EXHIBIT B

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EXECUTION VERSION 

BORROWER PLEDGE AND SECURITY AGREEMENT 

This BORROWER PLEDGE AND SECURITY AGREEMENT, dated as of January 17, 

2013 (the "Effective Date") is made by VOICE MEDIA GROUP, INC., a Colorado corporation, 

(the "Grantor"), in favor of BROADWAY CAPITAL CORP., LLC, a Delaware limited liability 

company (the "Secured Party") (as amended, supplemented, amended and restated or otherwise 

modified from time to time, this "Security Agreement"). 

WITNESSETH: 

WHEREAS, pursuant to the Credit Agreement, dated as of January 17, 2013 (as 

amended, supplemented, amended and restated or otherwise modified from time to time, the 

"Credit Agreement"), between the Grantor, and the Secured Party, Secured Party has extended a 

Commitment to make Credit Extensions to the Grantor; and 

WHEREAS, as a condition precedent to the making of the Credit Extensions under the 

Credit Agreement, the Grantor is required to execute and deliver this Security Agreement; 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the Grantor agrees, for the benefit of the Secured Party, as 

follows: 

ARTICLE I 

DEFINITIONS 

SECTION 1.1. Certain Terms. The following terms (whether or not underscored) when 

used in this Security Agreement, including its preamble and recitals, shall have the following 

meanings (such definitions to be equally applicable to the singular and plural forms thereof): 

"Collateral" is defined in Section 2.1. 

lateral Account" is defined in clause (b) of Section 4.3. 

"Computer Hardware and Software Collateral" means: 

(a) all computer and other electronic data processing hardware, integrated 

computer systems, central processing units, memory units, display terminals, printers, 

computer elements, card readers, tape drives, hard and soft disk drives, interconnect 

cables, electrical supply hardware, generators, power equalizers, accessories and all 

peripheral devices and other related computer hardware owned by the Grantor; 

(b) all software programs (including, to the extent the Grantor is entitled to 

such items, both source code, object code and all related applications and data files), 

whether now owned, licensed or leased or hereafter acquired by the Grantor, designed for 

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use on the computers and electronic data processing hardware described in clause (a) 

above; 

(c) all firmware associated with the computers and electronic data processing 

hardware described in clause (a) above; 

(d) all documentation to which the Grantor is entitled to use (including flow 

charts, logic diagrams, manuals, guides and specifications) with respect to such hardware, 

software and firmware described in the preceding clauses (a) through c; and 

(e) all rights owned by the Grantor with respect to all of the foregoing, 

including any and all copyrights, licenses, options, warranties, service contracts, program 

services, test rights, maintenance rights, support rights, improvement rights, renewal 

rights and indemnifications and any substitutions, replacements, additions or model 

conversions of any of the foregoing. 

"Copyright Collateral " means all copyrights owned by the Grantor, whether statutory or 

common law, registered or unregistered and whether published or unpublished, now or hereafter 

in force throughout the world including all of the Grantor's rights, titles and interests in and to all 

such copyrights registered in the United States Copyright Office or anywhere else in the world 

and also including the copyrights referred to in Item AofSchedule Vhereto, and registrations 

and recordings thereof and all applications for registration thereof, whether pending or in 

preparation, the right to sue for past, present and future infringements of any of the foregoing, all 

rights corresponding thereto, all extensions and renewals of any thereof, all of the Grantor's 

copyright licenses, including each copyright license referred to in Item BofSchedule Vhereto, 

and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, 

damages and proceeds of suit. 

"Credit Agreement " is defined in the first recital . 

"Distributions " means all non-cash dividends paid on Capital Securities, liquidating 

dividends paid on Capital Securities, shares of Capital Securities resulting from (or in connection 

with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, 

mergers, consolidations, and all other distributions (whether similar or dissimilar to the 

foregoing) on or with respect to any Capital Securities constituting Collateral, but excluding 

Dividends. 

"Dividends" means cash dividends and cash distributions with respect to any Capital 

Securities constituting Collateral that are not a liquidating dividend. 

"Grantor" is defined in the preamble . 

"Intellectual Property Collateral " means, collectively, the Computer Hardware and 

Software Collateral, the Copyright Collateral, the Patent Collateral, the Trademark Collateral and 

the Trade Secrets Collateral. 

"Patent Collateral " means: 

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(a) all letters patent and applications for letters patent throughout the world 

owned by the Grantor, including all patent applications in preparation for filing and each 

patent and patent application referred to in Item AofSchedule IIIhereto; 

(b) all reissues, divisions, continuations, continuations-in-part, extensions, 

renewals and reexaminations of any of the items described in clause (a); 

(c) all patent licenses, and other agreements providing the Grantor with the 

right to use any items of the type referred to in clauses (a) and (j above, including each 

patent license referred to in Item BofSchedule IIIhereto; and 

(d) all proceeds of, and rights associated with, the foregoing (including license 

royalties and proceeds of infringement suits), the right to sue third parties for past, 

present or future infringements of any patent application, and for breach or enforcement 

of any patent license. 

"Receivables " is defined in clause (c) of Section 2.1 . 

"Related Contracts " is defined in clause (c) of Section 2.1 . 

"Securities Act " is defined in clause (a) of Section 6.2 . 

"Security Agreement " is defined in the preamble . 

"Specified Event " means the occurrence and continuance of a Default under clauses (a) 

through (e) of Section 8.1.10 of the Credit Agreement or any other Event of Default . 

"Trademark Collateral " means: 

(a)(i) all trademarks, trade names, domain names, corporate names, company 

names, business names, fictitious business names, trade styles, service marks, 

certification marks, collective marks, logos and other source or business identifiers 

owned by the Grantor, now existing or hereafter adopted or acquired including those 

referred to in Item AofSchedule IVhereto, whether currently in use or not, all 

registrations and recordings thereof and all applications in connection therewith, whether 

pending or in preparation for filing, including registrations, recordings and applications in 

the United States Patent and Trademark Office or in any office or agency of the United 

States of America or any State thereof or any other country or political subdivision 

thereof or otherwise, and all common-law rights relating to the foregoing, and (ii) the 

right to obtain all reissues, extensions or renewals of the foregoing (collectively referred 

to as the "Trademark"); 

(b) all Trademark licenses for the grant by or to the Grantor of any right to use 

any Trademark, including each Trademark license referred to in Item BofSchedule IV 

hereto; and 

(c) all of the goodwill of the business connected with the use of, and symbolized 

by the items described in, clause (a), and to the extent applicable clause (b); 

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(d) the right to sue third parties for past, present and future infringements of any 

Trademark Collateral described in clause (a) and, to the extent applicable, clause (b); and 

(e) all proceeds of, and rights associated with, the foregoing, including any claim 

by the Grantor against third parties for past, present or future infringement or dilution of 

any Trademark or Trademark registration, or for any injury to the goodwill associated 

with the use of any such Trademark or for breach or enforcement of any Trademark 

license and all rights corresponding thereto throughout the world. 

"Trade Secrets Collateral " means all common law and statutory trade secrets owned by 

and used in the business of the Grantor (all of the foregoing being collectively called a " Trade 

Secret "), whether or not such Trade Secret has been reduced to a writing or other tangible form, 

including all documents and things embodying, incorporating or referring in any way to such 

Trade Secret, all Trade Secret licenses, including each Trade Secret license referred to in 

Schedule VIhereto, and including the right to sue for and to enjoin and to collect damages for 

the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement 

of any such Trade Secret license. 

SECTION 1.2.Credit Agreement Definitions . Unless otherwise defined herein or the 

context otherwise requires, terms used in this Security Agreement, including its preamble and 

recitals, have the meanings provided in the Credit Agreement. 

SECTION 1.3.UCC Definitions. Unless otherwise defined herein or in the Credit 

Agreement or the context otherwise requires, terms for which meanings are provided in the UCC 

are used in this Security Agreement (whether or not capitalized herein), including its preamble 

and recitals, with such meanings. 

ARTICLE II 

SECURITY INTEREST 

SECTION 2.1.Grant of Security Interest . The Grantor hereby assigns, pledges, 

hypothecates, charges, mortgages, delivers and transfers to the Secured Party, and hereby grants 

to the Secured Party, a continuing security interest in all of the Grantor's following property, 

whether tangible or intangible, whether now or hereafter existing, owned or acquired by the 

Grantor, and wherever located (collectively, the " Collateral "): 

(a) (i) all investment property in which the Grantor has an interest (including 

the Capital Securities of each issuer of such Capital Securities described in Schedule I 

hereto) and (ii) all other Capital Securities which are interests in limited liability 

companies or partnerships in which the Grantor has an interest (including the Capital 

Securities of each issuer of such Capital Securities described in Schedule Ihereto), in 

each case together with Dividends and Distributions payable in respect of the Collateral 

described in the foregoing clauses (a)(i)and a ii ; 

(b) all goods, including all equipment and inventory in all of its forms; 

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(c) all accounts, contracts, contract rights, chattel paper, documents, 

instruments, promissory notes and general intangibles (including tax refunds and all 

payment intangibles), whether or not arising out of or in connection with the sale or lease 

of goods or the rendering of services, and all rights now or hereafter existing in and to all 

security agreements, guaranties, leases and other contracts securing or otherwise relating 

to any such accounts, contracts, contract rights, chattel paper, documents, instruments, 

promissory notes, general intangibles and payment intangibles (all of the foregoing 

collectively referred to as the " Receivables ", and any and all such security agreements, 

guaranties, leases and other contracts collectively referred to as the " Related Contracts "); 

(d) all Intellectual Property Collateral; 

(e) all deposit accounts; 

(f) all letter of credit rights; 

(g) all commercial tort claims in which the Grantor has rights (including as a 

plaintiff); 

(h) the Collateral Account, all cash, checks, drafts, notes, bills of exchange, 

money orders, other like instruments and all investment property held in the Collateral 

Account (or in any sub-account thereof) and all interest and earnings in respect thereof, 

(i) all books, records, writings, data bases, information and other property 

relating to, used or useful in connection with, evidencing, embodying, incorporating or 

referring to, any of the foregoing in this Section; 

(j) all other property and rights of every kind and description and interests 

therein; and 

(k) all products, offspring, rents, issues, profits, returns, income, supporting 

obligations and proceeds of and from any and all of the foregoing Collateral (including 

proceeds which constitute property of the types described in clauses (a) through f, and, 

to the extent not otherwise included, all payments under insurance (whether or not the 

Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable 

by reason of loss or damage to or otherwise with respect to any of the foregoing 

Collateral). 

