Exhibit 10.6




 





PLEDGE AND SECURITY AGREEMENT


 


PLEDGE AND SECURITY AGREEMENT, dated
as of May 10, 2013 (this "Agreement"), made by Inventergy, Inc., a Delaware corporation (the "Company")
and each other Subsidiary of the Company hereafter becoming party hereto (together with the Company, each a "Grantor"
and, collectively, the "Grantors"), in favor of Hudson Bay IP Opportunities Master Fund, LP, in its capacity as
collateral agent (in such capacity, the "Collateral Agent") for the Buyers (as defined below) party to the Securities
Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities
Purchase Agreement").


 


W I T N E
S S E T H:


 


WHEREAS, the Company and each party listed
as a "Buyer" on the Schedule of Buyers (as such schedule may be amended, restated or otherwise modified from time to
time) attached thereto, each a "Buyer", and collectively, the "Buyers") are parties to the Securities
Purchase Agreement, pursuant to which Company shall be required to sell, and the Buyers shall purchase or have the right to purchase,
the "Notes" (as defined in the Securities Purchase Agreement);


 


WHEREAS, it is a condition precedent to the
Buyers entering into the Securities Purchase Agreement that the Company shall have executed and delivered to the Collateral Agent
this Agreement providing for the grant to the Collateral Agent for the benefit of the Buyers of a security interest in all personal
property of the Company to secure all of the Company's obligations under the Securities Purchase Agreement and the "Notes"
(as defined therein) issued pursuant thereto (as such Notes may be amended, restated, replaced or otherwise modified from time
to time in accordance with the terms thereof, collectively, the "Notes"); and


 


NOW, THEREFORE, in consideration of the premises
and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Grantor agrees
with the Collateral Agent, for the benefit of the Buyers, as follows:


 


Section
1.Definitions.


 


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


 


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


 






    	 



    	 



    

 


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


 


"Collateral" shall have the
meaning set forth in Section 2 hereof.


 


"Copyright Licenses" means
all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing
for the grant of any right to use or sell any works covered by any copyright (including, without limitation, all Copyright Licenses
set forth in Schedule II hereto).


 


"Copyrights" means all domestic
and foreign copyrights, whether registered or not, including, without limitation, all copyright rights throughout the universe
(whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship
fixed in any tangible medium of expression, acquired or used by any Grantor (including, without limitation, all copyrights described
in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation, applications,
registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any
other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions
or renewals thereof.


 


"Event of Default"
means (i) any defined event of default in the Notes, after giving effect to any notice, grace, or cure periods provided for in
the Notes, (ii) the failure by the Company to pay any amounts when due under the Notes after giving effect to any notice, grace,
or cure periods provided for in the Notes.


 


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


 


"Guaranty" means a Guaranty
entered into by any additional Grantors in favor of the Buyers and the Collateral Agent, in form and substance satisfactory to
the Buyers and the Collateral Agent.


 


"Insolvency Proceeding" means
any proceeding commenced by or against any Person under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the
United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal
moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar
relief.


 


"Intellectual Property" means
the Copyrights, Trademarks, Patents and Other Intellectual Property.


 


"Licenses" means the Copyright
Licenses, the Trademark Licenses, the Patent Licenses and Other Intellectual Property Licenses.


 






    	- 2 -



    	 



    

 


"Lien" means any mortgage,
deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential
arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized
lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.


 


"New Patent Assets" shall
have the meaning set forth in the Notes.


 


"Obligations" shall have
the meaning set forth in Section 3 hereof.


 


"Other Intellectual Property"
means inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how,
formulae, rights of publicity and other general intangibles of like nature, of any Grantor, now existing or hereafter acquired
(including, without limitation, all inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information,
technology, know-how and formulae described in Schedule II hereto, if any).


 


"Other Intellectual Property Licenses"
mean all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing
for the grant of any right to manufacture, use or sell any invention covered by any Other Intellectual Property (including, without
limitation, all Other Intellectual Property Licenses set forth in Schedule II hereto)


 


"Patent Licenses" means all
licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for
the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent
Licenses set forth in Schedule II hereto).


 


"Patent Rights Assignment Agreement"
means an executed agreement between the Company and Huawei Technologies Co., Ltd. to purchase certain patents and patent applications
identified in the Letter of Intent between the Company and Huawei Technologies Co., Ltd. dated as of January 7, 2013.


 


"Patents" means all domestic
and foreign letters patent, design patents, utility patents and industrial designs of any Grantor, now existing or hereafter acquired
(including, without limitation, all domestic and foreign letters patent, design patents, utility patents and industrial designs
described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation,
applications, registrations and recordings in the United States Patent and Trademark Office, or in any similar office or agency
of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations
in part and extensions or renewals thereof.


 


"Permitted Liens" shall have
the meaning set forth in the Notes.


 


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


 






    	- 3 -



    	 



    

 


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


 


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


 


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


 


"Trademark Licenses" means
all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee and providing
for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such trademark
licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or hereafter
owned by any Grantor and now or hereafter covered by such licenses (including, without limitation, all Trademark Licenses described
in Schedule II hereto).


 


"Trademarks" means all domestic
and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a's, Internet domain
names, trade styles, designs, logos and other source or business identifiers and all general intangibles of like nature, now or
hereafter owned, adopted, acquired or used by any Grantor (including, without limitation, all domestic and foreign trademarks,
service marks, collective marks, certification marks, trade names, business names, d/b/a's, Internet domain names, trade styles,
designs, logos and other source or business identifiers described in Schedule II hereto), all applications, registrations
and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political
subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by
such marks and all customer lists, formulae and other Records of any Grantor relating to the distribution of products and services
in connection with which any of such marks are used.


