Agent after notification by Grantor of ownership of such Collateral, to grant Agent control of all such electronic chattel paper for the purposes
of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National
Commerce Act. 

  
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 Section 5.7 Intellectual Property. (a) Within forty-five
(45) days after any change to Schedule 6 for such Grantor, such Grantor shall provide Agent notification thereof and the short-form intellectual property agreements and assignments as described in this Section 5.7 and
any other documents that Agent reasonably requests with respect thereto. 
 (b) Such Grantor shall (and shall cause all
its licensees to) (i) (1) continue to use each Trademark included in the Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used,
free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of
registration and all other notices and legends required by applicable Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless Agent shall obtain a perfected
security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in
any way, (x) any Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights included in the Material Intellectual Property may
become invalidated, otherwise impaired or fall into the public domain or (z) any Trade Secret that is Material Intellectual Property may become publicly available or otherwise unprotectable. 

(c) Such Grantor shall notify Agent immediately if it knows, or has reason to know, that any application or registration relating
to any Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such Grantor’s ownership of,
interest in, right to use, register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable IP Office). Such Grantor
shall take all actions that are necessary or reasonably requested by Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Material
Intellectual Property. 
 (d) Such Grantor shall not knowingly do any act or omit to do any act to infringe,
misappropriate, dilute, violate or otherwise impair the Intellectual Property of any other Person, except to the extent that such action would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. In
the event that any Material Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Grantor shall take such action as it reasonably deems appropriate under the
circumstances in response thereto, including promptly bringing suit and recovering all damages therefor. 

  
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 (e) Such Grantor shall execute and deliver to Agent in form and substance reasonably
acceptable to Agent and suitable for (i) filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks and Patents of such Grantor and
(ii) if requested by Agent, recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all material Internet Domain Names of such Grantor (together with appropriate supporting documentation as may be
requested by Agent). 
 Section 5.8 Notices. Such Grantor shall promptly notify Agent in writing of its
acquisition of any interest hereafter in material property that is of a type where a security interest or lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation. 

Section 5.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any
commercial tort claim in excess of $100,000 individually and $250,000 in the aggregate for all such commercial tort claims (whether from another Person or because such commercial tort claim shall have come into existence), (i) such Grantor
shall, within five (5) Business Days (or such later period acceptable to Agent) of such acquisition, deliver to Agent, in each case in form and substance reasonably satisfactory to Agent, a notice of the existence and nature of such commercial
tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver
to Agent, in each case in form and substance reasonably satisfactory to Agent, any document, and take all other action, deemed by Agent to be reasonably necessary or appropriate for Agent to obtain, on behalf of the Lenders, a perfected security
interest having at least the priority set forth in Section 4.2 in all such commercial tort claims. Any supplement to Schedule 1 delivered pursuant to this Section 5.9 shall, after the receipt thereof by Agent,
become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. 
 ARTICLE VI 
 REMEDIAL PROVISIONS 

Section 6.1 Code and Other Remedies. (a) UCC Remedies. During the continuance of an Event of Default,
Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under
the UCC or any other applicable law. 
 (b) Disposition of Collateral. Without limiting the generality of the
foregoing, Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any
obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any 

  
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Grantor or any other Person notice or opportunity for a hearing on Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell,
assign, convey, transfer, grant option or options to purchase and deliver any Collateral (or enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s
board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Agent shall have
the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of
redemption of any Grantor, which right or equity is hereby waived and released. 
 (c) Management of the
Collateral. Each Grantor further agrees, that, during the continuance of any Event of Default, (i) at Agent’s request, it shall assemble the Collateral and make it available to Agent at places that Agent shall reasonably select,
whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, Agent also has the right to require that each Grantor store and keep any Collateral pending further action by Agent and, while any such Collateral is so
stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until Agent is able to sell, assign, convey or transfer any Collateral,
Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by Agent and (iv) Agent may, if it so
elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to
such appointment. Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of Agent. 

(d) Application of Proceeds. Agent shall apply the cash proceeds of any action taken by it pursuant to this
Section 6.1, as set forth in the Credit Agreement, and only after such application and after the payment by Agent of any other amount required by any Requirement of Law, need Agent account for the surplus, if any, to any Grantor.

 (e) Direct Obligation. Neither Agent nor any other Secured Party shall be required to make any demand upon, or
pursue or exhaust any right or remedy against, any Grantor, any other Credit Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct
or indirect guaranty thereof. All of the rights and remedies of Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided
by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and 

  
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advantage of, and covenants not to assert against Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it
may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other disposition. 
 (f) Commercially Reasonable. To the
extent that applicable Requirements of Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following:

 (i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to
prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; 
 (ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain
Permits or other consents for the collection or disposition of any Collateral; 
 (iii) fail to exercise remedies
against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral; 

(iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such
Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral; 

(v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or
through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed
appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets
of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; 

(vi) dispose of assets in wholesale rather than retail markets; 

  
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 (vii) disclaim disposition warranties, such as title, possession or quiet
enjoyment; or 
 (viii) purchase insurance or credit enhancements to insure Agent against risks of loss,
collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral. 

Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are
commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this
Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by
this Agreement or by applicable Requirements of Law in the absence of this Section 6.1. 
 (g) IP
Licenses. For the purpose of enabling Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign,
convey, transfer or grant options to purchase any Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of the Secured Parties, (i) an
irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter
acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent
or other compensation to such Grantor) to use, operate and occupy all real Property owned, operated, leased, subleased or otherwise occupied by such Grantor. 
 (h) Exercise of Remedies Pursuant to Control Agreements. Agent agrees with each of the Grantors that, with respect to any deposit, securities or commodities account subject to a Control
Agreement, Agent shall not be entitled to exercise sole control or send any “blockage” or equivalent notice under any such Control Agreement unless an Event of Default under Section 7.1(a), (c) (solely with respect to a
breach of Article VI), (d) (solely with respect to a breach of Sections 4.1 or 4.2(b)), (f) or (g) of the Credit Agreement shall have occurred and be continuing or an acceleration of the Loans and/or termination of the Commitments has
occurred pursuant to Section 7.2 of the Credit Agreement; provided, however, that Agent shall not have any withdrawal rights over such accounts in respect of which a notice of sole control, “blockage” or equivalent is given


  
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 Section 6.2 Accounts and Payments in Respect of General Intangibles.
(a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general
intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Agent, in a Cash Collateral Account, subject to
withdrawal by Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for Agent, segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in
respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 
 (b) At any time during the continuance of an Event of Default: 
 (i) each Grantor shall, upon Agent’s request, deliver to Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account
or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to Agent and that payments in respect
thereof shall be made directly to Agent; 
 (ii) Agent may, without notice, at any time during the continuance of
an Event of Default, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to
Agent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general
intangibles; and 
 (iii) each Grantor shall take all actions, deliver all documents and provide all information
necessary or reasonably requested by Agent to ensure any Internet Domain Name is registered. 
 (c) Anything herein to
the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any
Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a
payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim,
to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times. 