Notwithstanding the foregoing, "Collateral" shall not include (i) the Grantor's real property 

leaseholds and (ii) any general intangibles or other rights arising under any contracts, 

instruments, licenses or other documents as to which the grant of a security interest would 

(A) constitute a violation of a valid and enforceable restriction in favor of a third party on such 

grant, unless and until any required consents shall have been obtained, or (B) give any other 

party to such contract, instrument, license or other document the right to terminate its obligations 

thereunder, or (iii) investment property consisting of Capital Securities of an issuer that is a 

Foreign Subsidiary (other than a Foreign Subsidiary that (i) is treated as a partnership under the 

Code or (ii) is not treated as an entity that is separate from (A) such Grantor; (B) any Person that 

is treated as a partnership under the Code or (C) any "United States person" (as defined in 

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Section 7701(a)(30) of the Code)) of such Grantor, in excess of 65% of the total combined 

voting power of all Capital Securities of each such Foreign Subsidiary. 

SECTION 2.2. Security for Obligations. This Security Agreement and the Collateral in 

which the Secured Parties is granted a security interest hereunder by the Grantor secure the 

payment of all Obligations now or hereafter existing. 

SECTION 2.3. Grantor Remains Liable. Anything herein to the contrary 

notwithstanding 

(a) the Grantor will remain liable under the contracts and agreements included 

in the Collateral to the extent set forth therein, and will perform all of its duties and 

obligations under such contracts and agreements to the same extent as if this Security 

Agreement had not been executed; 

(b) the exercise by the Secured Party of any of its rights hereunder will not 

release the Grantor from any of its duties or obligations under any such contracts or 

agreements included in the Collateral; and 

(c) the Secured Party will have no obligation or liability under any contracts 

or agreements included in the Collateral by reason of this Security Agreement, nor will 

the Secured Party be obligated to perform any of the obligations or duties of the Grantor 

thereunder or to take any action to collect or enforce any claim for payment assigned 

hereunder. 

SECTION 2.4. Dividends on Pledged Shares. In the event that any Dividend with 

respect to any Capital Securities pledged hereunder is permitted to be paid (in accordance with 

Section 7.2.6 of the Credit Agreement) such Dividend or payment may be paid directly to the 

Grantor. If any Dividend or payment is paid in contravention of Section 7.2.6 of the Credit 

Agreement, the Grantor shall hold the same segregated and in trust for the Secured Party until 

paid to the Secured Party in accordance with Section 4.1.5 hereto. 

SECTION 2.5. Security Interest Absolute, etc. This Security Agreement shall in all 

respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and 

shall remain in full force and effect until the Termination Date. All rights of the Secured Party 

and the security interests granted to the Secured Party hereunder, and all obligations of the 

Grantor hereunder, shall, in each case, be absolute, unconditional and irrevocable irrespective of: 

(a) any lack of validity, legality or enforceability of any Loan Document; 

(b) the failure of the Secured Party (i) to assert any claim or demand or to 

enforce any right or remedy against any Obligor or any other Person (including any other 

Guarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise 

any right or remedy against any other guarantor (including any other Guarantor) of, or 

collateral securing, any Obligations; 

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(c) any change in the time, manner or place of payment of, or in any other 

term of, all or any part of the Obligations, or any other extension, compromise or renewal 

of any Obligation; 

(d) any reduction, limitation, impairment or termination of any Obligations 

for any reason, including any claim of waiver, release, surrender, alteration or 

compromise, and shall not be subject to (and the Grantor hereby waives any right to or 

claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by 

reason of the invalidity, illegality, nongenuineness, irregularity, compromise, 

unenforceability of, or any other event or occurrence affecting, any Obligations or 

otherwise; 

(e) any amendment to, rescission, waiver, or other modification of, or any 

consent to or departure from, any of the terms of any Loan Document; 

(f) any addition, exchange or release of any collateral or of any Person that is 

(or will become) a guarantor (including the Grantor) of the Obligations, or any surrender 

or non-perfection of any collateral, or any amendment to or waiver or release or addition 

to, or consent to or departure from, any other guaranty held by the Secured Party securing 

any of the Obligations; or 

(g) any other circumstance which might otherwise constitute a defense 

available to, or a legal or equitable discharge of, any Obligor, any surety or any 

guarantor. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

In order to induce the Secured Party to enter into the Credit Agreement and make Credit 

Extensions thereunder, the Grantor represents and warrants to the Secured Party as set forth 

below, it being understood that for the purposes of the representations set forth in Sections 3.1 

3.2, 3.3, and 3.6 , such representations only relate to the period commencing immediately 

following the Effective Date. 

SECTION 3.1.As to Capital Securities of the Subsidiaries . With respect to any 

Subsidiary of the Grantor that is 

(a) a corporation, business trust, joint stock company or similar Person, all 

Capital Securities issued by such Subsidiary are duly authorized and validly issued, fully 

paid and non-assessable, and represented by a certificate; and 

(b) a partnership or limited liability company, no Capital Securities issued by 

such Subsidiary (i) are dealt in or traded on securities exchanges or in securities markets, 

(ii) expressly provide that such Capital Securities are a security governed by Article 8 of 

the UCC or (iii) are held in a securities account. 

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The percentage of the issued and outstanding Capital Securities of each Subsidiary pledged by 

the Grantor hereunder is as set forth on Schedule I hereto. 

SECTION 3.2. Grantor Name, Location, etc. The jurisdiction in which the Grantor is 

located for purposes of Sections 9-301 and 9-307 of the UCC is set forth in Item A of Schedule 

II hereto. Set forth in Item B of Schedule II is each location a secured party would have filed a 

UCC financing statement within the last five years to perfect or continue perfection of a security 

interest in equipment, inventory and general intangibles owned by the Grantor. The Grantor 

does not have any trade names other than those set forth in Item C of Schedule II hereto. During 

the twelve months preceding the date hereof, the Grantor has not been known by any legal name 

different from the one set forth on the signature page hereto, nor has the Grantor been the subject 

of any merger or other corporate reorganization, except as set forth in Item D of Schedule II 

hereto. The name set forth on the signature page is the true and correct name of the Grantor. 

The Grantor's federal taxpayer identification number is set forth in Item E of Schedule II hereto 

(and, during the twelve months preceding the date hereof, the Grantor has not had a federal 

taxpayer identification number different from that). The Grantor is not a party to any federal, 

state or local government contract except as set forth in Item F of Schedule II hereto. The 

Grantor does not maintain any deposit accounts with any Person except as set forth in Item G of 

Schedule II hereto. 

SECTION 3.3. Ownership, No Liens, etc. The Grantor owns its Collateral free and clear 

of any Lien, except for Liens (a) created by this Security Agreement, and, (b) in the case of 

Collateral other than the Capital Securities of each Subsidiary pledged hereunder, permitted by 

Section 7.2.3 of the Credit Agreement. No effective financing statement or other filing similar in 

effect covering any Collateral is on file in any recording office, except those filed in favor of the 

Secured Party relating to this Security Agreement or those filed in connection with Liens 

permitted by Section 7.2.3 of the Credit Agreement or as to which a duly executed termination 

statement relating to such financing statement or other instrument has been delivered to the 

Secured Party on the Effective Date. 

SECTION 3.4. Possession of Inventory, etc. The Grantor agrees that it will maintain 

exclusive possession of its goods, instruments, promissory notes and inventory, other than (a) 

inventory in transit in the ordinary course of business, (b) inventory which is in the possession or 

control of a warehouseman, bailee agent or other Person (other than a Person controlled by or 

under common control with the Grantor) that has been notified of the security interest created in 

favor of the Secured Party pursuant to this Security Agreement, and has agreed to hold such 

inventory subject to the Secured Party's Lien and waive any Lien held by it against such 

inventory, and (c) instruments or promissory notes that have been delivered to the Secured Party 

pursuant to Section 3.5. 