 






    	- 4 -



    	 



    

 


Section
2.Grant of Security Interest. As collateral security for all of the Obligations, each Grantor hereby pledges
and assigns to the Collateral Agent for the benefit of the Buyers, and grants to the Collateral Agent for the benefit of the Buyers
a continuing security interest in, all personal property of such Grantor, wherever located and whether now or hereafter existing
and whether now owned or hereafter acquired, of every kind and description, tangible or intangible (collectively, the "Collateral"),
including, without limitation, the following:


 


(a)all Accounts;


 


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


 


(c)the Commercial Tort Claims specified
on Schedule VI hereto;


 


(d)all Deposit Accounts (including, without
limitation, all cash, and all other property from time to time deposited therein and the monies and property in the possession
or under the control of the Collateral Agent or a Buyer or any affiliate, representative, agent or correspondent of the Collateral
Agent or a Buyer;


 


(e)all Documents;


 


(f)all Equipment;


 


(g)all Fixtures;


 


(h)all General Intangibles (including,
without limitation, all Payment Intangibles);


 


(i)all Goods;


 


(j)all Instruments (including, without
limitation, Promissory Notes and each certificated Security);


 


(k)all Inventory;


 


(l)all Investment Property;


 


(m)all Copyrights, Patents and Trademarks,
and all Licenses;


 


(n)all Letter-of-Credit Rights;


 


(o)all Supporting Obligations;


 


(p)all Pledged Interests;


 






    	- 5 -



    	 



    

 


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


 


(r)all Proceeds, including all Cash Proceeds
and Noncash Proceeds, and products of any and all of the foregoing Collateral;



in each case howsoever such Grantor's interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).


 


Notwithstanding anything herein to the contrary, the term "Collateral"
shall not include, and no Grantor is pledging, nor granting a security interest hereunder in any of such Grantor's right, title
or interest in (I) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right,
title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license,
contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract
or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to
Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction
or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness,
lapse, termination or waiver of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted
a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing
exclusion shall in no way be construed so as to limit, impair or otherwise affect the Collateral Agent's unconditional continuing
security interest in and liens upon any rights or interests of a Grantor in or to the proceeds of, or any monies due or to become
due under, any such license, contract or agreement.


 


The Collateral Agent and/or any of the Buyers
will at each Grantor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and
documents in form and substance reasonably satisfactory to the Collateral Agent and take all further action that any Grantor may
reasonably request in order to effect such security interest with respect to any Collateral and any subordination with respect
to New Patent Assets financed with Indebtedness secured by Permitted Lien(s).


 



    	- 6 -



    	 



    




 


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


 


(a)the prompt payment by each Grantor,
as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from
time to time owed by it to the Collateral Agent or any Buyer in respect of the Securities Purchase Agreement, the Notes and the
other Transaction Documents, including, without limitation, (A) all principal of and interest on the Notes (including, without
limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment
of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding), (B) all amounts from
time to time owing by such Grantor under any Guaranty, and (C) all fees, commissions, expense reimbursements, indemnifications
and all other amounts due or to become due under any of the Transaction Documents; and


 


(b)the due performance and observance
by each Grantor of all of its other obligations owed to the Collateral Agent or any Buyer from time to time existing in respect
of any of the Transaction Documents for so long as the Notes are outstanding.


 


Section
4.Representations and Warranties. Each Grantor represents and warrants as follows:


 


(a)Schedule I hereto sets forth
(i) the exact legal name of such Grantor, and (ii) the organizational identification number of such Grantor or states that no such
organizational identification number exists.


 


(b)There is no pending or written notice
threatening any action, suit, proceeding or claim affecting such Grantor before any governmental authority or any arbitrator, or
any order, judgment or award by any governmental authority or arbitrator, that may adversely affect the grant by such Grantor,
or the perfection, of the security interest purported to be created hereby in the Collateral, or the exercise by the Collateral
Agent of any of its rights or remedies hereunder.


 


(c)All Federal, state and local tax returns
and other reports required by applicable law to be filed by such Grantor have been filed, or extensions have been obtained, and
all taxes, assessments and other governmental charges imposed upon such Grantor or any property of such Grantor (including, without
limitation, all federal income and social security taxes on employees' wages) and which have become due and payable on or prior
to the date hereof have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition
of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside
for the payment thereof in accordance with generally accepted accounting principles consistently applied ("GAAP").


 






    	- 7 -



    	 



    

 


(d)All Equipment, Fixtures, Goods and
Inventory of such Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of such Grantor hereafter existing
will be, located and/or based at the addresses specified therefor in Schedule III hereto, except that such Grantor will
give the Collateral Agent not less than 30 days' prior written notice of any change of the location of any such Collateral, other
than to locations set forth on Schedule III and with respect to which the Collateral Agent has filed financing statements
and otherwise fully perfected its Liens thereon. Such Grantor's chief place of business and chief executive office, the place where
such Grantor keeps its Records concerning Accounts and all originals of all Chattel Paper are located at the addresses specified
therefor in Schedule III hereto. None of the Accounts is evidenced by Promissory Notes or other Instruments. Set forth in
Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) each Promissory Note, Security
and other Instrument owned by each Grantor and (ii) each Deposit Account, Securities Account and Commodities Account of each Grantor,
together with the name and address of each institution at which each such Account is maintained, the account number for each such
Account and a description of the purpose of each such Account. Set forth in Schedule II hereto is a complete and correct
list of each trade name used by each Grantor and the name of, and each trade name used by, each person from which such Grantor
has acquired any substantial part of the Collateral.


 


(e)Such Grantor has delivered or made
available to the Collateral Agent complete and correct copies of each License described in Schedule II hereto, including
all schedules and exhibits thereto, which represents all of the Licenses existing on the date of this Agreement to the knowledge
of each Grantor. Each such License sets forth the entire agreement and understanding of the parties thereto relating to the subject
matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered
thereby or the rights of such Grantor or any of its affiliates in respect thereof. Each material License now existing is, and any
material License entered into in the future will be, the legal, valid and binding obligation of the parties thereto, enforceable
against such parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement
is sought in equity or in law). No Grantor is aware of any default under any material License by any such party that has occurred,
or any defense, offset, deduction or counterclaim thereunder in favor of any such party.