  
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 Section 6.3 Pledged Collateral. (a) Voting Rights. During the
continuance of an Event of Default, upon notice by Agent to the relevant Grantor or Grantors, Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of
shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the
Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the
corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Agent
may determine), all without liability except to account for property actually received by it; provided, however, that Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing. 
 (b) Proxies. If an Event of Default has occurred and is
continuing, each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Agent appropriate instruments as Agent may reasonably request in order to permit Agent to exercise the voting and other consensual rights
which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder. Each Grantor hereby grants to Agent an irrevocable proxy to vote all or any part of the Pledged
Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be,
calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral
on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in
full of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted). 
 (c) Authorization of Issuers. Each Grantor hereby expressly and irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each
Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby or the Credit Agreement, pay any dividend or make any other payment with respect to
the Pledged Collateral directly to Agent. 

  
 23 









 (d) Pledged Stock. Upon the occurrence and during the continuance of an Event
of Default, upon notice by Agent to the relevant Grantor or Grantors, Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall
become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by
operation of law, cease to be a holder of such Pledged Stock. 
 Section 6.4 Proceeds to be Turned over to and
Held by Agent. During the continuance of an Event of Default, unless otherwise expressly provided in the Credit Agreement or this Agreement, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be
held by such Grantor in trust for Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to Agent in the exact form received (with any necessary endorsement).
All such proceeds of Collateral and any other proceeds of any Collateral received by Agent in cash or Cash Equivalents shall be held by Agent in a Cash Collateral Account. All proceeds being held by Agent in a Cash Collateral Account (or by such
Grantor in trust for Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement. 

Section 6.5 Sale of Pledged Collateral. (a) Each Grantor recognizes that Agent may be unable to effect a public
sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially
reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view
to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such
securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so. 
 (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to
Section 6.1 and this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained herein will cause irreparable injury to Agent
and other Secured Parties, that Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor,
and such Grantor hereby 

  
 24 









 
waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.
Each Grantor waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral by Agent. 
 Section 6.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured
Obligations and the fees and disbursements of any attorney employed by Agent or any other Secured Party to collect such deficiency. 
 ARTICLE VII 
 AGENT 

Section 7.1 Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and
appoints Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own
name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without
limiting the generality of the foregoing, each Grantor hereby gives Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall
be continuing: 
 (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse
and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court
of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; 

(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any
document that Agent may request to evidence, effect, publicize or record Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; 

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay
any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); 

  
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 (iv) execute, in connection with any sale provided for in
Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or 

(v) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due
thereunder directly to Agent or as Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any
Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence
and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits,
claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith,
give such discharges or releases as Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as Agent shall in
its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign, convey, transfer or grant a Lien on, make any Contractual Obligation with
respect to and otherwise deal with, any Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes and do, at Agent’s option, at any time or from time to time, all acts and things that Agent deems
necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. 

(vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. 
 (b) Subject to Section 9.5 of the Credit Agreement, the expenses of Agent incurred in connection with actions undertaken as provided in this Section 7.1, shall be payable by such
Grantor to Agent on demand. 
 (c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are
released. 

  
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 Section 7.2 Authorization to File Financing Statements. Each Grantor
authorizes Agent and its Related Persons, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such
offices as Agent reasonably determines appropriate to perfect, or continue or maintain perfection of, the security interests of Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as
“all assets of the debtor”. To the extent permitted by applicable law, a photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed
prior to the date hereof. 
 Section 7.3 Authority of Agent. Each Grantor acknowledges that the rights and
responsibilities of Agent under this Agreement with respect to any action taken by Agent or the exercise or non-exercise by Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out
of this Agreement shall, as between Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Agent and the Grantors, Agent
shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

 Section 7.4 Duty; Obligations and Liabilities. (a) Duty of Agent. Agent’s sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as Agent deals with similar property for its own account. The powers conferred on Agent hereunder are solely to
protect Agent’s interest in the Collateral and shall not impose any duty upon Agent to exercise any such powers. Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of
its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition, Agent shall not be
liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected
by Agent in good faith. 
 (b) Obligations and Liabilities with respect to Collateral. No Secured Party and no
Related Person thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties shall be
accountable only for 

  
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amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 
 ARTICLE VIII 
 MISCELLANEOUS 

Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Credit Party or other Person and
applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be
returned by any Secured Party to such Credit Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or
repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such
Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision
shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other
Collateral securing such obligation or the amount of such payment. 
 Section 8.2 Release of Collateral.
(a) At the time provided in Section 8.10 of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination)
of Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor is hereby authorized to file UCC
amendments at such time evidencing the termination of the Liens so released. At the request of any Grantor following any such termination, Agent shall deliver to such Grantor any Collateral of such Grantor held by Agent hereunder and execute and
deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 
 (b) If
Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the
terms and conditions set forth in, such subsection. In connection therewith, Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.


  
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 (c) At the time provided in subsection 8.10(b) of the Credit Agreement and at
the request of the Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person other than Holdings or any of its Subsidiaries in a transaction
permitted by the Loan Documents. 
 Section 8.3 Independent Obligations. The obligations of each Grantor
hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, Agent may, at its sole election, proceed
directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other Credit
Party or any other Collateral and without first joining any other Grantor or any other Credit Party in any proceeding. 

Section 8.4 No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written instrument pursuant
to Section 8.5 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the
part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

 Section 8.5 Amendments in Writing. None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except in accordance with Section 9.1 of the Credit Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions may be modified
and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2, respectively, in each case duly executed by Agent and each Grantor directly affected thereby.

 Section 8.6 Additional Grantors; Additional Pledged Collateral. (a) Joinder Agreements. If, at the
option of the Borrower or as required pursuant to Section 4.13 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a
Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date. 

(b) Pledge Amendments. To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Grantor
shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor authorizes Agent to attach each Pledge Amendment to this Agreement. 

  
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 Section 8.7 Notices. All notices, requests and demands to or upon Agent
or any Grantor hereunder shall be effected in the manner provided for in Section 9.2 of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the
Borrower’s notice address set forth in such Section 9.2. 
 Section 8.8 Successors and Assigns.
This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate
any of its rights or obligations under this Agreement without the prior written consent of Agent. 
 Section 8.9
Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission
shall be as effective as delivery of a manually executed counterpart hereof. 
 Section 8.10 Severability.
Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such
provision in any other jurisdiction. 
 Section 8.11 Governing Law. This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 
 Section 8.12 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12. 