SECTION 3.5. Negotiable Documents, Instruments and Chattel Paper. The Grantor has 

delivered to the Secured Party possession of all originals of all negotiable documents, 

instruments, promissory notes and chattel paper owned or held by the Grantor on the Effective 

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SECTION 3.6. Intellectual Property Collateral. With respect to any of the Grantor's 

Intellectual Property Collateral the loss, impairment or infringement of which could reasonably 

be expected to have a Material Adverse Effect, the Grantor represents that: 

(a) the Grantor is the exclusive owner of the entire (other than Trade Secrets 

Collateral) and unencumbered right, title and interest in and to such Intellectual Property 

Collateral and no claim has been made that the use of such Intellectual Property 

Collateral owned by the Grantor does or may violate the asserted rights of any third 

party; and 

(b) the Grantor will continue to perform all acts and will to pay all required 

fees and taxes to maintain each and every such item of Intellectual Property Collateral 

owned by the Grantor in full force and effect throughout the world, as applicable. 

The Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, 

Trade Secrets, copyrights, licenses, technology, know-how, processes and rights with respect to 

any of the foregoing used in or necessary for the conduct of the Grantor's business. 

SECTION 3.7. Validity, etc. This Security Agreement creates a valid security interest in 

the Collateral securing the payment of the Obligations. The Grantor has filed or caused to be 

filed all Filing Statements in the appropriate offices therefor (or has authenticated and delivered 

to the Secured Party Filing Statements suitable for filing in such offices) and has taken all of the 

actions necessary to create perfected and (in the case of Collateral other than the Capital 

Securities of each Subsidiary pledged hereunder, subject to Section 7.2.3 of the Credit 

Agreement) first-priority security interests in the applicable Collateral other than the Collateral 

that constitutes unregistered copyrights. 

SECTION 3.8. Authorization, Approval, etc. Except as have been obtained or made and 

are in full force and effect, no authorization, approval or other action by, and no notice to or 

filing with, any Governmental Authority is required either 

(a) for the grant by the Grantor of the security interest granted hereby, the 

pledge by the Grantor of any Collateral pursuant hereto or for the execution, delivery and 

performance of this Security Agreement by the Grantor; 

(b) other than the Collateral that constitutes unregistered copyrights, for the 

perfection of or the exercise by the Secured Party of its rights and remedies hereunder; or 

(c) for the exercise by the Secured Party of the voting or other rights provided 

for in this Security Agreement, or, except (i) with respect to any securities issued by a 

Subsidiary of the Grantor, as may be required in connection with a disposition of such 

securities by laws affecting the offering and sale of securities generally, the remedies in 

respect of the Collateral pursuant to this Security Agreement and (ii) any "change of 

control" or similar filings required by state licensing agencies. 

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ARTICLE IV 

COVENANTS 

The Grantor covenants and agrees that, until the Termination Date, the Grantor will 

perform, comply with and be bound by the obligations set forth below. 

SECTION 4.1. As to Investment Property, etc. 

SECTION 4.1.1. Capital Securities of Subsidiaries. The Grantor will not allow any of its 

Subsidiaries 

(a) that is a corporation, business trust, joint stock company or similar Person, 

to issue uncertificated securities; 

(b) that is a partnership or limited liability company, to (i) issue Capital 

Securities that are to be dealt in or traded on securities exchanges or in securities markets, 

(ii) expressly provide in its Organic Documents that its Capital Securities are securities 

governed by Article 8 of the UCC, or (iii) place such Subsidiaries Capital Securities in a 

securities account; and 

(c) to be organized under the laws of any jurisdiction other than the United 

States. 

SECTION 4.1.2. Investment Property other than Certificated Securities). With respect 

to any investment property (other than certificated securities) owned by the Grantor, the Grantor 

will cause a control agreement relating to such investment property to be executed and delivered 

by the Grantor and the applicable financial intermediary in favor of the Secured Party. 

SECTION 4.1.3. Stock Powers, etc. The Grantor agrees that all certificated securities 

delivered by the Grantor pursuant to this Security Agreement will be accompanied by duly 

executed undated blank stock powers, or other equivalent instruments of transfer acceptable to 

the Secured Party. 

SECTION 4.1.4. Continuous Pledge. The Grantor will (subject to the terms of the Credit 

Agreement) deliver to the Secured Party and at all times keep pledged to the Secured Party 

pursuant hereto, on a first-priority, perfected basis all investment property constituting Collateral, 

all Dividends and Distributions with respect thereto, all payment intangibles to the extent they 

are evidenced by a document, instrument, promissory note or chattel paper, and all interest and 

principal with respect to such payment intangibles, and all proceeds and rights from time to time 

received by or distributable to the Grantor in respect of any of the foregoing Collateral. The 

Grantor agrees that it will, promptly following receipt thereof, deliver to the Secured Party 

possession of all originals of negotiable documents, instruments, promissory notes and chattel 

paper that it acquires following the Effective Date. 

SECTION 4.1.5. Voting Rights; Dividends, etc. The Grantor agrees: 

(a) promptly upon receipt of notice of the occurrence and continuance of a 

Specified Event from the Secured Party and without any request therefore by the Secured 

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Party, so long as such Specified Event shall continue, to deliver (properly endorsed where 

required hereby or requested by the Secured Party) to the Secured Party all Dividends and 

Distributions with respect to investment property, all interest, principal, other cash 

payments on payment intangibles, and all proceeds of the Collateral, in each case 

thereafter received by the Grantor, all of which shall be held by the Secured Party as 

additional Collateral; and 

(b) subject toclause (c)(ii)ofSection 3.8and, with respect to Collateral 

consisting of general partner interests or limited liability company interests, 

modifications to the respective Organic Documents to admit the Secured Party as a 

general partner or member, respectively, immediately upon the occurrence and 

continuance of a Specified Event and so long as the Secured Party has notified the 

Grantor of the Secured Party's intention to exercise its voting power under this clause, 

(i) that the Secured Party may exercise (to the exclusion of the 

Grantor) the voting power and all other incidental rights of ownership with 

respect to any investment property constituting Collateral and the Grantor hereby 

grants the Secured Party an irrevocable proxy, exercisable under such 

circumstances, to vote such investment property; and 

(ii) to promptly deliver to the Secured Party such additional proxies 

and other documents as may be necessary to allow the Secured Party to exercise 

such voting power. 

All Dividends, Distributions, interest, principal, cash payments, payment intangibles and 

proceeds which may at any time and from time to time be held by the Grantor but which the 

Grantor is then obligated to deliver to the Secured Party, shall, until delivery to the Secured 

Party, be held by the Grantor separate and apart from its other property in trust for the Secured 

Party. The Secured Party agrees that unless a Specified Event shall have occurred and be 

continuing and the Secured Party shall have given the notice referred to in clause (b), the Grantor 

will have the exclusive voting power with respect to any investment property constituting 

Collateral and the Secured Party will, upon the written request of the Grantor, promptly deliver 

such proxies and other documents, if any, as shall be reasonably requested by the Grantor which 

are necessary to allow the Grantor to exercise that voting power; providedthat no vote shall be 

cast, or consent, waiver, or ratification given, or action taken by the Grantor that would impair 

any such Collateral, impair the position or interest of the Secured Party in respect of the 

Collateral, or be inconsistent with or violate any provision of any Loan Document. 

SECTION 4.2.Change of Name, etc . The Grantor will not change its name or place of 

incorporation or organization or federal taxpayer identification number except upon 30 days' 

prior written notice to the Secured Party. If the Grantor is organized outside of the United States, 

it will not change its "location" as determined in accordance with Section 9-301 and 9-307 of the 

UCC and as set forth in Item Aof Schedule II hereto except upon 30 days' prior written notice to 

the Secured Party. 

SECTION 4.3. As to Receivables. 

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(a) The Grantor shall have the right to collect all Receivables so long as no 

Specified Event shall have occurred and be continuing. 

(b) Upon (i) the occurrence and continuance of a Specified Event and (ii) the 

delivery of written notice by the Secured Party to the Grantor, all proceeds of Collateral 

received by the Grantor shall be delivered in kind to the Secured Party for deposit to a 

deposit account (the " Collateral Account ") maintained by the Secured Party, on behalf of 

the Grantor, with a bank or other depository institution selected by the Secured Party in 

its sole discretion, and the Grantor shall not commingle any such proceeds, and shall hold 

separate and apart from all other property, all such proceeds in express trust for the 

benefit of the Secured Party until delivery thereof is made to the Secured Party. 

(c) Following the delivery of notice pursuant to clause (b)(ii)of this Section, 

the Secured Party shall have the right to apply any amount in the Collateral Account to 

the payment of any Obligations which are due and payable. 

(d) With respect to the Collateral Account, it is hereby confirmed and agreed 

that (i) deposits in each Collateral Account are subject to a security interest as 

contemplated hereby, (ii) each such Collateral Account shall be under the sole dominion 

and control of the Secured Party and (iii) the Secured Party shall have the sole right of 

withdrawal over such Collateral Account. 

SECTION 4.4.As to Collateral . 

(a) Subject to clause (b) of this Section, the Grantor (i) may in the ordinary 

course of its business, at its own expense, sell, lease or furnish under the contracts of 

service any of the inventory normally held by the Grantor for such purpose, and use and 

consume, in the ordinary course of its business, any raw materials, work in process or 

materials normally held by the Grantor for such purpose, (ii) will, at its own expense, 

endeavor to collect, as and when due, all amounts due with respect to any of the 

Collateral, including the taking of such action with respect to such collection as the 

Secured Party may reasonably request following the occurrence of a Specified Event or, 

in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in 

the ordinary course of business, to any party obligated on any of the Collateral, any 

rebate, refund or allowance to which such party may be lawfully entitled, and may 

accept, in connection therewith, the return of goods, the sale or lease of which shall have 

given rise to such Collateral. 