 


(f)To the knowledge of each Grantor, there
are no other licenses conveying rights to the Intellectual Property, other than as described in Schedule II. To the knowledge of
each Grantor, each such license described in Schedule II sets forth the understanding of the parties thereto relating to the subject
matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered
thereby or the rights of such Grantor or any of its affiliates in respect thereof. To the knowledge of each Grantor, each material
license conveying rights to the Intellectual Property now existing is the legal, valid and binding obligation of the parties thereto,
enforceable against such parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement
is sought in equity or in law). No Grantor is aware of any default under any material licenses conveying rights to the Intellectual
Property by any such party that has occurred, or any defense, offset, deduction or counterclaim thereunder in favor of any such
party.


 






    	- 8 -



    	 



    

 


(g)Such Grantor owns and controls, or
otherwise possesses adequate rights to use, all Trademarks, Patents, Other Intellectual Property and Copyrights, which are the
only trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights
of publicity necessary to conduct its business in substantially the same manner as conducted as of the date hereof. Schedule
II hereto sets forth a true and complete list of all registered copyrights, issued patents, Trademarks (including, without
limitation, any Internet domain names and the registrar of each such Internet domain name), and Licenses owned or used by such
Grantor as of the date hereof. To the best knowledge of each Grantor, all such Intellectual Property of such Grantor is subsisting
and in full force and effect, has not been adjudged invalid or unenforceable, is valid and enforceable and has not been abandoned
in whole or in part, unless otherwise indicated on Schedule II. Except as set forth in Schedule II, no Grantor is aware of any
Intellectual Property that is the subject of any licensing or franchising agreement. Such Grantor has no knowledge of any conflict
with the rights of others to any Intellectual Property and, to the best knowledge of such Grantor, such Grantor is not now infringing
or in conflict with any such rights of others in any material respect. Such Grantor has not received any notice that it is violating
or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how,
formulae, rights of publicity or other intellectual property rights of any third party.


 


(h)Such Grantor is and will be at all
times the sole and exclusive owner of, or otherwise has and will have adequate rights in, the Collateral free and clear of any
Liens, except for Permitted Liens on any Collateral. No effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is on file in any recording or filing office except (A) such as may have been filed in favor
of the Collateral Agent relating to this Agreement, and (B) such as may have been filed to perfect any Permitted Liens.


 


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


 


(j)No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or other regulatory body, or any other Person, is required
for (i) the grant by such Grantor, or the perfection, of the security interest purported to be created hereby in the Collateral,
or (ii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except (A) for the filing under
the Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements, all of which financing statements,
have been duly filed and are in full force and effect, (B) with respect to the perfection of the security interest created
hereby in the Intellectual Property, for the recording of the appropriate Assignment for Security, substantially in the form of
Exhibit A hereto, as applicable, in the United States Patent and Trademark Office or the United States Copyright Office,
as applicable, and (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property
and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions
relating to the Intellectual Property and Licenses.


 






    	- 9 -



    	 



    

 


(k)This Agreement creates in favor of
the Collateral Agent a legal, valid and enforceable security interest in the Collateral, as security for the Obligations. The Collateral
Agent's having possession of all Instruments and cash constituting Collateral from time to time, the recording of the appropriate
Assignment for Security executed pursuant hereto in the United States Patent and Trademark Office and the United States Copyright
Office, as applicable, and the filing of the financing statements and the other filings and recordings, as applicable, described
in Schedule V hereto and, with respect to the Intellectual Property hereafter existing and not covered by an appropriate
Assignment for Security, the recording in the United States Patent and Trademark Office or the United States Copyright Office,
as applicable, of appropriate instruments of assignment, result in the perfection of such security interests. Such security interests
are, or in the case of Collateral in which such Grantor obtains rights after the date hereof, will be, perfected, first priority
security interests, subject only to Permitted Liens and the recording of such instruments of assignment. Such recordings and filings
and all other action necessary or desirable to perfect and protect such security interest have been duly taken, except for the
Collateral Agent's having possession of Instruments and cash constituting Collateral after the date hereof and the other filings
and recordations described in Section 4(j) hereof.


 


(l)As of the date hereof, such Grantor
does not hold any Commercial Tort Claims nor is aware of any such pending claims, except for such claims described in Schedule
VI.


 


Section
5.Covenants as to the Collateral. So long as any of the Obligations shall remain outstanding, unless the Collateral
Agent shall otherwise consent in writing:


 


(a)Further Assurances. Each Grantor
will at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and
take all further action that the Collateral Agent may reasonably request in order to: (i) perfect and protect the security
interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies
hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement, including, without limitation:
(A) marking conspicuously all Chattel Paper and each original copy of a License stored in each Grantor’s files or other
Records and, at the request of the Collateral Agent, each of its Records pertaining to the Collateral with a legend, in form and
substance satisfactory to the Collateral Agent, indicating that such Chattel Paper, original copy of a License stored in each Grantor’s
files or other Records or Collateral is subject to the security interest created hereby, (B)  delivering and pledging to the
Collateral Agent hereunder each Promissory Note, Security, Chattel Paper or other Instrument, now or hereafter owned by such Grantor,
duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the
Collateral Agent, (C) executing and filing (to the extent, if any, that such Grantor's signature is required thereon) or authenticating
the filing of, such financing or continuation statements, or amendments thereto, as may be necessary or desirable or that the Collateral
Agent may request in order to perfect and preserve the security interest purported to be created hereby, (D) furnishing to
the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral in each case as the Collateral Agent may reasonably request, all in reasonable detail,
(E) if any Collateral shall be in the possession of a third party, notifying such Person of the Collateral Agent's security
interest created hereby and obtaining a written acknowledgment from such Person that such Person holds possession of the Collateral
for the benefit of the Collateral Agent, which such written acknowledgement shall be in form and substance satisfactory to the
Collateral Agent, (F) if at any time after the date hereof, such Grantor acquires or holds any Commercial Tort Claim, promptly
notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description of such Commercial Tort Claim
and granting to the Collateral Agent a security interest therein and in the proceeds thereof, which writing shall incorporate the
provisions hereof and shall be in form and substance satisfactory to the Collateral Agent, (G) upon the acquisition after
the date hereof by such Grantor of any motor vehicle or other Equipment subject to a certificate of title or ownership (other than
a Motor Vehicle or Equipment that is subject to a purchase money security interest), causing the Collateral Agent to be listed
as the lienholder on such certificate of title or ownership and delivering evidence of the same to the Collateral Agent in accordance
with the Securities Purchase Agreement; and (H) taking all actions required by any earlier versions of the Uniform Commercial
Code or by other law, as applicable, in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any
foreign jurisdiction. Notwithstanding the foregoing, in the event that the Collateral Agent assigns or otherwise transfers its
rights and obligations pursuant to Section 10(f) hereof more than once, the Collateral Agent will bear the expense of preparing
and filing any instruments or documents that the Collateral Agent requests to effectuate such subsequent transfers, if any.