  
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 EACH GRANTOR AGREES TO BE BOUND BY THE PROVISIONS OF SUBSECTIONS 9.18(b) AND (c) OF THE
CREDIT AGREEMENT. 
 Section 8.13 ULC Limitation. Notwithstanding any provisions to the contrary contained in
this Agreement, the Credit Agreement or any other document or agreement among all or some of the parties hereto, each applicable Grantor is as of the date of this Agreement the sole registered and beneficial owner of all Pledged ULC Shares more
particularly described in Schedule 5 to this Agreement and will remain so until such time as such Pledged ULC Shares are fully and effectively transferred into the name of Agent or any other person on the books and records of such ULC.
Nothing in this Agreement, the Credit Agreement or any other document or agreement delivered among all or some of the parties hereto is intended to or shall constitute Agent or any person other than a Grantor to be a member or shareholder of any ULC
until such time as written notice is given to the applicable Grantor and all further steps are taken so as to register Agent or other person as holder of the Pledged ULC Shares. The granting of the pledge and security interest pursuant to Article
III does not make Agent a successor to any Grantor as a member or shareholder of any ULC, and neither Agent nor any of its respective successors or assigns hereunder shall be deemed to become a member or shareholder of any ULC by accepting this
Agreement or exercising any right granted herein unless and until such time, if any, when Agent or any successor or assign expressly becomes a registered member or shareholder of any ULC. Each applicable Grantor shall be entitled to receive and
retain for its own account any dividends or other distributions if any, in respect of the Collateral, and shall have the right to vote such Pledged ULC Shares and to control the direction, management and policies of the ULC issuing such Pledged ULC
Shares to the same extent as such Grantor would if such Pledged ULC Shares were not pledged to Agent or to any other person pursuant hereto. To the extent any provision hereof would have the effect of constituting Agent to be a member or shareholder
of any ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to the relevant Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering
unenforceable such provision insofar as it relates to Collateral other than Pledged ULC Shares. Notwithstanding anything herein to the contrary (except to the extent, if any, that Agent or any of its successors or assigns hereafter expressly becomes
a registered member or shareholder of any ULC), neither Agent nor any of its respective successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any ULC. Except upon the exercise by Agent or
other persons of rights to sell or otherwise dispose of Pledged ULC Shares or other remedies following the occurrence and during the continuance of an Event of Default, each applicable Grantor shall not cause or permit, or enable any ULC in which it
holds Pledged ULC Shares to cause or permit, Agent to: (a) be registered as member or shareholder of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as member or shareholder of
such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of Agent or other person holding a security interest in the Pledged ULC Shares; or (e) act as a member or shareholder of
such ULC, or exercise any rights of a member or shareholder of such ULC, including the right to attend a meeting of such ULC or vote the shares of such ULC. 

  
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 Section 8.14 Subordination of Intercompany Indebtedness. Each Grantor
hereby agrees that all Indebtedness permitted by Section 5.4(b) of the Credit Agreement shall be subordinated to the prior payment in full in cash of the Obligations. 
 — Remainder of Page Intentionally Left Blank; Signature Pages Follow — 

  
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 IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement
to be duly executed and delivered as of the date first above written. 
  

	
	GRANTORS:
	
	PMI HOLDINGS, INC., a Delaware corporation, as a Grantor 
	
	 PAPA MURPHY’S INTERMEDIATE, INC., a 
 Delaware corporation, as a Grantor

	
	 PAPA MURPHY’S COMPANY STORES, INC.,
 a Washington corporation, as a Grantor

	
	 MURPHY’S MARKETING SERVICES, INC., a Florida corporation, as a Grantor

	
	 PAPA MURPHY’S INTERNATIONAL LLC, a Delaware limited liability company, as a Grantor



  

			
	PAPA MURPHY’S WORLDWIDE LLC, a Delaware limited liability company, as a Grantor
		
	By:	 	/s/ Ken Calwell
		 	 Name: Ken Calwell
 Title:
Chief Executive Officer











			
	 ACCEPTED AND AGREED

as of the date first above written: 
  

GOLUB CAPITAL LLC, as Agent

		
	By:	 	/s/ Marc C. Robinson
		 	 Name: Marc C. Robinson

Title: Managing Director









 ANNEX 1 
 TO 
 GUARANTY AND SECURITY AGREEMENT1 

FORM OF PLEDGE AMENDMENT 
 This Pledge Amendment, dated as of             , 201    , is delivered pursuant to Section 8.6 of
the Guaranty and Security Agreement, dated as of October 25, 2013, by PMI HOLDINGS, INC., a Delaware corporation (the “Borrower”), the undersigned Grantor and the other Persons from time to time party thereto as Grantors in
favor of Golub Capital LLC, as Agent for the Secured Parties referred to therein (as such agreement may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty and Security
Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 
 The undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment
shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Obligations of the undersigned. 
 The undersigned hereby represents and warrants that each of the representations and warranties contained in Sections 4.1, 4.2, 4.5 and 4.10 of the Guaranty and Security
Agreement is true and correct in all material respects as of the date hereof as if made on and as of such date (except to the extent they relate to an earlier date, in which case, they are true and correct in all material respects as of such earlier
date). 
 This Pledge Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York. 
  

			
	[GRANTOR] 
		
	By:	 	 
		 	 Name:

Title:



  

To be used for pledge of Additional Pledged Collateral by existing Grantor. 

  
 A1-1









 Annex 1-A 
 PLEDGED STOCK 
  

									
	 ISSUER
	  	 CLASS
	  	 CERTIFICATE

NO(S).
	  	 PAR

VALUE
	  	 NUMBER

OF

SHARES,
 UNITS
OR
 INTERESTS


 PLEDGED DEBT INSTRUMENTS 
  

									
	 ISSUER
	  	 DESCRIPTION OF

DEBT
	  	 CERTIFICATE

NO(S).
	  	 FINAL

MATURITY
	  	 PRINCIPAL AMOUNT



  
 A1-2










			
	 ACKNOWLEDGED AND AGREED
 as of the date first above written: 
  
 GOLUB CAPITAL LLC, as Agent

		
	By:	 	 
		 	 Name:
 Title: Duly
Authorized Signatory



  
 A1-3









 ANNEX 2 
 TO 
 GUARANTY AND SECURITY AGREEMENT 

FORM OF JOINDER AGREEMENT 
 This JOINDER AGREEMENT, dated as of             , 201    , is delivered pursuant to Section 8.6 of
the Guaranty and Security Agreement, dated as of October 25, 2013, by PMI HOLDINGS, INC., a Delaware corporation (the “Borrower”) and the other Persons from time to time party thereto as Grantors in favor of General Electric
Capital Corporation, as Agent for the Secured Parties referred to therein (as such agreement may be amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time, the “Guaranty and Security
Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. 
 By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security
Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to Agent for the benefit of the Secured Parties, and grants to Agent for the benefit of the Secured
Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to be
bound as a Grantor for the purposes of the Guaranty and Security Agreement. 
 The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and Security Agreement By acknowledging and agreeing to this Joinder Agreement, the undersigned
hereby agrees that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of
the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. 

The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the
Guaranty and Security Agreement applicable to it is true and correct in all material respects as of the date hereof as if made on and as of such date (except to the extent they relate to an earlier date, in which case, they are true and correct in
all material respects as of such earlier date. 
 This Joinder Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 

  
 A2-1









 IN WITNESS WHEREOF, THE UNDERSIGNED HAS CAUSED THIS JOINDER AGREEMENT TO BE DULY EXECUTED
AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN. 
  

			
	[Additional Grantor]
		
	By:	 	 
		 	 Name:

Title:




  
 A2-2










			
	 ACKNOWLEDGED AND AGREED
 as of the date first above written:
  
 [EACH GRANTOR PLEDGING ADDITIONAL COLLATERAL]

		
	By:	 	 
		 	 Name:

Title:


  

			
	GOLUB CAPITAL LLC, as Agent 
		
	By:	 	 
		 	 Name:
 Title: Duly
Authorized Signatory



  
 A2-3









 ANNEX 3 
 TO 
 GUARANTY AND SECURITY AGREEMENT 

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of             
        , 201_, is made by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Golub Capital LLC
(“Golub Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below) and the
other Secured Parties. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, dated as of October 25, 2013 (as the same may be amended, restated, amended and restated, supplemented and/or modified from time to time, the
“Credit Agreement”), by and among the PMI Holdings, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties, the Lenders and the L/C Issuers from time to time party thereto and Golub Capital, as
Agent for the Lenders and the L/C Issuers, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, each Grantor has agreed, pursuant to a Guaranty and Security Agreement of even date herewith in favor of Agent (as such
agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”), to guarantee the Obligations (as defined in the Credit Agreement) of the
Borrower; and 
 WHEREAS, all of the Grantors are party to the Guaranty and Security Agreement pursuant to which the Grantors
are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement; 
 NOW, THEREFORE, in
consideration of the premises and to induce the Lenders, the L/C Issuers and Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower thereunder, each
Grantor hereby agrees with Agent as follows: 
 Section 1. Defined Terms. Capitalized terms used herein
without definition are used as defined in the Guaranty and Security Agreement. 
 Section 2. Grant of Security
Interest in [Copyright] [Trademark] [Patent] Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations of such Grantor, hereby mortgages, pledges and hypothecates to Agent for the benefit of the Secured Parties, and grants to Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and
interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”): 
 (a) [all of its Copyrights including, without limitation, those referred to on Schedule 1 hereto; 

  
 A3-1









 (b) all renewals, reversions and extensions of the foregoing; and 

(c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the
foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof;] 

or 
 (a) [all of its
Patents including, without limitation, those referred to on Schedule 1 hereto; 
 (b) all reissues,
reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and 
 (c)
all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future
infringement, misappropriation, dilution, violation or other impairment thereof;] 
 or 

(a) [all of its Trademarks including, without limitation, those referred to on Schedule 1 hereto; 

(b) all renewals and extensions of the foregoing; 
 (c) all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and 
 (d) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover
at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof;] 

provided, however, the [Copyright][Patent][Trademark] Collateral shall not include any Excluded Property. 

  
 A3-2









 Section 3. Guaranty and Security Agreement. The security interest granted
pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that
the rights and remedies of Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein. 
 Section 4. Grantor Remains
Liable. Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in
connection with their [Copyrights] [Patents] [Trademarks] and IP Licenses subject to a security interest hereunder. 

Section 5. Counterparts. This [Copyright] [Patent] [Trademark] Security Agreement may be executed in any number
of counterparts and by different parties in separate 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. Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart. 
 Section 6. Governing Law. This
[Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 

[SIGNATURE PAGES FOLLOW] 

  
 A3-3









 IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark]
Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	 Very truly yours,
  

[GRANTOR] 
 as
Grantor

		
	By:	 	 
		 	 Name:

Title:



  

			
	 ACCEPTED AND AGREED

as of the date first above written: 
  

GOLUB CAPITAL LLC, as Agent

		
	By:	 	 
		 	 Name:
 Title: Duly
Authorized Signatory


 [SIGNATURE PAGE TO [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 

  
 A3-4









 SCHEDULE I 

TO 

[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT 
 [Copyright] [Patent] [Trademark] Registrations 
  

	1.	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS] 

 [Include Registration Number and Date] 
  

	2.	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS 

 [Include Application Number and Date] 







 SCHEDULE 1 

COMMERCIAL TORT CLAIMS 
 None. 







 SCHEDULE 2 

FILINGS 
  

			
	 CREDIT PARTY
	  	 FILING

	 Papa Murphy’s Intermediate, Inc.
	  	Delaware Secretary of State
	 PMI Holdings, Inc.
	  	Delaware Secretary of State
	 Papa Murphy’s International LLC
	  	Delaware Secretary of State
	 Papa Murphy’s Company Stores, Inc
	  	Washington Secretary of State
	 Papa Murphy’s Worldwide LLC
	  	Delaware Secretary of State
	 Murphy’s Marketing Services, Inc.
	  	Florida Secretary of State








 SCHEDULE 3 

JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE
OFFICE 
  

							
	 CREDIT PARTY
	  	 JURISDICTION
	  	
ORGANIZATIONAL ID NUMBER
	  	 CHIEF EXECUTIVE
OFFICE

	 Papa Murphy’s Intermediate, Inc.
	  	Delaware	  	4814363	  	 8000 N.E. Parkway Drive, Suite 350

Vancouver, WA 98662

	 PMI Holdings, Inc.
	  	Delaware	  	3814836	  	 8000 N.E. Parkway Drive, Suite 350

Vancouver, WA 98662

	 Papa Murphy’s International LLC
	  	Delaware	  	3814784	  	 8000 N.E. Parkway Drive, Suite 350

Vancouver, WA 98662

	 Papa Murphy’s Company Stores, Inc
	  	Washington	  	602001747	  	 8000 N.E. Parkway Drive, Suite 350

Vancouver, WA 98662

	 Papa Murphy’s Worldwide LLC
	  	Delaware	  	4148329	  	 8000 N.E. Parkway Drive, Suite 350

Vancouver, WA 98662

	 Murphy’s Marketing Services, Inc.
	  	Florida	  	P10000071270	  	 8000 N.E. Parkway Drive, Suite 350

Vancouver, WA 98662









 SCHEDULE 4 

LOCATION OF INVENTORY AND EQUIPMENT 

 

			
	 CREDIT PARTY
	  	 LOCATION OF INVENTORY
AND EQUIPMENT

	Papa Murphy’s Intermediate, Inc.	  	 Corporate Office
 8000 N.E.
Parkway Drive, Suite 350
 Vancouver, WA 98662

		
	PMI Holdings, Inc.	  	 Corporate Office
 8000 N.E.
Parkway Drive, Suite 350
 Vancouver, WA 98662

		
	Papa Murphy’s International LLC	  	 Corporate Office
 8000 N.E.
Parkway Drive, Suite 350
 Vancouver, WA 98662

		
	Papa Murphy’s International LLC	  	 Commercial and Records Storage

Bluebird Transfer
 2500 East 5th Street
 Vancouver, WA 98661

		
	Papa Murphy’s International LLC	  	 Records Storage
 Access
Storage
 7207 N. Leadbetter Road

Portland, OR 97203

		
	Papa Murphy’s International LLC	  	 Commercial Storage
 Crown
Moving Co., Inc.
 705 SE Victory Avenue, Suite 100
 Vancouver, WA

		
	Papa Murphy’s International LLC	  	 Convention Model Store
 The
Wasserstrom Company
 2300 Lockbourne Road
 Columbus, OH 43207

		
	Papa Murphy’s International LLC	  	 Convention Model Store
 Curtis
Equipment, Inc.
 555 Shelley Street

Springfield, OR 97477

		
	Papa Murphy’s Company Stores, Inc.	  	 Corporate Office
 8000 N.E.
Parkway Drive, Suite 350
 Vancouver, WA 98662

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO002
 2800 West 10th
Street
 Greeley, CO 80634

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO006
 1708 Dublin
Boulevard
 Colorado Springs, CO 80918

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO008
 12158 East
Mississippi Avenue
 Aurora, CO 80012

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO010
 15440 East
Hampden Avenue
 Aurora, CO 80013










			
	 CREDIT PARTY
	  	 LOCATION OF INVENTORY
AND EQUIPMENT

	Papa Murphy’s Company Stores, Inc.	  	 Store CO013
 18741 Ponderosa
Drive, Suite E
 Parker, CO 80134

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO017
 6350 Sheridan
Boulevard, Unit 105A
 Arvada, CO 80003

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO019
 840 South Prairie
Avenue, Suite 2
 Pueblo, CO 81005

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO022
 2888 North Powers
Boulevard
 Colorado Springs, CO 80922

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO024
 680 E. 120th
Avenue, Suite A
 Northglenn, CO 80233

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO029
 12650 W. 64th
Avenue, Suite D
 Arvada, CO 80004

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO030
 3782 E. 104th
Avenue
 Thornton, CO 80233

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO032
 18525 East Smokey
Hill Road, Suite J
 Centennial, CO 80015

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO033
 50 W. Littleton
Boulevard, Suite 303
 Littleton, CO 80120

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO045
 2460 South Academy
Boulevard
 Colorado Springs, CO 80916

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO046
 754 South Perry
Street, Unit F
 Castle Rock, CO 80104

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO047
 1203 North Circle
Drive
 Colorado Springs, CO 80909

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO055
 7669 McLaughlin
Road
 Falcon, CO 80831

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO058
 1617 West US
Highway 50
 Pueblo, CO 81008

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO059
 3301 North Tower
Road
 Aurora, CO 80011 (Wal-Mart Store #5334)

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO064
 1725 Sheridan
Boulevard, Unit C
 Edgewater, CO 80214



  
 5 









			
	 CREDIT PARTY
	  	 LOCATION OF INVENTORY
AND EQUIPMENT

	Papa Murphy’s Company Stores, Inc.	  	 Store CO070
 11614 W. Belleview
Avenue, Suite N
 Littleton, CO 80127

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO073
 300 East
Highway 24, Unit B
 Woodland Park, CO 80863

		
	Papa Murphy’s Company Stores, Inc.	  	 Store CO083
 9231 E. Lincoln
Avenue
 Lonetree, CO 80124

		
	Papa Murphy’s Company Stores, Inc.	  	 Store ID005
 920 Caldwell
Boulevard
 Nampa, ID 83651

		
	Papa Murphy’s Company Stores, Inc.	  	 Store ID011
 2707 10th Avenue
South
 Caldwell, ID 83605

		
	Papa Murphy’s Company Stores, Inc.	  	 Store ID022
 2418 12th Avenue
Road
 Nampa, ID 83686

		
	Papa Murphy’s Company Stores, Inc.	  	 Store ID027
 1545 Linder
Road
 Kuna, ID 83634

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS010
 2110 North Maize
Road, Suite 100
 Wichita, KS 67212

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS013
 9747 East 21st
Street North
 Wichita, KS 67206

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS014
 1636 North Rock
Road, Suite 400
 Derby, KS 67037

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS028
 13303 West Maple
Street, Suite 127
 Wichita, KS 67235

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS029
 229 N. Andover
Road, Suite 700
 Andover, KS 67002

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS031
 1410 S. Kansas
Avenue, Suite 1200
 Newton, KS 67114

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS034
 2712 S. Seneca
Street
 Wichita, KS 67217

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS036
 4813 E. Central
Avenue
 Wichita, KS 67208

		
	Papa Murphy’s Company Stores, Inc.	  	 Store KS039
 2348 W. Central
Avenue
 El Dorado, KS 67042



  
 6 









			
	 CREDIT PARTY
	  	 LOCATION OF INVENTORY
AND EQUIPMENT

	Papa Murphy’s Company Stores, Inc.	  	 Store MI009
 5311 Eastern
Avenue SW
 Kentwood, MI 49508

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MI014
 809 S. Beacon
Boulevard
 Grand Haven, MI 49417

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MI018
 5751 Byron Center
Avenue SW
 Wyoming, MI 49519

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MI026
 5210 Northland
Drive NE
 Grand Rapids, MI 49525

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MI030
 3355 Henry Street,
Suite H
 Muskegon, MI 49441

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MI031
 1239 Leonard
Street NE
 Grand Rapids, MI 49505

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MI042
 650 Baldwin
Street
 Jenison, MI 49428

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN012
 10604 France
Avenue South, Suite B
 Bloomington, MN 55431

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN021
 8471 East Point
Douglas Road South
 Cottage Grove, MN 55016

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN023
 15052 Gleason
Path
 Apple Valley, MN 55124

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN030
 8507 Lyndale
Avenue South
 Bloomington, MN 55420

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN037
 7455 Currell
Boulevard
 Woodbury, MN 55125

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN038
 15043 Crestone
Avenue
 Rosemount, MN 55068

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN047
 172 Tyler Road
South
 Red Wing, MN 55066

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN056
 1771 Market
Boulevard
 Hastings, MN 55033

		
	Papa Murphy’s Company Stores, Inc.	  	 Store MN088
 20190 Heritage
Drive
 Lakeville, MN 55044



  
 7 









			
	 CREDIT PARTY
	  	 LOCATION OF INVENTORY
AND EQUIPMENT

	Papa Murphy’s Company Stores, Inc.	  	 Store MN089
 7017 10th Street
North
 Oakdale, MN 55128

		
	Papa Murphy’s Company Stores, Inc.	  	 Store NM003
 2800 Coors
Boulevard NW
 Albuquerque, NM 87120

		
	Papa Murphy’s Company Stores, Inc.	  	 Store NM014
 200 Tramway Blvd
SE
 Albuquerque, NM 87123 (Smith’s Store #427)

		
	Papa Murphy’s Company Stores, Inc.	  	 Store NM018
 1000 Rio Rancho
Drive SE
 Albuquerque, NM 87124 (Smith’s Store #413)

		
	Papa Murphy’s Company Stores, Inc.	  	 Store NM019
 8400 Menaul
Boulevard NE, Suite G
 Albuquerque, NM 87112

		
	Papa Murphy’s Company Stores, Inc.	  	 Store NM029
 2839 Carlisle
Boulevard NE, Suite 110
 Albuquerque, NM 87110

		
	Papa Murphy’s Company Stores, Inc.	  	 Store NM031
 1121 Unser Blvd
SE
 Rio Rancho, NM 87124

		
	Papa Murphy’s Company Stores, Inc.	  	 Store OR004
 5541 SW
Beaverton-Hillsdale Highway
 Portland, OR 97221

		
	Papa Murphy’s Company Stores, Inc.	  	 Store OR042
 1503 North Pacific
Highway
 Woodburn, OR 97071

		
	Papa Murphy’s Company Stores, Inc.	  	 Store OR055
 4350 SW Multnomah
Boulevard
 Portland, OR 97219

		
	Papa Murphy’s Company Stores, Inc.	  	 Store WA082
 3404 Kitsap
Way
 Bremerton, WA 98312

		
	Papa Murphy’s Company Stores, Inc.	  	 Store WA087
 1468 Olney Street
SE, Suite 105
 Port Orchard, WA 98366

		
	Papa Murphy’s Company Stores, Inc.	  	 Store WA100
 4213 Wheaton
Way
 Bremerton, WA 98310

		
	Papa Murphy’s Company Stores, Inc.	  	 Store WA132
 6715 NE 63rd
Street, Suite 105
 Vancouver, WA 98661

		
	Papa Murphy’s Company Stores, Inc.	  	 Store WA147
 2220 Bucklin Hill
Road, Suite 102
 Silverdale, WA 98383

		
	Papa Murphy’s Company Stores, Inc.	  	 Store WI055
 955 Mutual
Way
 Appleton, WI 54913 (Wal-Mart Store #1982)



  
 8 









			
	 CREDIT PARTY
	  	 LOCATION OF INVENTORY
AND EQUIPMENT

	Papa Murphy’s Company Stores, Inc.	  	 Store WI071
 2304 South Main
Street, Suite 7
 Rice Lake, WI 54868

		
	Papa Murphy’s Company Stores, Inc.	  	 Equipment in Storage
 State
Line Storage
 200 State Line Road

Temperance, MI 48182

		
	Papa Murphy’s Company Stores, Inc.	  	 Equipment in Storage
 Mini U
Storage
 5980 Sheridan Boulevard

Arvada, CO 80003

		
	Papa Murphy’s Company Stores, Inc.	  	 Equipment in Storage
 Van Mall
Storage
 4214 NE
72nd Avenue

Vancouver, WA 98661

		
	Papa Murphy’s Worldwide LLC	  	 Corporate Office
 8000 N.E.
Parkway Drive, Suite 350
 Vancouver, WA 98662

		
	Murphy’s Marketing Services, Inc.	  	 Corporate Office
 8000 N.E.
Parkway Drive, Suite 350
 Vancouver, WA 98662



  
 9 








 SCHEDULE 5 

PLEDGED COLLATERAL 
 (A) ALL PLEDGED CERTIFICATED STOCK: 
  

															
	 ENTITY
	  	 OWNED BY
	  	PERCENTAGE
OF 
PLEDGED
INTEREST	 	 	CERTIFICATE
NUMBER	 	  	NUMBER
OF
SHARES	 
	 PMI Holdings, Inc.
	  	 Papa Murphy’s Intermediate, Inc.
	  	 	100	% 	 	 	1	  	  	 	1,000	  
	 Papa Murphy’s Company Stores, Inc.
	  	 PMI Holdings, Inc.
	  	 	100	% 	 	 	3	  	  	 	500	  
	 Papa Murphy’s International LLC
	  	 Papa Murphy’s Company Stores, Inc.
	  	 	100	% 	 	 	N/A	  	  	 	N/A	  
	 Papa Murphy’s Worldwide LLC
	  	 Papa Murphy’s International LLC
	  	 	100	% 	 	 	N/A	  	  	 	N/A	  
	 Murphy’s Marketing Services, Inc.
	  	 Papa Murphy’s Company Stores, Inc.
	  	 	100	% 	 	 	1	  	  	 	1,000	  
	 PMI Canada ULC
	  	 Papa Murphy’s Worldwide LLC
	  	 	66 1/3	% 	 	 	2	  	  	 	666.33	  

 (B) PLEDGED DEBT INSTRUMENTS: 

 

	 	1.	Promissory Note dated August 18, 2009 issued by Pizza Masters of Illinois, Inc. to Papa Murphy’s Company Stores, Inc. in the amount of $492,000, as amended by
First Amendment to Promissory Note dated September 31, 2013. 

  

	 	2.	Promissory Note dated December 15, 2009 issued by Ananda Holdings Ltd. to PMI Canada, ULC in the amount of $1,000,000 (CAD), as amended and assigned to Papa
Murphy’s Worldwide LLC by Amendment and Assignment to Promissory Note dated March 13, 2012. 

  

	 	3.	Replacement Promissory Note dated as of June 7, 2012 issued as replacement for that certain Promissory Note dated May 25, 2011, as amended by Amendment to
Promissory Note dated June 1, 2011, issued by Ken Calwell to Papa Murphy’s International LLC in the amount of $547,949. 

  

	 	4.	$15,000,000 Revolving Promissory Note dated as of December 15, 2011 by and among Papa Murphy’s Company Stores, Inc., Papa Murphy’s International LLC and
Papa Murphy’s Canada LLC as Borrower and PMI Holdings, Inc. as Lender. 

 (C) PLEDGED
INVESTMENT PROPERTY: 
 None. 







 SCHEDULE 6 

INTELLECTUAL PROPERTY 
 Trademarks whose record owner is Papa Murphy’s International LLC: 
  

									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

	UNITED STATES	  		  		  		  	
					
	A FRESH WAY OF MAKING PIZZA	  	Words	  	2,736,495	  	7/15/03	  	 Unbaked pizza prepared for off-premises baking and consumption
 (IC030)

					
	C.Y.O. CREATE YOUR OWN	  	



	  	 85/938889*
 Serial No.
	  	 5/21/2013
 Application Date
	  	Retail store services featuring pizza (IC035)
					
	CINNAMURPH	  	Words	  	 86/033103*
 Serial No.
	  	 8/8/2013
 Application Date
	  	 Desserts prepared for off premises baking and consumption.

 
 Retail store services featuring desserts (IC030, IC035)

					
	CINNAWEEKEND	  	Words	  	 86/033109*
 Serial No.
	  	 8/8/2013
 Application Date
	  	 Desserts prepared for off premises baking and consumption.

 
 Retail store services featuring desserts (IC030, IC035)

					
	deLITE	  	



	  	2,186,254	  	9/1/98	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)
					
	DELITE	  	Words	  	3,339,186	  	11/20/07	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)
					
	FAVES	  	Words	  	 85/920760*
 Serial No.
	  	 5/1/2013
 Application Date
	  	 Unbaked pizza prepared for off-premises baking and consumption

 
 Retail store services featuring pizza (IC030, IC035)

					
	HAND MADE HOME BAKED	  	Words	  	 2,815,887
 Supp Reg
	  	2/17/04	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)
					
	HANDMADE HOME BAKED	  	Words	  	4,137,870	  	5/8/2012	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)
					
	HANDMADE HOME BAKED	  	Words	  	4,145,311	  	5/22/2012	  	Retail Store services featuring pizza (IC035)
					
	HEARTBAKER	  	Words	  	4,222,983	  	10/9/2012	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)
					
	JOIN THE TAKE ‘N’ BAKE REVOLUTION	  	Words	  	4,157,809	  	6/12/2012	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)
					
	LITTLE BIG FRESH PAN COOKIE	  	Words	  	86/033116*	  	8/8/2013	  	 Desserts prepared for off premises baking and consumption.

 
 Retail store services featuring desserts (IC030, IC035)

					
	MAKE IT A MEAL	  	Words	  	3,676,208	  	9/1/09	  	Retail Store services featuring pizza (IC035)
					
	MINI MURPH	  	Words	  	85,451,478*	  	10/19/2011	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)









									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

	OPEN OVEN DESIGN	  	



	  	3,211,275	  	2/20/07	  	Retail Store services featuring pizza (IC035)
					
	OPEN OVEN DESIGN B&W	  	



	  	3,405,204	  	4/1/08	  	Food products, specifically unbaked pizza and calzone, prepared for off-premises baking and consumption (IC030)
					
	PAPA ALDO’S	  	Words	  	1,837,441	  	5/24/94	  	Uncooked pizza, pastas, sauces, spices, lasagna and cookie dough (IC030)
					
	PAPA MURPHY’S	  	Words	  	1,983,341	  	7/2/96	  	Unbaked pizza prepared for off-premises baking and consumption (IC030)
					
	PAPA MURPHY’S PIZZA (black & white with design)	  	



	  	3,961,116	  	5/17/2011	  	Retail store services featuring pizza. (IC035)
					
	PAPA MURPHY’S PIZZA (color with design)	  	



	  	4,131,041	  	4/24/2012	  	Retail store services featuring pizza. (IC035)
					
	 PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA
 (standard characters)
	  	Words	  	3,148,464	  	9/26/06	  	Retail store services featuring pizza. (IC035)
					
	 PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA
 (stylized and/or with design)
	  	



	  	3,148,456	  	9/26/06	  	Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and consumption. (IC030)
					
	 PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA
 (with design)
	  	



	  	3,148,457	  	9/26/06	  	 Retail store services featuring pizza.
 (IC035)

					
	 PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA
 (stylized and/or with design)
	  	



	  	3,148,460	  	9/26/06	  	 Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and
consumption.
 (IC030)

					
	 PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA
 (stylized and/or with design)
	  	



	  	3,148,461	  	9/26/06	  	 Retail store services featuring pizza.
 (IC035)



  
 12 










									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

	 PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA
 (stylized and/or with design)
	  	Words	  	3,192,303	  	1/2/07	  	 Precut vegetable salads, namely garden salads, club salads, Caesar salads and Italian salads (IC029)

 
 Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls,
and cookies, prepared for off-premises baking and consumption.
 (IC030)

					
	PAPA’S FAVORITE	  	Words	  	1,447,787	  	7/14/87	  	Pizza for consumption off the premises.
					
	PAPA-RONI	  	Words	  	2,924,995	  	2/8/05	  	Unbaked pizza prepared for off-premises cooking and consumption (IC030)
					
	WE CAN DO THAT	  	Words	  	3,518,907	  	10/21/08	  	Retail store services featuring pizza (IC035)
					
	 AUSTRALIA
	  		  		  		  	
					
	PAPA MURPHY’S	  	Words	  	1199578	  	5/28/2008	  	 Bakery products and pre-prepared meals, including pizza,, namely, unbaked pizza prepared for off-premises baking and consumption;
calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls (IC030)
  
 Retail sale of pizza, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls (IC035)

					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA & Design	  	



	  	1199577	  	5/28/2008	  	 Bakery products and pre-prepared meals, including pizza,, namely, unbaked pizza prepared for off-premises baking and consumption;
calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls (IC030)
  
 Retail sale of pizza, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls (IC035)

					
	 BAHRAIN
	  		  		  		  	
					
	PAPA MURPHY’S	  	



	  	TM94380*	  	10/21/2012	  	Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and consumption. (IC030)
					
	 CANADA
	  		  		  		  	
					
	HEARTBAKER	  	Words	  	TMA856,011	  	9/22/2011	  	Retail store services featuring the sale of pizza, namely, unbaked pizza prepared for off- premises baking and
consumption.


  
 13 










									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

	PAPA MURPHY’S	  	Words	  	TMA674,442	  	10/6/2006	  	 Pizza, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough;
and cinnamon rolls.
  
 Retail store services featuring the sale of pizza,
namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls.

					
	PAPA MURPHY’S	  	Words	  	TMA504,251	  	11/18/1998	  	Fresh pizza, fresh lasagna and fresh calzones
					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA	  	



	  	TMA674,152	  	10/4/2006	  	Retail store services featuring the sale of pizza, namely, unbaked pizza prepared for off- premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough;
and cinnamon rolls.
					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA	  	



	  	TMA674,167	  	10/4/2006	  	 Pizza, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough;
and cinnamon rolls.
  
 Retail store services featuring the sale of pizza,
namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls.

	
	 COMMUNITY TRADEMARK (EUROPEAN UNION)

					
	PAPA MURPHY’S PIZZA	  	Words	  	012110037*	  	9/3/2013	  	 Advertising signs of paper or cardboard; paper; paper bags; paper boxes; cardboard boxes; printed matter; printed packaging materials of
paper; printed paper labels; printed paper signs; printing paper; printed publications; stationery; paper, cardboard and goods made from these materials, not included in other classes; plastic material for packaging (IC016)

 
 Flour and preparations made from cereals; pizzas; pizza bases; pizza dough; pizza
sauces; pizza flour; pizza mixes; prepared pizza meals; preparations for making pizza bases; chilled pizzas; frozen pizzas; fresh pizzas; uncooked pizzas; pizza spices; pizza crusts; bakery products and pre-prepared meals, including pizza, namely,
unbaked pizza prepared for off-premises baking and consumption; calzones; lasagne; salads; cheese bread; cookie dough; cookies; cinnamon rolls; baked goods, confectionery, chocolate and desserts; dessert pizzas
(IC030)



  
 14 










									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

		  		  		  		  	Retail services in connection with flour and preparations made from cereals, pizzas, pizza bases, pizza dough, pizza sauces, pizza flour, pizza mixes, prepared pizza meals,
preparations for making pizza bases, chilled pizzas, frozen pizzas, fresh pizzas, uncooked pizzas, pizza spices, pizza crusts, calzones, lasagne, salads, cheese bread, cookie dough, cookies and cinnamon rolls, bakery products and pre-prepared meals,
including pizza, namely, unbaked pizza prepared for off-premises baking and consumption; administration of the business affairs of franchises; advice in the running of establishments as franchises; advisory services (business -) relating to the
establishment of franchises; advisory services (business -) relating to the operation of franchises; advisory services relating to publicity for franchisees; assistance in business management within the framework of a franchise contract; assistance
in franchised commercial business management; assistance in product commercialization, within the framework of a franchise contract; business assistance relating to the establishment of franchises; provision of assistance [business] in the
establishment of franchises; provision of assistance [business] in the operation of franchises (IC035)
					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA	  	



	  	012110052*	  	9/3/2013	  	 Advertising signs of paper or cardboard; paper; paper bags; paper boxes; cardboard boxes; printed matter; printed packaging materials of
paper; printed paper labels; printed paper signs; printing paper; printed publications; stationery; paper, cardboard and goods made from these materials, not included in other classes; plastic material for packaging (IC016)

 
 Flour and preparations made from cereals; pizzas; pizza bases; pizza dough; pizza
sauces; pizza flour; pizza mixes; prepared pizza meals; preparations for making pizza bases; chilled pizzas; frozen pizzas; fresh pizzas; uncooked pizzas; pizza spices; pizza crusts; bakery products and pre-prepared meals, including pizza, namely,
unbaked pizza prepared for off-premises baking and consumption; calzones; lasagne; salads;



  
 15 










									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

		  		  		  		  	 cheese bread; cookie dough; cookies; cinnamon rolls; baked goods, confectionery, chocolate and desserts; dessert pizzas
(IC030)
  
 Retail services in connection with flour and preparations made
from cereals, pizzas, pizza bases, pizza dough, pizza sauces, pizza flour, pizza mixes, prepared pizza meals, preparations for making pizza bases, chilled pizzas, frozen pizzas, fresh pizzas, uncooked pizzas, pizza spices, pizza crusts, calzones,
lasagne, salads, cheese bread, cookie dough, cookies and cinnamon rolls, bakery products and pre-prepared meals, including pizza, namely, unbaked pizza prepared for off-premises baking and consumption; administration of the business affairs of
franchises; advice in the running of establishments as franchises; advisory services (business -) relating to the establishment of franchises; advisory services (business -) relating to the operation of franchises; advisory services relating to
publicity for franchisees; assistance in business management within the framework of a franchise contract; assistance in franchised commercial business management; assistance in product commercialization, within the framework of a franchise
contract; business assistance relating to the establishment of franchises; provision of assistance [business] in the establishment of franchises; provision of assistance [business] in the operation of franchises (IC035)

	
	 KINGDOM OF SAUDI ARABIA

					
	PAPA MURPHY’S	  	



	  	182943*	  	6/5/2012	  	Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and consumption. (IC030)
					
	 KUWAIT
	  		  		  		  	
					
	PAPA MURPHY’S	  	



	  	130459*	  	5/27/2012	  	Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and consumption.
(IC030)


  
 16 










									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

	 MEXICO

					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA	  	Words	  	961633	  	2/17/2006	  	Servicios de comercializacion de productos alimenticios preparados para ser cocinados en casa, servicios de tiendas de comida preparada. (IC035)
					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA	  	



	  	975745	  	2/17/2006	  	Servicios de comercializacion de productos alimenticios preparados para ser cocinados en casa, servicios de tiendas de comida preparada. (IC035)
					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA	  	Words	  	950748	  	2/17/2006	  	Calzones, roles de canela; galletas, pizzas, pasta, calzone, pizzas dulce y pasteles preparado para hornear (IC030)
					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA	  	



	  	950749	  	2/17/2006	  	Calzones, roles de canela; galletas, pizzas, pasta, calzone, pizzas dulce y pasteles preparado para hornear (IC030)
					
	NEW ZEALAND	  		  		  		  	
					
	PAPA MURPHY’S	  	Words	  	775967	  	11/13/2008	  	 Pizza,, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough;
and cinnamon rolls (IC030)
  
 Retail store services featuring the sale of
pizza, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls (IC035)

					
	PAPA MURPHY’S TAKE ‘N’ BAKE PIZZA & Design	  	



	  	775977	  	9/17/2007	  	 Pizza,, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough;
and cinnamon rolls (IC030)
  
 Retail store services featuring the sale of
pizza, namely, unbaked pizza prepared for off-premises baking and consumption; calzones; lasagna; salads; cheese bread; cookie dough; and cinnamon rolls (IC035)

					
	OMAN	  		  		  		  	
					
	PAPA MURPHY’S	  	



	  	75015*	  	6/26/2012	  	Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and consumption. (IC030)
					
	QATAR	  		  		  		  	
					
	PAPA MURPHY’S	  	



	  	75220*	  	6/6/2012	  	Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and consumption.
(IC030)


  
 17 










									
	 Mark
	  	 Example
	  	 Registration/

Application No.
	  	 Registration/

Application
Date
	  	 For

	UNITED ARAB EMIRATES
					
	PAPA MURPHY’S	  	



	  	174511*	  	5/31/2012	  	Food products, specifically, unbaked pizza, calzones, dessert pizza, cinnamon rolls, and cookies, prepared for off-premises baking and consumption. (IC030)

  

	*	Registration is pending. Serial number and filing date provided. 


  
 18