(b) At any time following the occurrence and during the continuance of a 

Specified Event, whether before or after the maturity of any of the Obligations, the 

Secured Party may (i) revoke any or all of the rights of the Grantor set forth in clause (a), 

(ii) notify any parties obligated on any of the Collateral to make payment to the Secured 

Party of any amounts due or to become due thereunder and (iii) enforce collection of any 

of the Collateral by suit or otherwise and surrender, release, or exchange all or any part 

thereof, or compromise or extend or renew for any period (whether or not longer than the 

original period) any indebtedness thereunder or evidenced thereby. 

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(c) Upon request of the Secured Party following the occurrence and during 

the continuance of a Specified Event, the Grantor will, at its own expense, notify any 

parties obligated on any of the Collateral to make payment to the Secured Party of any 

amounts due or to become due thereunder. 

(d) At any time following the occurrence and during the continuation of a 

Specified Event, the Secured Party may endorse, in the name of the Grantor, any item, 

howsoever received by the Secured Party, representing any payment on or other proceeds 

of any of the Collateral. 

SECTION 4.5.As to Intellectual Property Collateral . The Grantor covenants and agrees 

to comply with the following provisions as such provisions relate to any Intellectual Property 

Collateral material to the operations or business of the Grantor: 

(a) the Grantor will not (i) do or fail to perform any act whereby any of the 

Patent Collateral may lapse or become abandoned or dedicated to the public or 

unenforceable, (ii) permit any of its third party licensees to (A) fail to continue to use any 

of the Trademark Collateral in order to maintain all of the Trademark Collateral in full 

force free from any claim of abandonment for non-use, (B) fail to maintain as in the past 

the quality of products and services offered under all of the Trademark Collateral, (C) fail 

to employ all of the Trademark Collateral registered with any federal or state or foreign 

authority with an appropriate notice of such registration, (D) adopt or use any other 

Trademark which is confusingly similar or a colorable imitation of any of the Trademark 

Collateral, (E) use any of the Trademark Collateral registered with any federal, state or 

foreign authority except for the uses for which registration or application for registration 

of all of the Trademark Collateral has been made or (F) do or permit any act or 

knowingly omit to do any act whereby any of the Trademark Collateral may lapse or 

become invalid or unenforceable, or (iii) do or permit any act or knowingly omit to do 

any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral 

may lapse or become invalid or unenforceable or placed in the public domain except 

upon expiration of the end of an unrenewable term of a registration thereof, unless, in the 

case of any of the foregoing requirements in clauses (i), Ijj and iii), the Grantor shall 

either (x) reasonably and in good faith determine that any of such Intellectual Property 

Collateral is of negligible economic value to the Grantor, or (y) have a valid business 

purpose to do otherwise; 

(b) the Grantor shall promptly notify the Secured Party if it knows, or has 

reason to know, that any application or registration relating to any material item of the 

Intellectual Property Collateral owned by the Grantor may become abandoned or 

dedicated to the public or placed in the public domain or invalid or unenforceable, or of 

any adverse determination or development (including the institution of, or any such 

determination or development in, any proceeding in the United States Patent and 

Trademark Office, the United States Copyright Office or any foreign counterpart thereof 

or any court) regarding the Grantor's ownership of any of the Intellectual Property 

Collateral, its right to register the same or to keep and maintain and enforce the same; 

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(c) the Grantor will take all commercially reasonable steps, including in any 

proceeding before the United States Patent and Trademark Office, the United States 

Copyright Office or (subject to the terms of the Credit Agreement) any similar office or 

agency in any other country or any political subdivision thereof, to maintain and pursue 

any application (and to obtain the relevant registration) filed with respect to, and to 

maintain any registration of, the Intellectual Property Collateral owned by the Grantor, 

including the filing of applications for renewal, affidavits of use, affidavits of 

incontestability and opposition, interference and cancellation proceedings and the 

payment of fees and taxes (except to the extent that dedication, abandonment or 

invalidation is permitted under the foregoing clause (a) or ); and 

(d) the Grantor will promptly (but no less than quarterly) execute and deliver 

to the Secured Party(as applicable) a Patent Security Agreement, Trademark Security 

Agreement and/or Copyright Security Agreement, as the case may be, in the forms of 

Exhibit A, Exhibit B and Exhibit C hereto following its obtaining an ownership interest 

in any such Intellectual Property, and shall execute and deliver to the Secured Party any 

other document required to acknowledge or register or perfect the Secured Party's 

interest in any part of such item of Intellectual Property Collateral unless (i) the 

Intellectual Property Collateral is an unregistered copyright which the Grantor would not 

normally register, or (ii) the Grantor shall determine in good faith that any Intellectual 

Property Collateral is of negligible economic value to the Grantor. 

SECTION 4.6. Further Assurances, etc. The Grantor agrees that, from time to time at its 

own expense, it will promptly execute and deliver all further instruments and documents, and 

take all further action, that may be necessary or that the Secured Party may reasonably request, in 

order to perfect, preserve and protect any security interest granted or purported to be granted 

hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder 

with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will 

(a) from time to time upon the request of the Secured Party, promptly deliver 

to the Secured Party such stock powers, instruments and similar documents, satisfactory 

in form and substance to the Secured Party, with respect to such Collateral as the Secured 

Party may reasonably request and will, from time to time upon the request of the Secured 

Party after the occurrence and during the continuance of any Specified Event promptly 

transfer any securities constituting Collateral into the name of any nominee designated by 

the Secured Party; if any Collateral shall be evidenced by an instrument, negotiable 

document, promissory note or chattel paper, deliver and pledge to the Secured Party 

hereunder such instrument, negotiable document, promissory note or chattel paper duly 

endorsed and accompanied by duly executed instruments of transfer or assignment, all in 

form and substance satisfactory to the Secured Party; 

(b) file (or cause to be filed) such Filing Statements or continuation 

statements, or amendments thereto, and such other instruments or notices (including any 

assignment of claim form under or pursuant to the federal assignment of claims statute, 

31 U.S.C. § 3726, any successor or amended version thereof or any regulation 

promulgated under or pursuant to any version thereof), as may be necessary or that the 

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Secured Party may reasonably request in order to perfect and preserve the security 

interests and other rights granted or purported to be granted to the Secured Party hereby; 

(c) deliver to the Secured Party and at all times keep pledged to the Secured 

Party pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the 

Secured Party, all investment property constituting Collateral, all Dividends and 

Distributions with respect thereto, and all interest and principal with respect to 

promissory notes, and all proceeds and rights from time to time received by or 

distributable to the Grantor in respect of any of the foregoing Collateral; 

(d) not take or omit to take any action the taking or the omission of which 

would result in any impairment or alteration of any obligation of the maker of any 

payment intangible or other instrument constituting Collateral; 

(e) furnish to the Secured Party, from time to time at the Secured Party's 

request, statements and schedules further identifying and describing the Collateral and 

such other reports in connection with the Collateral as the Secured Party may reasonably 

request, all in reasonable detail; 

(f) do all things reasonably requested by the Secured Party in order to enable 

the Secured Party to have control (as such term is defined in Article 8 and Article 9 of 

any applicable Uniform Commercial Code relevant to the creation, perfection or priority 

of Collateral consisting of deposit accounts, accounts and letter of credit rights) over any 

Collateral; and 

(g) notify the Secured Party if the Grantor reasonably believes it is entitled to 

recover a commercial tort claim the value of which is in excess of $500,000 and the 

Grantor take all such action reasonably requested by the Secured Party to grant to the 

Secured Party a perfect a security interest in such commercial tort claim. 

With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby 

authorizes the Secured Party to file one or more financing or continuation statements, and 

amendments thereto, relative to all or any part of the Collateral. The Grantor agrees that a 

carbon, photographic or other reproduction of this Security Agreement or any financing 

statement covering the Collateral or any part thereof shall be sufficient as a financing statement 

where permitted by law. 

ARTICLE V 

SECURED PARTY 

SECTION 5.1.Secured Party Appointed Attorney-in-Fact . The Grantor hereby 

irrevocably appoints the Secured Party its attorney-in-fact, with full authority in the place and 

stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the 

Secured Party's discretion, following the occurrence and during the continuance of a Specified 

Event, to take any action and to execute any instrument which the Secured Party may deem 

necessary or advisable to accomplish the purposes of this Security Agreement, including: 

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(a) to ask, demand, collect, sue for, recover, compromise, receive and give 

acquittance and receipts for moneys due and to become due under or in respect of any of 

the Collateral; 

(b) to receive, endorse, and collect any drafts or other instruments, documents 

and chattel paper, in connection with clause (a) above; 

(c) to file any claims or take any action or institute any proceedings which the 

Secured Party may deem necessary or desirable for the collection of any of the Collateral 

or otherwise to enforce the rights of the Secured Party with respect to any of the 

Collateral; and 

(d) to perform the affirmative obligations of the Grantor hereunder. 

The Grantor hereby acknowledges, consents and agrees that the power of attorney granted 

pursuant to this Section is irrevocable and coupled with an interest. 