 






    	- 10 -



    	 



    

 


(b)Location of Equipment and Inventory.
Each Grantor will keep the Equipment and Inventory at the locations specified therefor in Section 4(d) hereof or, upon
not less than thirty (30) days' prior written notice to the Collateral Agent accompanied by a new Schedule V hereto indicating
each new location of the Equipment and Inventory, at such other locations in the United States.


 


(c)Condition of Equipment. Each
Grantor will maintain or cause the Equipment (necessary or useful to its business) to be maintained and preserved in good condition,
repair and working order, ordinary wear and tear excepted, and will forthwith, or in the case of any loss or damage to any Equipment
of such Grantor within a commercially reasonable time after the occurrence thereof, make or cause to be made all repairs, replacements
and other improvements in connection therewith which are necessary or desirable, consistent with past practice, or which the Collateral
Agent may reasonably request to such end. Such Grantor will promptly furnish to the Collateral Agent a statement describing in
reasonable detail any such loss or damage in excess of $25,000 to any Equipment.


 


(d)Taxes, Etc. Each Grantor agrees
to pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims
(including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof
is being contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the
non-payment thereof and with respect to which adequate reserves in accordance with GAAP have been set aside for the payment thereof.


 


(e)Insurance.


 


(i)Each Grantor will, at its own expense,
maintain insurance (including, without limitation, commercial general liability and property insurance) with respect to the Equipment
and Inventory in such amounts, against such risks, in such form and with responsible and reputable insurance companies or associations
as is required by any governmental authority having jurisdiction with respect thereto or as is carried by such Grantor as of the
date hereof and in any event, in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. Each such policy for
liability insurance shall provide for all losses to be paid on behalf of the Collateral Agent and such Grantor as their respective
interests may appear, and each policy for property damage insurance shall provide for all losses to be adjusted with, and paid
directly to, the Collateral Agent. Each such policy shall in addition (A) name the Collateral Agent as an additional insured party
thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as their interests may appear, (B)
contain an agreement by the insurer that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding
any action, inaction or breach of representation or warranty by such Grantor, (C) provide that there shall be no recourse against
the Collateral Agent for payment of premiums or other amounts with respect thereto, and (D) provide that at least 30 days' prior
written notice of cancellation, lapse, expiration or other adverse change shall be given to the Collateral Agent by the insurer.
Such Grantor will, if so requested by the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such
insurance and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to
such insurance. Such Grantor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment of
such insurance policies and cause the respective insurers to acknowledge notice of such assignment.


 






    	- 11 -



    	 



    

 


(ii)Reimbursement under any liability
insurance maintained by a Grantor pursuant to this Section 5(e) may be paid directly to the Person who shall have incurred
liability covered by such insurance. In the case of any loss involving damage to Equipment or Inventory, any proceeds of insurance
maintained by a Grantor pursuant to this Section 5(e) shall be paid to the Collateral Agent (except as to which paragraph
(iii) of this Section 5(e) is not applicable), such Grantor will make or cause to be made the necessary repairs to or replacements
of such Equipment or Inventory, and any proceeds of insurance maintained by such Grantor pursuant to this Section 5(e) shall
be paid by the Collateral Agent to such Grantor as reimbursement for the costs of such repairs or replacements.


 


(iii)All insurance payments in respect
of such Equipment or Inventory shall be paid to the Collateral Agent and applied as specified in Section 7(b) hereof.


 


(f)Provisions Concerning the Accounts
and the Licenses.


 


(i)Each Grantor will (A) give the Collateral
Agent at least 30 days' prior written notice of any change in such Grantor's name, identity or organizational structure, (B) maintain
its jurisdiction of incorporation as set forth in Section 4(a) hereto, (C) immediately notify the Collateral Agent upon
obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number,
and (D) keep adequate records concerning the Accounts and Chattel Paper and permit representatives of the Collateral Agent during
normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such Records and Chattel Paper.


 


(ii)Each Grantor will, except as otherwise
provided in this Section 5(f), continue to collect, at its own expense, all amounts due or to become due under the
Accounts. In connection with such collections, such Grantor may (and, at the Collateral Agent's direction, will) take such action
as such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided,
however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an
Event of Default, to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral
Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder
directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of such Grantor and to
the extent permitted by law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by a Grantor of a notice from
the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce a Grantor's
rights against the account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence,
(A) all amounts and proceeds (including Instruments) received by such Grantor in respect of the Accounts shall be received
in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith
paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral
and applied as specified in Section 7(b) hereof, and (B) such Grantor will not adjust, settle or compromise the amount or
payment of any Account or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.
In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute
discretion) direct any or all of the banks and financial institutions with which such Grantor either maintains a Deposit Account
or a lockbox or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such account
as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities,
cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received
by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be held as additional Collateral for
the Obligations or distributed in accordance with Section 7 hereof.


 






    	- 12 -



    	 



    

 


(iii)Upon becoming aware of the occurrence
and the continuance of any breach or default under any material License referred to in Schedule II hereto to which Grantor
is a party, by any party thereto other than a Grantor, the Grantor party thereto will, promptly after obtaining knowledge thereof,
give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes
to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect
of such breach or default, or will obtain or acquire an appropriate substitute License for the continuance of business operations.