SECTION 5.2.Secured Party May Perform . If the Grantor fails to perform any 

agreement contained herein, the Secured Party may itself perform, or cause performance of, such 

agreement, and all expenses (including but not limited to reasonable attorneys' fees and legal 

expenses of counsel) of the Secured Party incurred in connection therewith shall be payable by 

the Grantor. 

SECTION 5.3.Secured Party Has No Duty . The powers conferred on the Secured Party 

hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to 

exercise any such powers. Except for reasonable care of any Collateral in its possession and the 

accounting for moneys actually received by it hereunder, the Secured Party shall have no duty as 

to any Collateral or responsibility for 

(a) ascertaining or taking action with respect to calls, conversions, exchanges, 

maturities, tenders or other matters relative to any investment property, whether or not 

the Secured Party has or is deemed to have knowledge of such matters, or 

(b) taking any necessary steps to preserve rights against prior parties or any 

other rights pertaining to any Collateral. 

SECTION 5.4.Reasonable Care . The Secured Party is required to exercise reasonable 

care in the custody and preservation of any of the Collateral in its possession; providedthat the 

Secured Party shall be deemed to have exercised reasonable care in the custody and preservation 

of any of the Collateral, if it takes such action for that purpose as the Grantor reasonably requests 

in writing at times other than upon the occurrence and during the continuance of any Specified 

Event, but failure of the Secured Party to comply with any such request at any time shall not in 

itself be deemed a failure to exercise reasonable care. 

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ARTICLE VI 

REMEDIES 

SECTION 6.1. Certain Remedies. If any Specified Event shall have occurred and be 

continuing: 

(a) The Secured Party may exercise in respect of the Collateral, in addition to 

other rights and remedies provided for herein or otherwise available to it, all the rights 

and remedies of a secured party on default under the UCC (whether or not the UCC 

applies to the affected Collateral) and also may 

(i) require the Grantor to, and the Grantor hereby agrees that it will, at 

its expense and upon request of the Secured Party forthwith, assemble all or part 

of the Collateral as directed by the Secured Party and make it available to the 

Secured Party at a place to be designated by the Secured Party which is 

reasonably convenient to both parties, and 

(ii) without notice except as specified below, sell the Collateral or any 

part thereof in one or more parcels at public or private sale, at any of the Secured 

Party's offices or elsewhere, for cash, on credit or for future delivery, and upon 

such other terms as the Secured Party may deem commercially reasonable. The 

Grantor agrees that, to the extent notice of sale shall be required by law, at least 

ten days prior notice to the Grantor of the time and place of any public sale or the 

time after which any private sale is to be made shall constitute reasonable 

notification. The Secured Party shall not be obligated to make any sale of 

Collateral regardless of notice of sale having been given. The Secured Party may 

adjourn any public or private sale from time to time by announcement at the time 

and place fixed therefor, and such sale may, without further notice, be made at the 

time and place to which it was so adjourned. 

(b) All cash proceeds received by the Secured Party in respect of any sale of, 

collection from, or other realization upon, all or any part of the Collateral shall be applied 

by the Secured Party against, all or any part of the Obligations as set forth in Section 4.2 

of the Credit Agreement. 

(c) The Secured Party may: 

(i) transfer all or any part of the Collateral into the name of the 

Secured Party or its nominee, with or without disclosing that such Collateral is 

subject to the Lien hereunder, 

(ii) notify the parties obligated on any of the Collateral to make 

payment to the Secured Party of any amount due or to become due thereunder, 

(iii) enforce collection of any of the Collateral by suit or otherwise, and 

surrender, release or exchange all or any part thereof, or compromise or extend or 

renew for any period (whether or not longer than the original period) any 

obligations of any nature of any party with respect thereto, 

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(iv) endorse any checks, drafts, or other writings in the Grantor's name 

to allow collection of the Collateral, 

(v) take control of any proceeds of the Collateral, and 

(vi) execute (in the name, place and stead of the Grantor) 

endorsements, assignments, stock powers and other instruments of conveyance or 

transfer with respect to all or any of the Collateral. 

SECTION 6.2. Securities Laws. If the Secured Party shall determine to exercise its right 

to sell all or any of the Collateral pursuant to Section 6.1, the Grantor agrees that, upon request 

of the Secured Party the Grantor will, at its own expense: 

(a) execute and deliver, and cause (or, with respect to any issuer which is not 

a Subsidiary of the Grantor, use its best efforts to cause) each issuer of the Collateral 

contemplated to be sold and the directors and officers thereof to execute and deliver, all 

such instruments and documents, and do or cause to be done all such other acts and 

things, as may be necessary or, in the reasonable opinion of the Secured Party, advisable 

to register such Collateral under the provisions of the Securities Act of 1933, as from 

time to time amended (the "Securities Act"), and cause the registration statement relating 

thereto to become effective and to remain effective for such period as prospectuses are 

required by law to be furnished, and to make all amendments and supplements thereto 

and to the related prospectus which, in the reasonable opinion of the Secured Party, are 

necessary or advisable, all in conformity with the requirements of the Securities Act and 

the rules and regulations of the SEC applicable thereto; 

(b) use its best efforts to exempt the Collateral under the state securities or 

"Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the 

Collateral, as requested by the Secured Party; 

(c) cause (or, with respect to any issuer which is not a Subsidiary of the 

Grantor, use its best efforts to cause) each such issuer to make available to its security 

holders, as soon as practicable, an earnings statement that will satisfy the provisions of 

Section 11(a) of the Securities Act; and 

(d) do or cause to be done all such other acts and things as may be necessary 

to make such sale of the Collateral or any part thereof valid and binding and in 

compliance with applicable law. 

The Grantor further acknowledges the impossibility of ascertaining the amount of damages that 

would be suffered by the Secured Party by reason of the failure by the Grantor to perform any of 

the covenants contained in this Section and consequently agrees that, if the Grantor shall fail to 

perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an 

amount equal to the value (as determined by the Secured Party) of such Collateral on the date the 

Secured Party shall demand compliance with this Section. 

SECTION 6.3. Compliance with Restrictions. The Grantor agrees that in any sale of any 

of the Collateral whenever a Specified Event shall have occurred and be continuing, the Secured 

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Party is hereby authorized to comply with any limitation or restriction in connection with such 

sale as it may be advised by counsel is necessary in order to avoid any violation of applicable 

law (including compliance with such procedures as may restrict the number of prospective 

bidders and purchasers, require that such prospective bidders and purchasers have certain 

qualifications, and restrict such prospective bidders and purchasers to Persons who will represent 

and agree that they are purchasing for their own account for investment and not with a view to 

the distribution or resale of such Collateral), or in order to obtain any required approval of the 

sale or of the purchaser by any Governmental Authority or official, and the Grantor further 

agrees that such compliance shall not result in such sale being considered or deemed not to have 

been made in a commercially reasonable manner, nor shall the Secured Party be liable nor 

accountable to the Grantor for any discount allowed by the reason of the fact that such Collateral 

is sold in compliance with any such limitation or restriction. 

SECTION 6.4.Protection of Collateral . The Secured Party may from time to time, at its 

option, perform any act which the Grantor fails to perform after being requested in writing so to 

perform (it being understood that no such request need be given after the occurrence and during 

the continuance of a Specified Event) and the Secured Party may from time to time take any 

other action which the Secured Party reasonably deems necessary for the maintenance, 

preservation or protection of any of the Collateral or of its security interest therein. 

ARTICLE VII 

MISCELLANEOUS PROVISIONS 

SECTION 7.1.Loan Document. This Security Agreement is a Loan Document executed 

pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be 

construed, administered and applied in accordance with the terms and provisions thereof, 

including Article IX thereof. 

SECTION 7.2.Binding on Successors, Transferees and Assigns; Assignment . This 

Security Agreement shall remain in full force and effect until the Termination Date has occurred, 

shall be binding upon the Grantor and its successors, transferees and assigns and shall inure to 

the benefit of and be enforceable by the Secured Party and its successors, transferees and assigns; 

providedthat the Grantor may not (unless otherwise permitted under the terms of the Credit 

Agreement) assign any of its obligations hereunder without the prior written consent of the 

Lender. 

SECTION 7.3.Amendments, etc.No amendment to or waiver of any provision of this 

Security Agreement, nor consent to any departure by the Grantor from its obligations under this 

Security Agreement, shall in any event be effective unless the same shall be in writing and 

signed by the Secured Party and the Grantor and then such waiver or consent shall be effective 

only in the specific instance and for the specific purpose for which given. 

SECTION 7.4.Notices. All notices and other communications provided for hereunder 

shall be in writing or by facsimile and addressed, delivered or transmitted to the appropriate 

party at the address or facsimile number of such party specified in the Credit Agreement or at 

such other address or facsimile number as may be designated by such party in a notice to the 

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other party. Any notice or other communication, if mailed and properly addressed with postage 

prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given 

when received; any such notice or other communication, if transmitted by facsimile, shall be 

deemed given when transmitted and electronically confirmed. 

SECTION 7.5. Release of Liens. Upon (a) the Disposition of Collateral in accordance 

with the Credit Agreement or (b) the occurrence of the Termination Date, the security interests 

granted herein shall automatically terminate with respect to (i) such Collateral (in the case of 

clause (a)) or (ii) all Collateral (in the case of clause (b)). Upon any such Disposition or 

termination, the Secured Party will, at the Grantor's sole expense, deliver to the Grantor, without 

any representations, warranties or recourse of any kind whatsoever, all Collateral held by the 

Secured Party hereunder, and execute and deliver to the Grantor such documents as the Grantor 

shall reasonably request to evidence such termination. 