 


(iv)Each Grantor will, at its expense,
promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to
any material License referred to in Schedule II hereto to which Grantor is a party, purports to exercise any of its rights
or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto.


 


(v)Each Grantor will exercise promptly
and diligently each and every right which it may have under each material License (other than any right of termination) and will
duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably
necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral
Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to
in Schedule II hereto to which Grantor is a party.


 






    	- 13 -



    	 



    

 


(g)Transfers and Other Liens.


 


(i)No Grantor will sell, assign (by
operation of law or otherwise), lease, exclusively license, exchange or otherwise transfer or dispose of any of the Collateral,
except worn-out or obsolete assets not necessary to the Grantor’s business so long as such transfer will not interfere in
any material respect with the Grantor’s business.


 


(ii)No Grantor will create, suffer to
exist or grant any Lien upon or with respect to any Collateral other than a Permitted Lien.


 


(h)Intellectual Property.


 


(i)If applicable, each Grantor shall,
upon the Collateral Agent's written request, duly execute and deliver the applicable Assignment for Security in the form attached
hereto as Exhibit A. Each Grantor (either itself or through licensees) will take all action necessary to, and will use its
sound business discretion to cause each licensee thereof to take all action reasonably necessary to, maintain all of the Intellectual
Property in full force and effect, including, without limitation, using the proper statutory notices and markings and using the
Trademarks on each applicable trademark class of goods, as appropriate, in order to so maintain the Trademarks in full force and
free from any claim of abandonment for non-use, and such Grantor will not (nor permit any licensee thereof to) do any act or knowingly
omit to do any act (unless the non-economic consequences of such an act are so harmful that such an omission is objectively reasonable)
whereby any Intellectual Property may become invalidated. Each Grantor will cause to be taken all necessary steps in any proceeding
before the United States Patent and Trademark Office and the United States Copyright Office or any similar office or agency in
any other country or political subdivision thereof to maintain each registration of the Intellectual Property, including, without
limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation
proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees in the ordinary course of business.
Each Grantor shall furnish to the Collateral Agent from time to time upon its request statements and schedules further identifying
and describing the Intellectual Property and Licenses and such other reports in connection with the Intellectual Property and Licenses
as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following
receipt by the Collateral Agent of any such statements, schedules or reports, such Grantor shall modify this Agreement by amending
Schedule II hereto, as the case may be, to include any Intellectual Property and License, as the case may be, which becomes
part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary
or, in the judgment of the Collateral Agent, desirable to subject such Intellectual Property and Licenses to the Lien and security
interest created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance
of an Event of Default, such Grantor may not abandon or otherwise permit any Intellectual Property to become invalid, without the
prior written consent of the Collateral Agent, and if any Intellectual Property is infringed, misappropriated, diluted or otherwise
violated in any material respect by a third party, such Grantor will take such action as the Collateral Agent shall deem appropriate
under the circumstances to protect such Intellectual Property.


 






    	- 14 -



    	 



    

 


(ii)Each Grantor will take all necessary
steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States
Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political
subdivision thereof, to maintain and pursue each application relating to the Intellectual Property of such Grantor (and to obtain
the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights,
including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance
fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against
third parties, unless upon thirty (30) days' prior written notice to the Collateral Agent by Grantor and written agreement by the
Collateral Agent.


 


(iii)Each Grantor will continue to prosecute
and maintain all the Intellectual Property; provided that no Grantor shall abandon, or permit abandonment or lapse of, permit
invalidation of, or otherwise fail to maintain or take any other required action with respect to, any of its Intellectual Property
(including patent applications included in the Intellectual Property). For the avoidance of doubt, each Grantor shall pay all maintenance
fees, annuities, and the like related to all of its Intellectual Property, unless upon thirty (30) days' prior written notice to
the Collateral Agent by Grantor and written agreement by the Collateral Agent.


 


(iv)Each Grantor will file a new continuation
or division prior to any patent application included in the Intellectual Property issuing as a Patent or if abandonment of a patent
application is unavoidable, before such abandonment, and such new continuation or division will claim priority to such patent application
before it issues as a Patent, unless upon thirty (30) days' prior written notice to the Collateral Agent by Grantor and written
agreement by the Collateral Agent. For the avoidance of doubt, unless such written agreement is obtained from the Collateral Agent,
each Grantor will file any necessary new continuation or division so that no currently pending patent application included in the
Intellectual Property will issue as a Patent without another pending patent application by such Grantor in the same jurisdiction
claiming priority to it.


 


(v)Each Grantor shall provide reasonably
prompt notification to the Collateral Agent, but at least within thirty (30) days, if it knows or has reason to know that any of
the Intellectual Property may become abandoned, lost or dedicated to the public, or of any final determination (including the institution
of, or any such determination in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office
or any court or similar office of any country) regarding such Grantor’s ownership of any of the Intellectual Property, its
right to register the same, or its right to keep and maintain the same.


 


(vi)If Grantor, either itself or through
any agent, employee, licensee or designee, files an application for the registration of any Trademark or Copyright or the issuance
of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, or in any
similar office or agency of the United States or any country or any political subdivision, Grantor will provide notice to the Collateral
Agent within thirty (30) days. Upon request of the Collateral Agent, each Grantor shall execute, authenticate and deliver any and
all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral
Agent's security interest hereunder in such Intellectual Property and the General Intangibles of such Grantor relating thereto
or represented thereby, and such Grantor hereby appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate
and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such
power (being coupled with an interest) shall be irrevocable until the indefeasible payment in full in cash of all obligations under
the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or
unmatured contingent indemnification obligations).


 






    	- 15 -



    	 



    

 


(vii)Each Grantor agrees, at its own
expense, as soon as practicable after the date hereof and as soon as practicable after the date of any acquisition (but in no event
later than fourteen (14) days after any acquisition), to make such filings and to take such other actions as are reasonably necessary
in each jurisdiction in which such Grantor owns any Intellectual Property in order to perfect the Security Interest with respect
to such Intellectual Property in such jurisdiction.