SECTION 7.6. No Waiver; Remedies. In addition to, and not in limitation of 

Section 2.4, no failure on the part of the Secured Party to exercise, and no delay in exercising, 

any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of 

any right hereunder preclude any other or further exercise thereof or the exercise of any other 

right. The remedies herein provided are cumulative and not exclusive of any remedies provided 

by law. 

SECTION 7.7. Headings. The various headings of this Security Agreement are inserted 

for convenience only and shall not affect the meaning or interpretation of this Security 

Agreement or any provisions thereof. 

SECTION 7.8. Severability. Any provision of this Security Agreement which is 

prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, 

be ineffective to the extent of such prohibition or unenforceability without invalidating the 

remaining provisions of this Security Agreement or affecting the validity or enforceability of 

such provision in any other jurisdiction. 

SECTION 7.9. Governing Law, Entire Agreement, etc. This Security Agreement and 

the rights and liabilities of the Grantor and the Secured Party shall be interpreted in accordance 

with the laws of the State of Delaware. This Security Agreement and the other Loan Documents 

constitute the entire understanding among the parties hereto with respect to the subject matter 

hereof and thereof and supersede any prior agreements, written or oral, with respect thereto. 

SECTION 7.10. Counterparts. This Security Agreement may be executed by the parties 

hereto in several counterparts, each of which shall be deemed to be an original and all of which 

shall constitute together but one and the same agreement. 

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IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement 

to be duly executed and delivered by its Authorized Officer as of the date first above written. 

VOICE MEDIA GROUP, INC. 

Name: Scott Tobias 

Title: Chief Executive Officer and 

President 

BROADWAY CAPITAL CORP., LLC 

Th 

Name: James A. Larkin 

Title: President 

[Signature Page to Borrower Pledge and Security Agreement] 

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IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement 

to be duly executed and delivered by its Authorized Officer as of the date first above written. 

VOICE MEDIA GROUP, INC. 

Name: Scott Tobias 

Title: Chief Executive Officer and 

President 

BROADWAY CAPITAL` CORP. 

Name: }} James A. 

Title: / Pre4denl 

[Signature Page to Borrower Pledge and Security Agreement] 

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SCHEDULEI 

to Borrower Pledge and Security Agreement 

Issuer (Limited Liability Company) % of Equity Interests Pledged Type of Interests Pledged 

New Times Media, LLC 100% Membership Interest 

SCHEDULE II 

to Borrower Pledge and Security Agreement 

Item A. Location of the Grantor: 

969 Broadway, Denver, CO 80203 

Item B. Filing locations last five years. 

Colorado 

Item C. Trade names. 

None 

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Item D. Merger or other corporate reorganization. 

None 

Item E. Taxpayer ID number. 

46-1434058 

Item F. Government Contracts: 

None 

Item G. Deposit Accounts: 

Wells Fargo NA Account Number 400097863 

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SCHEDULE III 

to Borrower Pledge and Security Agreement 

Item A.Patents 

None 

Item B.Patent Licenses 

None 

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SCHEDULE IV 

to Borrower Pledge and Security Agreement 

Item A. Trademarks 

Registered Trademarks 

Reg. Number Word Mark Class Country 

3,849,743 ARTOPIA(media) 41 United States 

3,293,467 ARTOPIA(music) 41 United States 

3,194,211 ASK A MEXICAN 41 United States 

3,194,098 ASK A MEXICAN 16 United States 

2,893,333 AUTOBUZZ 16 United States 

3,156,284 BEST OF BROWARD /PALM BEACH 35 United States 

4,183,174 BEST OF BROWARD PALM BEACH 16,41 United States 

4,175,661 BEST OF DALLAS 16,41 United States 

2,098,988 BEST OF DALLAS 35 United States 

2,098,909 BEST OF DENVER 35 United States 

4,175,657 BEST OF DENVER 16,41 United States 

2,102,832 BEST OF HOUSTON 35 United States 

4,175,664 BEST OF HOUSTON 16,41 United States 

2,094,511 BEST OF MIAMI 35 United States 

4,175,658 BEST OF MIAMI 16,41 United States 

3,479,806 BEST OF NYC 16,41 United States 

2,652,951 BEST OF NYC 16,41 United States 

2,098,989 BEST OF PHOENIX 35 United States 

4,175,364 BEST OF PHOENIX 16,41 United States 

2,441,835 BEST OF ST. LOUIS 35 United States 

4,185,847 BEST OF ST. LOUIS 16,41 United States 

2,688,355 BEST OF THE TWIN CITIES 16,41 United States 

4,103,137 BEST OF VOICE PLACES 41 United States 

3,538,437 CHOICE EATS 41 United States 

2,100,968 CITY PAGES 16 United States 

2,098,877 CITY PAGES 41 United States 

2,263,300 DALLAS OBSERVER 16 United States 

2,263,279 DALLAS OBSERVER 35,42 United States 

3,431,850 DETOUR 41 United States 

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Reg. Number Word Mark Class Country 

2,142,870 EDGE 16 United States 

4,186,922 GOLD STANDARD 41 United States 

2,299,837 HOUSTON PRESS 16 United States 

2,866,808 HOUSTONPRESS 41 United States 

2,142,064 LA WEEKLY(STYLIZED) 16 United States 

1,650,744 LA WEEKLY 16 United States 

3,379,111 LA WEEKLY DE TOUR 41 United States 

4,253,029 LA WEEKLY GOLD STANDARD 43 United States 

3,063,457 MASTERMIND 41 United States 

2,604,312 MENU OF MENUS 16 United States 

4,203,429 MY VOICE NATION 42 United States 

2,843,226 NIGHT & DAY 16,41 United States 

1,484,231 NEW TIMES 16 United States 

1,994,330 OBIE 41 United States 

3,720,869 OC WEEKLY 16 United States 

2,091,356 OC WEEKLY (STYLIZED) 16 United States 

2,616,804 PAZZ AND JOP 16 United States 

3,642,675 REVERB FEST 41 United States 

2,342,845 RFT 16 United States 

2,288,067 RFT 35,42 United States 

2,296,097 RIVERFRONT TIMES 16 United States 

2,296,094 RIVERFRONT TIMES 35,42 United States 

2823190 SIREN MUSIC FESTIVAL 41 United States 

2248645 THE EDGE 41,42 United States 

2,273,913 THE VILLAGE VOICE 42 United States 

0,913,683 THE VILLAGE VOICE (stylized) 16 United States 

1,987,845 THE VILLAGE VOICE OBIES 41 United States 

3,176 378 THE VILLAGE VOICE SIREN MUSIC 

FESTIVAL 

41 United States 

3,085,730 VILLAGE VOICE MEDIA 16,42 United States 

1,189,256 VOICE 16 United States 

3,863,880 VOICE MEDIA 35 United States 

2,549,872 WESTWORD 16 United States 

2,188,169 WESTWORD 35,42 United States 

2,370,285 WLS 16 United States 

-26- 

9837760v.1 I 

DEFENSE 017773

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 28 of 47
Pending Trademark Applications 

App. Number Word Mark Class Country 

85666808 4KNOTS 41 United States 

85710943 CHOICE STREETS 41 United States 

85542432 MENU OF MENUS 35 United States 

85673791 VOICE MEDIA GROUP 16 United States 

85673800 VOICE MEDIA GROUP 41 United States 

85659073 VOICE PLACES 35 United States 

Trademark Licenses (to the extent such licenses are able to be assigned): 

Trademark License Agreement by and between SXSW, Inc. and Village Voice Media Holdings, 

LLC, dated as of August 31, 2009, re: license of certain SXSW trademarks. 

Clearance Agreement by and between Village Voice Media Holdings, LLC and NBC Studios, 

LLC, undated, for three cover images of the Village Voice. 

Domain Names: 

420outlets.com 

420shopping.com 

altweeklyads.com 

artopia20 11 .com 

artopia2012.com 

askawhitedude.com 

battleoftheblack.com 

best-of.com 

bestofbigcity.com 

bestofocweekly20 1 2.com 

bestofparty.com 

bestofthebigcity. com 

bestofthebigcity. info 

bestofvillagevoice.com 

bigcity.com 

choice-eats. corn 

chronicledealoftheday.com 

-27- 

9837760'.] I 

DEFENSE 017774

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 29 of 47
chronic-ledealoftheday.com 

cityofate.com 

daildealscontest.com 

dailydealscontest.com 

dailydealsgiveaway.com 

dailyfork.com 

dailypulpblog.com 

dailyweeklyblog.com 

dobrewfest.com 

docityofateevent.com 

dodc9atnightevent.com 

domixm asterevent. com 

heartlessdoll.com 

hpmusicawards.com 

jesusoftheweek.com 

j ointhebattle.net 

j oystickdivision.com 

myvoicenation.co.uk 

myvoicenation.com 

myvoicenation.net 

myvoicenation.org 

nationaladsales.net 

newtimes .biz 

newtimes.com 

newtimes.info 

newtimesbestof.com 

newtimesjobs.com 

newtimesmedia.com 

newtimesmedia.info 

newtimesmedia.net 

newtimesmediallc.com 

nightbrat.com 

nudecelebritydeathsuv.com 

reverbblog.com 

rollingpaperdealoftheday.com 

runninscared.com 

sexyblackbook.com 

shotinthedarkrsvp. com 

sportatoriumblog.com 

studiesincrap.com 

thebestofphoenix.org 

9837760.11 

DEFENSE 017775

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 30 of 47
thecolumbinereader.com 

thesmartasset.com 

tokedailydeals.com 

tokeofthetown.com 

toplessrobot.com 

toplessrobots.com 

truecrimemag. corn 

truecrimereport.com 

unbuttoned.com 

urmomcalled.com 

vddcontest.com 

vddgiveaway.com 

vddsweepstakes.com 

villagevoicemedia.com 

villagevoicemedia.net 

villagevoicemedia.org 

villagevoicemediagroup.com 

villagevoicemediagroup.net 

villagevoicemediaholdings.com 

villagevoicemediaj obs.com 

voice.xxx 

voicedailydeal.com 

voicedailydeals.com 

voicedailydealswinner.com 

voicedealoftheday.com 

voicedealsoftheday.com 

voicefilm.com 

voicelocalnetwork.com 

voicemovies.com 

voicemovies.net 

voicemovies.org 

voiceplaces.com 

voiceplaces.net 

voiceplaces.org 

voiceplaces-insider.com 

voraciousblog.com 

vvm-auth.com 

vvmedia.com 

vvmedia.net 

vvmedia.org 

vvmhllc.com 

-29- 

9837760v. l I 

DEFENSE 017776

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 31 of 47
vvmsecure.com 

walshfiles.com 

weedoutlets.com 

wesawyoulastnight.com 

-30- 

9837760.11 

DEFENSE 017777

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 32 of 47
SCHEDULE V 

to Borrower Pledge and Security Agreement 

Item A. Copyrights/Mask Works 

None 

Item B. Copyright/Mask Work Licenses 

None 

-31- 

9837760.11 

DEFENSE 017778

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 33 of 47
SCHEDULE VI 

to Borrower Pledge and Security Agreement 

Trade Secret or Know-How Licenses 

None 

-32- 

9837760x.1 1 

DEFENSE 017779

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 34 of 47
EXHIBIT A 

to Borrower Pledge and Security Agreement 

PATENT SECURITY AGREEMENT 

This PATENT SECURITY AGREEMENT, dated as of January , 2013 (this 

"Agreement"), is made by VOICE MEDIA GROUP, INC., (the "Grantor"), in favor of 

BROADWAY CAPITAL CORP., LLC (the " Secured Party"). 

WITNESSETH: 

WHEREAS, pursuant to the Credit Agreement, dated as of January _, 2013 (as 

amended, supplemented, amended and restated or otherwise modified from time to time, the 

"Credit Agreement "), by and between the Grantor and the Secured Party, the Secured Party has 

extended Commitments to make Credit Extensions to the Grantor; 

WHEREAS, in connection with the Credit Agreement, the Grantor has executed and 

delivered the Borrower Pledge and Security Agreement, dated as of January , 2013 (as 

amended, supplemented, amended and restated or otherwise modified from time to time, the 

"Security Agreement "); 

WHEREAS, pursuant to the Credit Agreement and pursuant to clause (d) of Section 4.5 

of the Security Agreement, the Grantor is required to execute and deliver this Agreement and to 

grant to the Secured Party a continuing security interest in all of the Patent Collateral (as defined 

below) to secure all Obligations; and 

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of 

this Agreement; and 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the Grantor agrees, for the benefit of the Secured Party, as 

follows: 

SECTION 1.Definitions. Unless otherwise defined herein or the context otherwise 

requires, terms used in this Agreement, including its preamble and recitals, have the meanings 

provided in the Security Agreement. 

SECTION 2.Grant of Security Interest . The Grantor hereby assigns, pledges, 

hypothecates, charges, mortgages, delivers, and transfers to the Secured Party, for its benefit and 

hereby grants to the Secured Party, for its benefit, a continuing security interest in all of the 

following property, whether now or hereafter existing or acquired by the Grantor (the " Patent 

Collateral "): 

(a) all of its letters patent and applications for letters patent throughout the world, 

including all patent applications in preparation for filing and each patent and patent 

application referred to in Item AofSchedule Iattached hereto; 

9837760.11 

DEFENSE 017780

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 35 of 47
(b) all reissues, divisions, continuations, continuations-in-part, extensions, 

renewals and reexaminations of any of the items described in clause (a); 

(c) all of its patent licenses, and other agreements providing the Grantor with the 

right to use any items of the type referred to in clauses (a) and (b) above, including each 

patent license referred to in Item B of Schedule I attached hereto; and 

(d) all proceeds of, and rights associated with, the foregoing (including license 

royalties and proceeds of infringement suits), the right to sue third parties for past, 

present or future infringements of any such patent or patent application, and for breach or 

enforcement of any patent license. 

SECTION 3. SecurityAgreement. This Agreement has been executed and delivered by 

the Grantor for the purpose of registering the security interest of the Secured Party in the Patent 

Collateral with the United States Patent and Trademark Office and corresponding offices in other 

countries of the world. The security interest granted hereby has been granted as a supplement to, 

and not in limitation of, the security interest granted to the Secured Party for its benefit under the 

Security Agreement. The Security Agreement (and all rights and remedies of the Secured Party 

thereunder) shall remain in full force and effect in accordance with its terms. 

SECTION 4. Release of Liens. Upon (i) the Disposition of Patent Collateral in 

accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the 

security interests granted herein shall automatically terminate with respect to (A) such Patent 

Collateral (in the case of clause (i)) or (B) all Patent Collateral (in the case of clause (ii)). Upon 

any such Disposition or termination, the Secured Party will, at the Grantor's sole expense, 

deliver to the Grantor, without any representations, warranties or recourse of any kind 

whatsoever, all Patent Collateral held by the Secured Party hereunder, and execute and deliver to 

the Grantor such documents as the Grantor shall reasonably request to evidence such 

termination. 

SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge and 

affirm that the rights and remedies of the Secured Party with respect to the security interest in the 

Patent Collateral granted hereby are more fully set forth in the Security Agreement, the terms 

and provisions of which (including the remedies provided for therein) are incorporated by 

reference herein as if fully set forth herein. 

SECTION 6. Loan Document. This Agreement is a Loan Document executed pursuant 

to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, 

administered and applied in accordance with the terms and provisions thereof, including 

Article IX thereof. 

SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in 

several counterparts, each of which shall be deemed to be an original and all of which shall 

constitute together but one and the same agreement. 

Exhibit A 

-2- 

9837760v.1 I 

DEFENSE 017781

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 36 of 47
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be 

duly executed and delivered by its Authorized Officer as of the date first above written. 

VOICE MEDIA GROUP, INC., 

By: 

Name: Scott Tobias 

Title: Chief Executive Officer 

and President 

Exhibit A 

-3- 

9837760v.1 I 

DEFENSE 017782

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 37 of 47
SCHEDULEI 

to Patent Security Agreement 

Item A. Patents 

Issued Patents 

Country Patent No Issue Date Inventors Title 

Pending Patent Applications 

Country Serial No. Filing Date Inventors Title 

Patent Applications in Preparation 

Expected 

Country Docket No. Filing Date Inventors Title 

Item B. Patent Licenses 

Country or Effective Expiration Subject 

Territory Licensor 

9837760v.1 I 

DEFENSE 017783

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 38 of 47
EXHIBIT B 

to Borrower Pledge and Security Agreement 

TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT, dated as of January , 2013 (this 

"Agreement"), is made by VOICE MEDIA GROUP, INC., (the "Grantor"), in favor of 

BROADWAY CAPITAL CORP., LLC (the "Secured Party"). 

WITNESSETH: 

WHEREAS, pursuant to the Credit Agreement, dated as of January , 2013 (as 

amended, supplemented, amended and restated or otherwise modified from time to time, the 

"Credit Agreement"), between the Grantor and the Secured Party, the Secured Party has 

extended Commitments to make Credit Extensions to the Grantor; 

WHEREAS, in connection with the Credit Agreement, the Grantor has executed and 

delivered the Borrower Pledge and Security Agreement, dated as of January , 2013 (as 

amended, supplemented, amended and restated or otherwise modified from time to time, the 

"Security Agreement"); 

WHEREAS, pursuant to the Credit Agreement and pursuant to clause (d) of Section 4.5 

of the Security Agreement, the Grantor is required to execute and deliver this Agreement and to 

grant to the Secured Party a continuing security interest in all of the Trademark Collateral (as 

defined below) to secure all Obligations; and 

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of 

this Agreement; and 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the Grantor agrees, for the benefit of each Secured Party, as 

follows: 

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise 

requires, terms used in this Agreement, including its preamble and recitals, have the meanings 

provided in the Security Agreement. 