 


(viii)In addition to the covenants contained
in Section 4(h)(vii) hereof, immediately (and in any event within 3 Business Days) after the acquisition by the Grantors
of Intellectual Property and related rights pursuant to the Patent Rights Agreement, the Grantors shall deliver to the Collateral
Agent a certificate of an authorized officer of each Grantor, in the form attached as Exhibit B hereto, together with an updated
Schedule II to this Agreement (which schedule shall be satisfactory to the Collateral Agent in its reasonable discretion). Such
certificate and schedule are in addition to any other documents and instruments required to be delivered by the Grantors under
this Agreement.


 


(ix)Each Grantor (either itself or through
its agents or counsel) will maintain commercially reasonable records regarding all of the Intellectual Property.


 


(x)Upon the Collateral Agent's request,
each Grantor shall cause each domain registrar where any of such Grantor's Internet domain names are registered, whether as of
the date of this Agreement or at any time hereafter, to execute and deliver to the Collateral Agent a domain name control agreement,
in form and substance reasonably satisfactory to the Collateral Agent, duly executed by such Grantor and such domain registrar,
or enter into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to which such domain registrar
shall irrevocably agree, inter alia, that (i) it will comply at any time with the instructions originated by the
Collateral Agent to such domain registrar directing substitution of the Collateral Agent or its designee as the registered owner
of such Internet domain names, without further consent of such Grantor, which instructions the Collateral Agent will not give to
such domain registrar in the absence of a continuing Event of Default.


 


(i)New Patent Assets.


 


(i)Notwithstanding the covenants contained
in Sections 5(h)(i)-(iv) hereof, each Grantor only covenants to use commercially reasonable efforts to maintain any New
Patent Assets in full force and effect based on its sound business discretion, including any reasonably necessary steps in any
proceeding before the United States Patent and Trademark Office or any similar office or agency in any other country or political
subdivision thereof to maintain each registration of the New Patent Assets, any payment of maintenance fees, annuities, filing
fees, taxes or other governmental fees in the ordinary course of business, and filing of any continuations or divisions.


 






    	- 16 -



    	 



    

 


(ii)For the abundance of clarity, each
Grantor shall furnish to the Collateral Agent from time to time upon its request statements and schedules further identifying and
describing the New Patent Assets and such other reports in connection with the New Patent Assets as the Collateral Agent may reasonably
request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent
of any such statements, schedules or reports, such Grantor shall modify this Agreement by amending Schedule II hereto, as
the case may be, to include any New Patent Assets, as the case may be, which becomes part of the Collateral under this Agreement
and shall execute and authenticate such documents and do such acts as shall be reasonably necessary or, in the judgment of the
Collateral Agent, desirable to subject such New Patent Assets to the Lien and security interest created by this Agreement.


 


(j)Deposit, Commodities and Securities
Accounts. Upon the Collateral Agent's request, each Grantor shall cause each bank and other financial institution with an account
referred to in Schedule IV hereto to execute and deliver to the Collateral Agent a control agreement, in form and substance
reasonably satisfactory to the Collateral Agent, duly executed by such Grantor and such bank or financial institution, or enter
into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to which such institution shall irrevocably
agree, inter alia, that (i) it will comply at any time with the instructions originated by the Collateral Agent
to such bank or financial institution directing the disposition of cash, Commodity Contracts, securities, Investment Property and
other items from time to time credited to such account, without further consent of such Grantor, (ii) all cash, Commodity
Contracts, securities, Investment Property and other items of such Grantor deposited with such institution shall be subject to
a perfected, first priority security interest in favor of the Collateral Agent, (iii) any right of set off, banker's Lien
or other similar Lien, security interest or encumbrance shall be fully waived as against the Collateral Agent, and (iv) upon
receipt of written notice from the Collateral Agent, such bank or financial institution shall immediately send to the Collateral
Agent by wire transfer (to such account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent
shall direct) all such cash, the value of any Commodity Contracts, securities, Investment Property and other items held by it.
Without the prior written consent of the Collateral Agent, such Grantor shall not make or maintain any Deposit Account, Commodity
Account or Securities Account except for the accounts set forth in Schedule IV hereto. The provisions of this paragraph
5(j) shall not apply to (i) Deposit Accounts for which the Collateral Agent is the depositary and (ii) Deposit Accounts specially
and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor's
salaried employees.


 






    	- 17 -



    	 



    

 


(k)Motor Vehicles.


 


(i)Upon the Collateral Agent's written
request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for all motor vehicles
owned by it with the Collateral Agent listed as lienholder, for the benefit of the Buyers.


 


(ii)Each Grantor hereby appoints the
Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for
the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies
to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder
thereof, (B) filing such applications with such state agencies, and (C) executing such other documents and instruments on behalf
of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish
the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien
on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact
is coupled with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Notes
(together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured
contingent indemnification obligations).


 


(iii)Any certificates of title or ownership
delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.


 


(iv)So long as no Event of Default shall
have occurred and be continuing, upon the request of such Grantor, the Collateral Agent shall execute and deliver to such Grantor
such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate
of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release
effective, only upon receipt by the Collateral Agent of a certificate from such Grantor stating that such motor vehicle is to be
sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the
claim for such loss) and the amount that such Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such
sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations
then outstanding.


 


(l)Control. Each Grantor hereby
agrees to take any or all action that may be necessary or desirable or that the Collateral Agent may request in order for the Collateral
Agent to obtain control in accordance with Sections 9-105 – 9-107 of the Code with respect to the following Collateral: (i) Electronic
Chattel Paper, (ii) Investment Property, (iii) Pledged Interests and (iv) Letter-of-Credit Rights.


 


(m)Inspection and Reporting. Each
Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the
Collateral Agent may designate, not more than once a year in the absence of an Event of Default, (i) to examine and make copies
of and abstracts from such Grantor's records and books of account, (ii) to visit and inspect its properties, (iii) to verify
materials, leases, Instruments, Accounts, Inventory and other assets of such Grantor from time to time, (iii) to conduct audits,
physical counts, appraisals and/or valuations, examinations at the locations of such Grantor. Each Grantor shall also permit the
Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate
to discuss such Grantor's affairs, finances and accounts with any of its officers subject to the execution by the Collateral Agent
or its designee(s) of a mutually agreeable confidentiality agreement.


 






    	- 18 -



    	 



    

 


(n)Future Subsidiaries. If any
Grantor shall hereafter create or acquire any Subsidiary, simultaneously with the creation of acquisition of such Subsidiary, such
Grantor shall cause such Subsidiary to enter into a Guaranty, to become a party to this Agreement as an additional "Grantor"
hereunder, and to duly execute and/or deliver such opinions of counsel and other documents, in form and substance acceptable to
the Collateral Agent, as the Collateral Agent shall reasonably request with respect thereto.


 


Section
6.Additional Provisions Concerning the Collateral.


 


(a)Each Grantor hereby (i) authorizes
the Collateral Agent to file one or more Uniform Commercial Code financing or continuation statements, and amendments thereto,
relating to the Collateral and (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such
financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where
permitted by law.


 


(b)Each Grantor hereby irrevocably appoints
the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Grantor and in the name
of such Grantor or otherwise, from time to time in the Collateral Agent's discretion, so long as an Event of Default shall have
occurred and is continuing, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable
to accomplish the purposes of this Agreement (subject to the rights of such Grantor under Section 5 hereof), including,
without limitation, (i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 5(e)
hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and
to become due under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts or other instruments, documents
and chattel paper in connection with clause (i) or (ii) above, (iv) to file any claims or take any action or institute any proceedings
which the Collateral Agent may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights
of the Collateral Agent and the Buyers with respect to any Collateral, and (v) to execute assignments, licenses and other documents
to enforce the rights of the Collateral Agent and the Buyers with respect to any Collateral. This attorney-in-fact power is coupled
with an interest and is irrevocable until the indefeasible payment in full in cash of all obligations under the Notes (together
with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent
indemnification obligations).


 






    	- 19 -



    	 



    

 


(c)For the purpose of enabling the Collateral
Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies upon and during an Event of Default, and for no other purpose, each Grantor hereby grants to the Collateral
Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation
to such Grantor) to use, assign, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor,
wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may
be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything contained
herein to the contrary, but subject to the provisions of the Securities Purchase Agreement that limit the right of such Grantor
to dispose of its property and Section 5(h) hereof, so long as no Event of Default shall have occurred and be continuing,
such Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect
to the Intellectual Property in the ordinary course of its business. In furtherance of the foregoing, unless an Event of Default
shall have occurred and be continuing, the Collateral Agent shall from time to time, upon the request of a Grantor, execute and
deliver any instruments, certificates or other documents, in the form so requested, which such Grantor shall have certified are
appropriate (in such Grantor's judgment) to allow it to take any action permitted above (including relinquishment of the license
provided pursuant to this clause (c) as to any Intellectual Property). Further, upon the indefeasible payment in full in cash of
all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding
any inchoate or unmatured contingent indemnification obligations), the Collateral Agent (subject to Section 10(e) hereof)
shall release and reassign to such Grantor all of the Collateral Agent's right, title and interest in and to the Intellectual Property,
and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies hereunder by
the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by such Grantor
in accordance with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from any claims, causes
of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral
Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent's
gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.


 


(d)If a Grantor fails to perform any agreement
contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement or obligation, in the name of
such Grantor or the Collateral Agent, and the expenses of the Collateral Agent incurred in connection therewith shall be payable
by such Grantor pursuant to Section 8 hereof and shall be secured by the Collateral.


 


(e)The powers conferred on the Collateral
Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder,
the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral.


 


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


 






    	- 20 -



    	 



    

 


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


 


(a)The Collateral Agent may exercise in
respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of
the rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral),
and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent's
name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter
receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers and ratifications in respect
thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to,
and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or
part of its respective Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place
or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may
enter into and occupy any premises owned or leased by such Grantor where the Collateral or any part thereof is located or assembled
for a reasonable period in order to effectuate the Collateral Agent's rights and remedies hereunder or under law, without obligation
to such Grantor in respect of such occupation, and (iii) without notice except as specified below and without any obligation
to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such
price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license
or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each
Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law,
at least ten (10) days' notice to such Grantor of the time and place of any public sale or the time after which any private sale
or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent
shall not be obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given.
The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives
any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective Collateral
may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the
aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer such Collateral
to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of such Collateral be
marshalled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective
Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any
warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii)
above shall not adversely effect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon
written notice to any Grantor from the Collateral Agent, such Grantor shall cease any use of the Intellectual Property or any trademark,
patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from
time to time, upon 10 days' prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive
or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and
in such manner, as the Collateral Agent shall in its sole discretion determine to the extent consistent with any restrictions or
conditions imposed upon such Grantor with respect to such Intellectual Property by license or other contractual arrangement; and
(2) the Collateral Agent may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective
upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of such Grantor, one or more
instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing,
recording or registration in any country.


 






    	- 21 -



    	 



    

 


(b)Any cash held by the Collateral Agent
as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization
upon, all or any part of the Collateral may, in the discretion of the Collateral Agent, be held by the Collateral Agent as collateral
for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section
8 hereof) in whole or in part by the Collateral Agent against, all or any part of the Obligations in such order as the Collateral
Agent shall elect, consistent with the provisions of the Securities Purchase Agreement. Any surplus of such cash or Cash Proceeds
held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all obligations under the Notes (together
with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent
indemnification obligations) shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent
jurisdiction shall direct.


 


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


 


(d)Each Grantor hereby acknowledges that
if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition
of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of
the Collateral.


 


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


 






    	- 22 -



    	 



    

 


Section
8.Indemnity and Expenses.