SECTION 2. Grant of Security Interest. The Grantor hereby assigns, pledges, 

hypothecates, charges, mortgages, delivers, and transfers to the Secured Party, for its benefit and 

hereby grants to the Secured Party, for its benefit, a continuing security interest in all of the 

following property, whether now or hereafter existing or acquired by the Grantor (the 

"Trademark Collateral"): 

(a) (i) all of its trademarks, trade names, corporate names, company names, 

business names, fictitious business names, trade styles, service marks, certification 

marks, collective marks, logos and other source or business identifiers, now existing or 

hereafter adopted or acquired including those referred to in Item A of Schedule I hereto, 

9837760.11 

DEFENSE 017784

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 39 of 47
whether currently in use or not, all registrations and recordings thereof and all 

applications in connection therewith, whether pending or in preparation for filing, 

including registrations, recordings and applications in the United States Patent and 

Trademark Office or in any office or agency of the United States of America or any State 

thereof or any other country or political subdivision thereof or otherwise, and all 

common-law rights relating to the foregoing, and (ii) the right to obtain all reissues, 

extensions or renewals of the foregoing (collectively referred to as the " Trademark"); 

(b) all Trademark licenses for the grant by or to the Grantor of any right to use 

any Trademark, including each Trademark license referred to in Item BofSchedule I 

hereto; 

(c) all of the goodwill of the business connected with the use of, and symbolized 

by the items described in, clause (a), and to the extent applicable clause (b); 

(d) the right to sue third parties for past, present and future infringements of any 

Trademark Collateral described in clause (a) and, to the extent applicable, clause (b); and 

(e) all proceeds of, and rights associated with, the foregoing, including any claim 

by the Grantor against third parties for past, present or future infringement or dilution of 

any Trademark, Trademark registration or Trademark license, or for any injury to the 

goodwill associated with the use of any such Trademark or for breach or enforcement of 

any Trademark license and all rights corresponding thereto throughout the world. 

SECTION 3.Security Agreement . This Agreement has been executed and delivered by 

the Grantor for the purpose of registering the security interest of the Secured Party in the 

Trademark Collateral with the United States Patent and Trademark Office and corresponding 

offices in other countries of the world. The security interest granted hereby has been granted as a 

supplement to, and not in limitation of, the security interest granted to the Secured Party for its 

benefit under the Security Agreement. The Security Agreement and all rights and remedies of 

the Secured Party thereunder shall remain in full force and effect in accordance with its terms. 

SECTION 4.Release of Liens. Upon (i) the Disposition of Trademark Collateral in 

accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the 

security interests granted herein shall automatically terminate with respect to (A) such 

Trademark Collateral (in the case of clause (i)) or (B) all Trademark Collateral (in the case of 

clause (ii)). Upon any such Disposition or termination, the Secured Party will, at the Grantor's 

sole expense, deliver to the Grantor, without any representations, warranties or recourse of any 

kind whatsoever, all Trademark Collateral held by the Secured Party hereunder, and execute and 

deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such 

termination. 

SECTION 5.Acknowledgment. The Grantor does hereby further acknowledge and 

affirm that the rights and remedies of the Secured Party with respect to the security interest in the 

Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the 

terms and provisions of which (including the remedies provided for therein) are incorporated by 

reference herein as if fully set forth herein. 

Exhibit C 

-2- 

9837760.11 

DEFENSE 017785

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 40 of 47
SECTION 6. Loan Document. This Agreement is a Loan Document executed pursuant 

to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, 

administered and applied in accordance with the terms and provisions thereof, including Article 

IX thereof. 

SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in 

several counterparts, each of which shall be deemed to be an original and all of which shall 

constitute together but one and the same agreement. 

Exhibit C 

-3- 

9837760.11 

DEFENSE 017786

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 41 of 47
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be 

duly executed and delivered by Authorized Officer as of the date first above written. 

VOICE MEDIA GROUP, INC., 

Name: Scott Tobias 

Title: Chief Executive Officer 

and President 

Exhibit C 

-4- 

9837760.11 

DEFENSE 017787

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 42 of 47
SCHEDULEI 

to Trademark Security Agreement 

Item A.Trademarks 

Registered Trademarks 

Pending Trademark Applications 

Exhibit C 

-5- 

9837760.11 

DEFENSE 017788

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 43 of 47
EXHIBIT C 

to Borrower Pledge and Security Agreement 

COPYRIGHT SECURITY AGREEMENT 

This COPYRIGHT SECURITY AGREEMENT, dated as of January , 2013 (this 

"Agreement "), is made by VOICE MEDIA GROUP, INC., (the " Grantor"), in favor of 

BROADWAY CAPITAL CORP., LLC (the " Secured Party"). 

WITNESSETH: 

WHEREAS, pursuant to the Credit Agreement, dated as of January_, 2013 (as 

amended, supplemented, amended and restated or otherwise modified from time to time, the 

"Credit Agreement "), between the Grantor and the Secured Party, the Secured Party has 

extended Commitments to make Credit Extensions to the Grantor; 

WHEREAS, in connection with the Credit Agreement, the Grantor has executed and 

delivered the Borrower Pledge and Security Agreement, dated as of January 2013 (as 

amended, supplemented, amended and restated or otherwise modified from time to time, the 

"Security Agreement"); 

WHEREAS, pursuant to the Credit Agreement and pursuant to clause (d) of Section 4.5 

of the Security Agreement, the Grantor is required to execute and deliver this Agreement and to 

grant to the Secured Party a continuing security interest in all of the Copyright Collateral (as 

defined below) to secure all Obligations; and 

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of 

this Agreement; and 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the Grantor agrees, for the benefit of the Secured Party, as 

follows: 

SECTION 8.Definitions. Unless otherwise defined herein or the context otherwise 

requires, terms used in this Agreement, including its preamble and recitals, have the meanings 

provided in the Security Agreement. 

SECTION 9.Grant of Security Interest . The Grantor hereby assigns, pledges, 

hypothecates, charges, mortgages, delivers, and transfers to the Secured Party, for its benefit , 

and hereby grants to the Secured Party, for its a continuing security interest in all of the 

following (the "Copyright Collateral "), whether now or hereafter existing or acquired by the 

Grantor: all copyrights of the Grantor, whether statutory or common law, registered or 

unregistered and whether published or unpublished, now or hereafter in force throughout the 

world including all of the Grantor's right, title and interest in and to all copyrights registered in 

the United States Copyright Office or anywhere else in the world and also including the 

Exhibit C 

-6- 

9837760x.1 I 

DEFENSE 017789

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 44 of 47
copyrights referred to in Item A of Schedule I hereto, and registrations and recordings thereof 

and all applications for registration thereof, whether pending or in preparation, all copyright 

licenses, including each copyright license referred to in Item B of Schedule I hereto, the right to 

sue for past, present and future infringements of any of the foregoing, all rights corresponding 

thereto, all extensions and renewals of any thereof and all proceeds of the foregoing, including 

licenses, royalties, income, payments, claims, damages and proceeds of suit. 

SECTION 10. Security Agreement. This Agreement has been executed and delivered by 

the Grantor for the purpose of registering the security interest of the Secured Party in the 

Copyright Collateral with the United States Copyright Office and corresponding offices in other 

countries of the world. The security interest granted hereby has been granted as a supplement to, 

and not in limitation of, the security interest granted to the Secured Party for its benefit under the 

Security Agreement. The Security Agreement and all rights and remedies of the Secured Party 

thereunder shall remain in full force and effect in accordance with its terms. 

SECTION 11. Release of Liens. Upon (i) the Disposition of Copyright Collateral in 

accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the 

security interests granted herein shall automatically terminate with respect to (A) such Copyright 

Collateral (in the case of clause (i)) or (B) all Copyright Collateral (in the case of clause (ii)). 

Upon any such Disposition or termination, the Secured Party will, at the Grantor's sole expense, 

deliver to the Grantor, without any representations, warranties or recourse of any kind 

whatsoever, all Copyright Collateral held by the Secured Party hereunder, and execute and 

deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such 

termination. 

SECTION 12. Acknowledgment. The Grantor does hereby further acknowledge and 

affirm that the rights and remedies of the Secured Party with respect to the security interest in the 

Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms 

and provisions of which (including the remedies provided for therein) are incorporated by 

reference herein as if fully set forth herein. 

SECTION 13. Loan Document. This Agreement is a Loan Document executed pursuant 

to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, 

administered and applied in accordance with the terms and provisions thereof, including Article 

IX thereof. 

SECTION 14. Counterparts. This Agreement may be executed by the parties hereto in 

several counterparts, each of which shall be deemed to be an original and all of which shall 

constitute together but one and the same agreement. 

Exhibit C 

-7- 

9837760x.1 I 

DEFENSE 017790

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 45 of 47
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be 

duly executed and delivered by its Authorized Officer as of the date first above written. 

VOICE MEDIA GROUP, LLC 

Name: Scott Tobias 

Title: Chief Executive Officer 

and President 

Exhibit C 

-8- 

9837760v.I I 

DEFENSE 017791

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 46 of 47
SCHEDULEI 

to Copyright Security Agreement 

Item A. Copyrights/Mask Works 

Registered Copyrights/Mask Works 

Country Registration No. Registration Date Author(s) Title 

Copyright /Mask Work Pending Registration Applications 

Country Serial No. Filing Date Author(s) Title 

Copyright/Mask Work Registration Applications in Preparation 

Expected 

Country Docket No. Filing Date Author(s) Title 

Item B. Copyright/Mask Work Licenses 

Country or Effective Expiration 

Territory Licensor Licensee Date 

Exhibit C 

-9- 

9837760v.1 I 

DEFENSE 017792

Case 2:18-cr-00422-DJH Document 1366-4 Filed 10/26/21 Page 47 of 47