 


(a)Each Grantor agrees, jointly and severally,
to defend, protect, indemnify and hold the Collateral Agent and each of the Buyers, jointly and severally, harmless from and against
any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation,
reasonable legal fees, costs, expenses, and disbursements of such Person's counsel) to the extent that they arise out of or otherwise
result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities
resulting solely and directly from such Person's gross negligence or willful misconduct, as determined by a final judgment of a
court of competent jurisdiction. To the extent permitted by applicable law, none of the Grantor, the Buyers, nor the Collateral
Agent shall assert, and each Grantor, each Buyer and the Collateral Agent hereby waives, any claim against any Grantor, any Buyer
and the Collateral Agent, on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this Agreement.


 


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


 


Section
9.Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be
mailed (by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to a Grantor at its address
specified below and if to the Collateral Agent to it, at its address specified below; or as to any such Person, at such other address
as shall be designated by such Person in a written notice to such other Person complying as to delivery with the terms of this
Section 9. All such notices and other communications shall be effective (a) if sent by certified mail, return receipt
requested, when received or five days after deposited in the mails, whichever occurs first, (b) if telecopied, when transmitted
(during normal business hours) and confirmation is received, otherwise, the day after the notice was transmitted if confirmation
is received, or (c) if delivered, upon delivery. In addition to such written notices, copies of such notices shall be also
sent by email to the email address specified below.


 






    	- 23 -



    	 



    

 


Section
10.Miscellaneous.


 


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


 


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


 


(c)To the extent permitted by applicable
law or as otherwise explicitly provided in the Transaction Documents, each Grantor hereby waives promptness, diligence, notice
of acceptance and any other notice with respect to any of the Obligations and this Agreement and any requirement that the Collateral
Agent exhaust any right or take any action against any other Person or any Collateral. Each Grantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 10(c)
is knowingly made in contemplation of such benefits. The Grantors hereby waive any right to revoke this Agreement, and acknowledge
that this Agreement is continuing in nature and applies to all Obligations, whether existing now or in the future.


 


(d)No Grantor may exercise any rights
that it may now or hereafter acquire against any other Grantor that arise from the existence, payment, performance or enforcement
of any Grantor's obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or remedy of the Collateral Agent against any Grantor
or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from any Grantor, directly or indirectly, in cash or other property or by set-off
or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until the indefeasible
payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date
of such payment, but excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to
a Grantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of all
obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding
any inchoate or unmatured contingent indemnification obligations), such amount shall be held in trust for the benefit of the Collateral
Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the Obligations and all other amounts payable
under the Transaction Documents, whether matured or unmatured, in accordance with the terms of the Transaction Documents, or to
be held as Collateral for any Obligations or other amounts payable under the Transaction Documents thereafter arising.


 






    	- 24 -



    	 



    

 


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


 


(f)This Agreement shall create a continuing
security interest in the Collateral and shall (i) remain in full force and effect until the indefeasible payment in full in cash
of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment, but excluding
any inchoate or unmatured contingent indemnification obligations), and (ii) be binding on each Grantor and all other Persons who
become bound as debtor to this Agreement in accordance with Section 9-203(d) of the Code and shall inure, together with all rights
and remedies of the Collateral Agent and the Buyers hereunder, to the benefit of the Collateral Agent and the Buyers and their
respective permitted successors, transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding
sentence, without notice to any Grantor, the Collateral Agent and the Buyers may assign or otherwise transfer their rights and
obligations under this Agreement and any of the other Transaction Documents, to any other Person and such other Person shall thereupon
become vested with all of the benefits in respect thereof granted to the Collateral Agent and the Buyers herein or otherwise. Upon
any such assignment or transfer, all references in this Agreement to the Collateral Agent or any such Buyer shall mean the assignee
of the Collateral Agent or such Buyer. None of the rights or obligations of any Grantor hereunder may be assigned or otherwise
transferred without the prior written consent of the Collateral Agent, and any such assignment or transfer without the consent
of the Collateral Agent shall be null and void.


 


(g)Upon the indefeasible payment in full
in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such payment,
but excluding any inchoate or unmatured contingent indemnification obligations), (i) this Agreement and the security interests
created hereby shall terminate and all rights to the Collateral shall revert to the respective Grantor that granted such security
interests hereunder, and (ii) the Collateral Agent will, upon such Grantor's request and at such Grantor's expense, (A) return
to such Grantor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof,
and (B) execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination,
all without any representation, warranty or recourse whatsoever.


 


(h)THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS THEREOF
AND EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION
AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 






    	- 25 -



    	 



    

 


(i)ANY LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY
OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF, AND, BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
THE JURISDICTION OF THE AFORESAID COURTS. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.


 


(j)EACH GRANTOR AND (BY ITS ACCEPTANCE
OF THE BENEFITS OF THIS AGREEMENT) THE COLLATERAL AGENT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.


 


(k)Nothing contained herein shall affect
the right of the Collateral Agent to serve process in any other manner permitted by law or commence legal proceedings or otherwise
proceed against any Grantor or any property of such Grantor in any other jurisdiction.


 


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


 


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


 


(n)This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original,
but all of which taken together constitute one in the same Agreement.


 


[REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK]


 


 


 


 


 


 




    	- 26 -



    	 



    

 


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


 


 


 





	 	INVENTERGY, INC., a Delaware corporation
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Joseph W. Beyers	 
	 	 	Name:	Joe Beyers	 
	 	 	Title:	Chairman and CEO	 
	 	 	 	 	 
	 	Address for Notices:	 
	 	19925 Stevens Creek Blvd	 
	 	Suite 100	 	 
	 	Cupertino, CA 95014	 
	 	 	 	 	 
	 	 	 	 	 
	 	Facsimile:	 	 
	 	 	 	 	 
	 	Email:	 	 







 







    	 



    	 



    

 














	ACCEPTED BY:	 
	 	 	 	 
	HUDSON BAY IP OPPORTUNITIES 	 
	MASTER FUND, LP,	 
	as Collateral Agent	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:	/s/  Yoav Roth	 
	 	Name:  Yoav Roth	 
	 	Title:   Authorized Signatory	 
	 	Address: 	777 Third Avenue, 30th Floor	 
	 	 	New York, NY  10017	 
	 	 	 	 
	 	Facsimile:  	 	 
	 	 	 	 
	 	Email: