Exhibit 10.2


 


PLEDGE AND SECURITY AGREEMENT


 


PLEDGE AND SECURITY AGREEMENT,
dated as of November 30, 2021 (this “Agreement”), made by Greenwave Technology Solutions, Inc. (f/k/a MassRoots Inc.),
a Delaware corporation (the “Company”), and each subsidiary of the Company signatory hereto (together with the Company
and each other Person that executes a joinder and becomes a “Grantor” hereunder, each a “Grantor” and, collectively,
the “Grantors”), in favor of Empery Tax Efficient, LP, in its capacity as collateral agent (in such capacity, the “Collateral
Agent”) for the Purchasers (as defined below) party to the Securities Purchase Agreement, dated as of November 29, 2021 (as amended,
restated or otherwise modified from time to time, the “Securities Purchase Agreement”).


 


R E C I T A L S:


 


WHEREAS, the Company
and each party identified as a “Purchaser” on the signature pages thereto (each, including its
successors and assigns, a “Purchaser”, and collectively, the “Purchasers”) are parties to the
Securities Purchase Agreement, pursuant to which the Company shall be required to sell, and the Purchasers shall purchase or have the
right to purchase, certain Original Issue Discount Senior Secured Convertible Notes (as such notes
may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the “Notes”);


 


WHEREAS, it is a condition
precedent to the Purchasers consummating the transactions contemplated by the Securities Purchase Agreement that the Grantors execute
and deliver to the Collateral Agent this Agreement providing for the grant to the Collateral Agent for the benefit of the Secured Parties
of a security interest in the personal property of the Grantors described herein to secure all of the Company’s obligations under the
Securities Purchase Agreement and the “Notes” and the other Transaction Documents (as defined in the Securities Purchase Agreement);
and


 


WHEREAS, each Grantor
has determined that the execution, delivery and performance of this Agreement directly benefit, and are in the best interest of, such
Grantor.


 


NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Purchasers to purchase the Notes and otherwise perform their obligations
under the Securities Purchase Agreement, each Grantor agrees with the Collateral Agent, for the benefit of the Purchasers, 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 capitalized terms used in
this Agreement that are defined in the Securities Purchase Agreement, the Notes or in Article 8 or 9 of the Uniform Commercial Code as
in effect from time to time in the State of New York (the “Code”) 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 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”, “Account Debtor”, “Cash
Proceeds”, “Certificate of Title”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity
Account”, “Commodity Contracts”, “Deposit Account”, “Documents”, “Electronic Chattel
Paper”, “Equipment”, “Fixtures”, “General Intangibles”, “Goods”,
“Instruments”, “Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Noncash
Proceeds”, “Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Record”,
“Security Account”, “Software”, “Supporting Obligations” and “Tangible Chattel Paper”.


 






     


     


    

 


(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:


 


“Additional Collateral”
has the meaning specified therefor in Section 4(a)(i) hereof.


 


“Additional Grantor”
has the meaning specified therefor in Section 13(f) hereof.


 


“Bankruptcy Code”
means Title 11 of the United States Code, as amended from time to time and any successor statute or any similar federal or state law for
the relief of debtors.


 


“Certificated Entities”
has the meaning specified therefor in Section 5(m) hereof.


 


“Collateral”
has the meaning specified therefor in Section 2 hereof.


 


“Collateral Agent”
has the meaning specified therefor in the Preamble hereto.


 


“Control Agreement”
means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an
agreement, in form and substance satisfactory to the Collateral Agent, among the Collateral Agent, the financial institution or other
Person at which such account is maintained or with which such entitlement or contract is carried and the Grantor maintaining such account,
effective to grant “control” (as defined under the applicable Code) over such account to the Collateral Agent.


 


“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.


 


“Copyrights”
means all domestic and foreign copyrights, whether registered or unregistered, including, without limitation, all copyright rights (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 (including computer software and internet website content) now or hereafter owned, acquired, developed
or used by any Grantor, 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.


 


“Domestic
Subsidiary” means any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.


 






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“Equity Interests”
means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership
or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless
of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all securities convertible into
or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any
of the foregoing, whether or not presently convertible, exchangeable or exercisable.


 


“Event
of Default” means (a) any defined event of default under any one or more of the Transaction Documents, in each instance, after
giving effect to any notice, grace, or cure periods provided for in the applicable Transaction Document, (b) the failure by the Company
to pay any amounts when due under the Notes or any other Transaction Document beyond any applicable grace or cure period, or (c) the breach
of any representation, warranty or covenant by any Grantor under this Agreement beyond any applicable grace or cure period.


 


“Excluded Account”
means (a) any deposit account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments
to or for the benefit of any Grantor’s employees and (b) any deposit accounts that are not subject to one or more Control Agreements acceptable
to the Collateral Agent in which amounts in deposit therein do not have an aggregate end of day balance at any time in excess of $200,000
in the aggregate for all such accounts.


 


“Foreign
Subsidiary” means any Subsidiary of a Grantor that is not a Domestic Subsidiary.


 


“Grantors”
has the meaning specified therefor in the Recitals hereto.


 


“Guarantor”
means (a) each Subsidiary of the Company, and (b) each other Person which guarantees, pursuant to the Transaction Documents or otherwise,
all or any part of the Obligations.


 


“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 all Copyrights, Patents, Trademarks and Other Intellectual Property.


 


“Irrevocable Proxy”
has the meaning specified therefor in Section 4(a)(i) hereof.


 


“Licenses”
means the Copyright Licenses, the Patent Licenses and the Trademark Licenses.


 


“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.


 




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“Obligations”
means all present and future indebtedness, obligations, and liabilities of each Grantor to the Secured Parties arising under or in connection
with this Agreement, the Notes or any other Transaction Document, whether or not the right of payment in respect of such claim is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured, and whether
or not such claim is discharged, stayed or otherwise affected by any proceeding. Without limiting the generality of the foregoing, the
Obligations of each Grantor under the Transaction Documents include (a) the obligation (irrespective of whether a claim therefor is allowed
in an Insolvency Proceeding) to pay principal, interest, charges, expenses, fees, premiums, attorneys’ fees and disbursements, indemnities
and other amounts payable by such Person under the Transaction Documents, and (b) the obligation of such Person to reimburse any amount
in respect of any of the foregoing that any Secured Party (in its sole discretion) may elect to pay or advance on behalf of such Person.


 


“Other Intellectual
Property” means all trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how,
formulae, rights of publicity and privacy and other general intangibles of like nature, now or hereafter acquired, owned, developed or
used by any Grantor.


 


“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.


 


“Patents” means
all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts,
methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general intangibles
of like nature, now existing or hereafter acquired, all applications, registrations and recordings thereof, and all reissues, divisions,
continuations, continuations in part and extensions or renewals thereof.


 


“Perfection
Certificate” means that certain Perfection Certificate, dated as of the date hereof, executed and delivered by the Company, and
together with any supplement thereto.


 


“Perfection Requirements”
has the meaning specified therefor in Section 5(j) hereof.


 


“Pledge Amendment”
has the meaning specified therefor in Section 4(a)(ii) hereof.


 


“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, 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.


 


“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 Issuers”
means, collectively, (a) the issuers of the shares of Equity Interests described in Schedule VIII hereto and (b) any other issuer of Equity
Interests at any time and from time to time owned or acquired by a Grantor whose shares of Equity Interests are required to be pledged
as Collateral under this Agreement.


 




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“Pledged Partnership/LLC
Agreement” has the meaning specified therefor in Section 6(m)(ii) hereof.


 


“Pledged Shares”
means (a) the shares of Equity Interests of the Pledged Issuers, whether or not evidenced or represented by any stock certificate, certificated
security or other Instrument, (b) the certificates representing such shares of Equity Interests, all options and other rights, contractual
or otherwise, in respect thereof and all dividends, distributions, cash, Instruments, Investment Property, financial assets, securities,
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 Equity Interests and (c)
without affecting the obligations of any Grantor under any provision prohibiting such action under this Agreement, the Securities Purchase
Agreement or any other Transaction Document, in the event of any consolidation or merger involving any Pledged Issuer and in which such
Pledged Issuer is not the surviving entity or any division of any Pledged Issuer, all Equity Interests of the successor entity formed
by or resulting from such consolidation, merger or division.


 


“Registration Page”
has the meaning specified therefor in Section 4(a)(i) hereof.


 


“Secured Party”
means the Collateral Agent and the Purchasers.


 


“Secured Obligations”
has the meaning specified therefor in Section 3 hereof.


 


“Security Agreement
Supplement” has the meaning specified therefor in Section 13(f) hereof.


 


“Termination Date”
means the date on which all of the Obligations (together with any matured indemnification obligations
as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) shall have been
indefeasibly paid in full in cash and the Notes shall have been terminated.


 


“Titled Collateral”
means all Collateral for which the title to such Collateral is governed by a Certificate of Title or certificate of ownership, including,
without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service vehicles, automobiles and
other mobile equipment) for which the title to such motor vehicles is governed by a Certificate of Title or certificate of ownership.


 


“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.


 


“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, 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.


 




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SECTION 2. Grant of
Security Interest. As collateral security for the payment, performance and observance of all of the Secured Obligations, each
Grantor hereby pledges and assigns to the Collateral Agent (and its agents and designees), and grants to the Collateral Agent (and
its agents and designees), for the benefit of the Secured Parties, a continuing security interest in, all personal property and
Fixtures 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, including, without limitation, the following (all being collectively referred to
herein as the “Collateral”):


 


(a) all
Accounts;


 


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


 


(c) all
Commercial Tort Claims, including, without limitation, the Commercial Tort Claims described in Schedule VI hereto;


 


(d) all
Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies and
property in the possession or under the control of the Collateral Agent or any other Secured Party or any affiliate, representative, agent
or participant of the Collateral Agent or any other Secured Party;


 


(e) all
Documents;


 


(f) all
General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);


 


(g) all
Goods, including, without limitation, all Equipment, Fixtures and Inventory;


 


(h) all
Instruments (including, without limitation, Promissory Notes);


 


(i) all
Investment Property;


 


(j) all
Letter-of-Credit Rights;


 


(k) all
Pledged Interests;


 


(l) all
Supporting Obligations;


 


(m) all
Additional Collateral;


 




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(n) all
other tangible and intangible personal property and Fixtures 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 hereof (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, disks, 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 hereof or are otherwise necessary or helpful in the collection
or realization thereof; and


 


(o) 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, (i) any
of such Grantor’s right, title or interest in any license, contract or agreement to which such Grantor is a party 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 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, (ii) Excluded
Accounts or (iii) any intent-to-use United States trademark applications for which an amendment
to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed,
has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and
Trademark Office, provided that upon such filing and acceptance, such intent-to-use applications shall be included in the definition of
Collateral.


 


Notwithstanding anything herein to the
contrary, the term “Collateral” shall not include in the case of a Foreign Subsidiary of such Grantor, more than 65% (or
such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause
the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a
deemed dividend to such Foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any material
adverse tax consequences) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and
outstanding shares of Equity Interests not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) or other equity interest of such Foreign Subsidiary).


 




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The Grantors agree that the pledge of the shares
of Equity Interests of any Pledged Issuer who is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds
of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of the
Collateral Agent, which pledge agreements will provide for the pledge of such shares of Equity Interests in accordance with the laws of
the applicable foreign jurisdiction. With respect to such shares of Equity Interests, the Collateral Agent may, at any time and from time
to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in
such shares of Equity Interests.


 


SECTION 3. Security for
Secured 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 (the “Secured Obligations”):


 


(a) the
prompt payment by each Grantor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), of all amounts from time to time owing by the Grantors in respect of the Transaction Documents, including, without limitation,
(i) all Obligations, (ii) in the case of a Guarantor, all amounts from time to time owing by such Grantor in respect of its
guaranty made pursuant to or under any Subsidiary Guarantee to which it is a party, including, without limitation, all obligations guaranteed
by such Grantor and (iii) all interest, fees, commissions, charges, expense reimbursements, indemnifications and all other amounts
due or to become due under any Transaction Document (including, without limitation, all interest, fees, commissions, charges, expense
reimbursements, indemnifications and other amounts that accrue after the commencement of any Insolvency Proceeding of any Grantor, whether
or not the payment of such interest, fees, commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable
or are not allowable, in whole or in part, due to the existence of such Insolvency Proceeding); and


 


(b) the
prompt payment and due performance and observance by each Grantor of all of its other obligations from time to time existing in respect
of this Agreement and any other Transaction Document.


 


SECTION 4. Delivery of
the Pledged Interests.


 


(a) (i)
All Promissory Notes currently evidencing the Pledged Debt and all certificates currently representing the Pledged Shares shall be delivered
to the Collateral Agent on or prior to the date hereof. All other Promissory Notes, certificates and Instruments constituting Pledged
Interests from time to time required to be pledged to the Collateral Agent pursuant to the terms of this Agreement, the Securities Purchase
Agreement or the Notes (the “Additional Collateral”) shall be delivered to the Collateral Agent promptly upon, but in
any event within five days of, receipt thereof by or on behalf of any of the Grantors. All such Promissory Notes, certificates and Instruments
shall be (A) held by or on behalf of the Collateral Agent pursuant hereto, (B) delivered in suitable form for transfer by delivery or
shall be accompanied by duly executed instruments of transfer or assignment executed in blank and (C) with respect to any Pledged Shares,
accompanied by (1) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit D hereto (an “Irrevocable
Proxy”), and (2) a duly acknowledged Equity Interest registration page, in blank, from each Pledged Issuer, substantially in
the form of Exhibit E hereto, or otherwise in form and substance satisfactory
to the Collateral Agent (a “Registration Page”), all in form and substance reasonably satisfactory to the Collateral
Agent. If any Pledged Interests consist of uncertificated securities, unless the immediately following sentence is applicable thereto,
such Grantor shall cause (x) the Collateral Agent (or its designated custodian or nominee) to become the registered holder thereof, or
(y) each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent with respect
to such securities without further consent by such Grantor. If any Pledged Interests consist of security entitlements, such Grantor shall
(x) transfer such security entitlements to the Collateral Agent (or its custodian, nominee or other designee), or (y) cause the applicable
securities intermediary to agree that it will comply with entitlement orders by the Collateral Agent without further consent by such Grantor.


 




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(ii) Within
three days of the receipt by a Grantor of any Additional Collateral, a pledge amendment duly executed by such Grantor, in substantially
the form of Exhibit A hereto (a “Pledge Amendment”), shall be delivered to the Collateral Agent, in respect of the Additional
Collateral that must be pledged pursuant to this Agreement or any other Transaction Documents. The Pledge Amendment shall from and after
delivery thereof constitute part of Schedules VII and VIII hereto. Each Grantor hereby authorizes the Collateral Agent to attach each
Pledge Amendment to this Agreement and agrees that all Promissory Notes, certificates or Instruments listed on any Pledge Amendment delivered
to the Collateral Agent shall for all purposes hereunder constitute Pledged Interests and such Grantor shall be deemed upon delivery thereof
to have made the representations and warranties set forth in Section 5 hereof with respect to such Additional Collateral.


 


(b) If
any Grantor shall receive, by virtue of such Grantor being or having been an owner of any Pledged Interests, any Additional Collateral
consisting of any (i) Equity Interest certificate (including, without limitation, any certificate representing an Equity Interest dividend
or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, division, sale of assets,
combination of shares, stock split, spin-off or split-off), Promissory Note or other Instrument, (ii) option or right, whether as
an addition to, substitution for, or in exchange for, any Pledged Interests, or otherwise, (iii) dividends or distributions payable in
cash (except such dividends and/or distributions permitted to be retained by any such Grantor pursuant to Section 7 hereof) or in securities
or other property or (iv) dividends, distributions, cash, Instruments, Investment Property and other property in connection with a partial
or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Grantor shall
receive such Equity Interest certificate, Promissory Note, Instrument, option, right, payment or distribution in trust for the benefit
of the Collateral Agent, shall segregate it from such Grantor’s other property and shall promptly deliver it to the Collateral Agent,
in the exact form received, with any necessary indorsement and/or instrument of transfer or assignment executed in blank (and, in the
case of any Additional Collateral described in clause (b)(i) above, with an Irrevocable Proxy and Registration Page with respect to any
such Additional Collateral), all in form and substance reasonably satisfactory to the Collateral Agent, to be held by the Collateral Agent
as Pledged Interests.


 


SECTION 5. Representations
and Warranties. Each Grantor jointly and severally represents and warrants as follows:


 


(a) Schedule
I hereto sets forth a complete and accurate list as of the date hereof of (i) the exact legal name of each Grantor, (ii) the jurisdiction
of organization of each Grantor, (iii) the type of organization of each Grantor and (iv) the organizational identification number of each
Grantor (or states that no such organizational identification number exists). The Perfection Certificate, dated November 19, 2021, a copy of which has been previously
delivered to the Collateral Agent, is true, complete and correct in all respects.


 




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(b) All
Equipment, Fixtures, Inventory and other Goods now existing are, and all Equipment, Fixtures, Inventory and other Goods hereafter existing
will be, located at the addresses specified therefor in Schedule III hereto (as amended, supplemented or otherwise modified from time
to time in accordance with Section 6(b). Each 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 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof). 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 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 (i) a complete and correct list of each trade name used by each Grantor and (ii)
the name of, and each trade name used by, each Person from which such Grantor has acquired any substantial part of the Collateral within
five years of the date hereof.


 


(c) Each
Grantor has delivered to the Collateral Agent true, 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. 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 any Grantor or any of its Affiliates
in respect thereof. Each License now existing is, and each other License will be, the legal, valid and binding obligation of the parties
thereto, enforceable against such parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally. No default under any License by any
such party has occurred, nor does any defense, offset, deduction or counterclaim exist thereunder in favor of any such party. No party
to any License has given any Grantor notice of its intention to cancel, terminate or fail to renew any License.


 


(d) Schedule
II hereto sets forth a complete and accurate list of all Intellectual Property owned or used by each Grantor as of the date hereof. All
such Intellectual Property 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. No such Intellectual Property is the subject of any licensing or franchising agreement.
No Intellectual Property owned or used by and Grantor conflicts with the rights of others to any Intellectual Property and no Grantor
is now infringing or in conflict with any such rights of others, and to the best knowledge of each Grantor, no other Person is now infringing
or in conflict with any such properties, assets and rights owned or used by any Grantor, except for infringements and conflicts that could
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No Grantor has received any notice that
it is violating or has violated the Intellectual Property rights of any third party.


 


(e) To
the best of such Grantor’s knowledge, none of the Other Intellectual Property of any Grantor has been used, divulged, disclosed or appropriated
to the detriment of such Grantor for the benefit of any other Person other than such Grantor; no employee, independent contractor or agent
of any Grantor has misappropriated any Other Intellectual Property of any other Person in the course of the performance of his or her duties as an employee,
independent contractor or agent of such Grantor; and no employee, independent contractor or agent of any Grantor is in default or breach
of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement, or contract
relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property.


 




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(f) The
Pledged Issuers set forth in Schedule VIII that are Subsidiaries of a Grantor are such Grantor’s only Subsidiaries. The Pledged Shares
have been duly authorized and validly issued and are fully paid and nonassessable and the holders thereof are not entitled to any preemptive,
first refusal or other similar rights. Except as noted in Schedule VIII hereto, the Pledged Shares constitute 100% of the issued shares
of Equity Interests of the Pledged Issuers as of the date hereof. All other shares of Equity Interests constituting Pledged Interests
will be duly authorized and validly issued, fully paid and nonassessable.


 


(g) The
Promissory Notes evidencing the Pledged Debt have been, and all other Promissory Notes from time to time evidencing Pledged Debt, when
executed and delivered, will have been, duly authorized, executed and delivered by the respective makers thereof, and all such Promissory
Notes are or will be, as the case may be, legal, valid and binding obligations of such makers, enforceable against such makers in accordance
with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally.


 


(h) The
Grantors are and will be at all times the sole and exclusive owners of, or otherwise have and will have adequate rights in, the Collateral
free and clear of any Liens except for the Permitted Liens. 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 such as may have been filed to perfect or protect
any Permitted Lien.


 


(i) The
exercise by the Collateral Agent of any of its rights and remedies hereunder will not contravene any law or contractual obligation binding
on or otherwise affecting any 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 due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant by any
Grantor of the security interest purported to be created hereby in the Collateral or (iii) the exercise by the Collateral Agent
of any of its rights and remedies hereunder, except, in the case of this clause (iii), as may be required in connection with any
sale of any Pledged Interests by laws affecting the offering and sale of securities generally. 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
the perfection of the security interest purported to be created hereby in the Collateral, except (A) for the filing under the
Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements described in Schedule V hereto, 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 United States Intellectual Property and Licenses, for
the recording of the appropriate Assignment for Security, substantially in the form of Exhibit B hereto in the United States Patent
and Trademark Office or the United States Copyright Office, as applicable, (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 such foreign
Intellectual Property and Licenses, (D) with respect to the perfection of the security interest created hereby in Titled
Collateral (but solely to the extent requested by the Collateral Agent), for the submission of an appropriate application requesting
that the Lien of the Collateral Agent be noted on the Certificate of Title or certificate of ownership, completed and authenticated
by the applicable Grantor, together with the Certificate of Title or certificate of ownership, with respect to such Titled
Collateral, to the appropriate Governmental Authority, (E) with respect to any action that may be necessary to obtain control of
Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of
such actions, and (F) the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments and cash constituting
Collateral (subclauses (A) – (F), each, a “Perfection Requirement” and, collectively, the “Perfection
Requirements”).


 






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(k) As
of the date hereof, no Grantor holds any Commercial Tort Claims in respect of which a claim has been filed in a court of law or a written
notice by an attorney has been given to a potential defendant, except for such claims described in Schedule VI.


 


(l) This
Agreement creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties,
in the Collateral, as security for the Secured Obligations. The Perfection Requirements result in the perfection of such security interests.
Such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected,
first priority security interests, subject in priority only to the Permitted Liens. Such Perfection Requirements and all other action
necessary or desirable to perfect and protect such security interest have been duly made or taken, except for (i) the Collateral
Agent’s having possession of all Instruments, Documents, Chattel Paper and cash constituting Collateral after the date hereof, (ii) the
Collateral Agent’s having control of all Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights constituting
Collateral after the date hereof, and (iii) the other filings and recordations and actions described in Section 5(j) hereof.


 


(m) Each
Grantor and any of its Subsidiaries that is a partnership or a limited liability company with certificated Equity Interests, has irrevocably
opted into (and has caused each of its Subsidiaries that is a partnership or a limited liability company with certificated Equity Interests,
and a Pledged Issuer to opt into) Article 8 of the relevant Uniform Commercial Code (collectively, the “Certificated Entities”).
Such interests are securities for purposes of Article 8 of the relevant Uniform Commercial Code. With respect to each Grantor and its
Subsidiaries that is a partnership or a limited liability company and is not a Certificated Entity, the partnership interests or membership
interests of each such Person are not (i) dealt in or traded on securities exchanges or in securities markets, (ii) securities for purposes
of Article 8 of any relevant Uniform Commercial Code, (iii) investment company securities within the meaning of Section 8-103 of
any relevant Uniform Commercial Code or (iv) evidenced by a certificate.


 


(n) 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.


 




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(o) Each
Grantor (i) has timely filed all foreign, federal and state income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii)
has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of each Grantor know of no basis for any such claim.


 


SECTION 6. Covenants as
to the Collateral. During the period from the date hereof until the Termination Date, unless the Collateral Agent shall
otherwise consent in writing:


 


(a) Further
Assurances. Each Grantor will take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements,
instruments or other documents as the Collateral Agent may require from time to time in order (i) to perfect and protect, or maintain
the perfection of, the security interest and Lien purported to be created hereby; (ii) to enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise to effect the purposes of this Agreement,
including, without limitation: (A) at the request of the Collateral Agent, marking conspicuously all Chattel Paper, Instruments,
Licenses and all of its Records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent,
indicating that such Chattel Paper, Instrument or Records is subject to the security interest created hereby, (B) if any Account
shall be evidenced by a Promissory Note or other Instrument or Chattel Paper, delivering and pledging to the Collateral Agent such Promissory
Note, other Instrument or Chattel Paper, 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, (D) with
respect to Intellectual Property hereafter existing and not covered by an appropriate security interest grant, the executing and recording
in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, appropriate instruments granting
a security interest, 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, (E) delivering to the Collateral Agent Irrevocable Proxies and Registration Pages in respect
of the Pledged Interests, (F) 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 as the Collateral Agent may reasonably request, all
in reasonable detail, (G)  if at any time after the date hereof, any Grantor acquires or holds any Commercial Tort Claim, immediately
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, (H) upon the acquisition after the date hereof by
any Grantor of any Titled Collateral (other than Equipment that is subject to a purchase money security interest that constitutes a Permitted
Lien), immediately notifying the Collateral Agent of such acquisition, setting forth a description of the Titled Collateral acquired and
a good faith estimate of the current value of such Titled Collateral, and if so requested by the Collateral Agent, immediately causing
the Collateral Agent to be listed as the lienholder on such Certificate of Title or certificate of ownership and delivering evidence of
the same to the Collateral Agent, and (I) taking all actions required by law in any relevant Uniform Commercial Code jurisdiction,
or by other law as applicable in any foreign jurisdiction. No Grantor shall take or fail to
take any action which could in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien
on any Collateral.


 




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(b) Location
of Equipment and Inventory. Each Grantor will keep the Equipment and Inventory at the locations specified in Schedule III hereto or,
upon not less than 30 days’ prior written notice to the Collateral Agent accompanied by a new Schedule III hereto indicating each new
location of the Equipment and Inventory, at such other locations in the continental United States as the Grantors may elect, provided
that (i) all action has been taken to grant to the Collateral Agent a perfected, first priority security interest in such Equipment and
Inventory (subject only to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Secured Parties, and (ii) the Collateral
Agent’s rights in such Equipment and Inventory, including, without limitation, the existence, perfection and priority of the security
interest created hereby in such Equipment and Inventory, are not adversely affected thereby.


 


(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 material 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 loss or damage in excess of $250,000 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. Upon the
Collateral Agent’s request, 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, upon the Collateral Agent’s request, 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.


 




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(ii) Reimbursement
under any liability insurance maintained by a Grantor pursuant to this Section 6(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 6(e) shall be paid to the Collateral Agent (except as to which paragraph (iii) of this
Section 6(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 6(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
9(d) hereof.


 


(f) Provisions
Concerning the Accounts and Licenses.


 


(i) Each
Grantor will, except as otherwise provided in this subsection (f), continue to collect, at its own expense, all amounts due or to
become due under the Accounts. In connection with such collections, each Grantor may (and, at the Collateral Agent’s direction, will)
take such action as such Grantor (or, if applicable, 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 any 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 or its designated agent in the
same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 9(d) 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. Any such securities, cash, investments and other items so received
by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be held as additional
Collateral for the Secured Obligations or distributed in accordance with Section 8 hereof.


 


(ii) Upon
the occurrence and during the continuance of any breach or default under any License by any party thereto other than a Grantor, (A) the
relevant Grantor 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, (B) no Grantor will, without the prior
written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to the cure thereof or exercise
any of its remedies in respect thereof, and (C) each Grantor will, upon written instructions from the
Collateral Agent and at such Grantor’s expense, take such action as the Collateral Agent may deem
necessary or advisable in respect thereof.


 




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(iii) 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 License (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such
License or (C) 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.


 


(iv) Each
Grantor will exercise promptly and diligently each and every right which it may have under each License (other than any right of termination)
and will duly perform and observe in all respects all of its obligations under each License and will take all action necessary to maintain
the 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 License.


 


(v) Transfers
and Other Liens. No Grantor will create, suffer to exist or grant any Lien upon or with respect to any Collateral, Intellectual Property,
or any Licenses, in each case other than a Permitted Lien.


 


(g) Notices
and Communications; Defense of Title; Amendments; Equity Issuances. Each Grantor will:


 


(i) at
the Grantors’ joint and several expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received
by it in respect of the Pledged Interests;


 


(ii) at
the Grantors’ joint and several expense, defend the Collateral Agent’s right, title and security interest in and to
the Pledged Interests against the claims of any Person, keep the Pledged Interests free from all Liens, and not sell, exchange, transfer,
assign, lease or otherwise dispose of the Pledged Interests or any interest therein, except as permitted under the Securities Purchase
Agreement or the other Transaction Documents;


 


(iii) not
make or consent to any amendment or other modification or waiver with respect to any Pledged Interests or enter into any agreement or
permit to exist any restriction with respect to any Pledged Interests other than as expressly permitted under the Securities Purchase
Agreement or the other Transaction Documents; and


 


(iv) not
permit the issuance of (A) any additional shares of any class of Equity Interests of any Pledged Issuer, (B) any securities convertible
voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable
for, any such shares of Equity Interests or (C) any warrants, options, contracts or other commitments entitling any Person to purchase
or otherwise acquire any such shares of Equity Interests, in each case, other than as permitted under the Securities Purchase Agreement
or the other Transaction Documents.


 




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(h) Intellectual
Property.


 


(i) If
applicable, each Grantor has duly executed and delivered the applicable Assignment for Security in the form attached hereto as Exhibit
B. Except as provided in subsection (ii) below, each Grantor (either itself or through licensees) will, and will cause each licensee thereof
to, take all action 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 in order to so maintain
the Trademarks in full force, free from any claim of abandonment for non-use, and no Grantor will (nor permit any licensee thereof to)
do any act or knowingly omit to do any act whereby any Intellectual Property may become invalidated.


 


(ii) Notwithstanding
the foregoing, so long as no Event of Default has occurred and is continuing, no Grantor shall have an obligation to use or to maintain
any Intellectual Property (A) that relates solely to any product or work, that has been, or is in the process of being, discontinued,
abandoned or terminated, (B) that is being replaced with Intellectual Property substantially similar to the Intellectual Property that
may be abandoned or otherwise become invalid, so long as the failure to use or maintain such Intellectual Property does not materially
adversely affect the validity of such replacement Intellectual Property and so long as such replacement Intellectual Property is subject
to the Lien created by this Agreement or (C) that is substantially the same as any other Intellectual Property that is in full force,
so long as the failure to use or maintain such Intellectual Property does not materially adversely affect the validity of such replacement
Intellectual Property and so long as such other Intellectual Property is subject to the Lien and security interest created by this Agreement.


 


(iii) 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 (other than the Intellectual Property described in the proviso to the immediately preceding sentence), 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. If any Intellectual Property is infringed,
misappropriated, diluted or otherwise violated in any material respect by a third party, the Grantors shall (A) upon obtaining knowledge
of such infringement, misappropriation, dilution or other violation, promptly notify the Collateral Agent and (B) to the extent the Grantors
shall deem appropriate under the circumstances, promptly sue for infringement, misappropriation, dilution or other violation, seek injunctive
relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take
such other actions as the Grantors shall deem appropriate under the circumstances to protect such Intellectual Property.


 


(iv) Each
Grantor shall furnish to the Collateral Agent 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, the Grantors shall modify this Agreement by amending Schedule II hereto to include any Intellectual Property and
Licenses, as the case may be, which become 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.


 




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(v) Notwithstanding
anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, no Grantor may 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, the Grantors will take
such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Intellectual Property.


 


(vi) In
the event that any Grantor shall (A) obtain rights to any new Trademarks necessary for the operation of its business, or any reissue,
renewal or extension of any existing Trademark necessary for the operation of its business, (B) obtain rights to or develop any new patentable
inventions, or become entitled to the benefit of any Patent, or any reissue, division, continuation, renewal, extension or continuation-in-part
of any existing Patent or any improvement thereof (whether pursuant to any license or otherwise), (C) obtain rights to or develop any
new works protectable by Copyright, or become entitled to the benefit of any rights with respect to any Copyright or any registration
or application therefor, or any renewal or extension of any existing Copyright or any registration or application therefor, or (D) obtain
rights to or develop new Other Intellectual Property, the provisions of Section 2 hereof shall automatically apply thereto and such Grantor
shall give to the Collateral Agent prompt notice thereof in accordance with the terms of this Agreement and the Financing Agreement. Except
as otherwise provided herein or in the Financing Agreement each Grantor, either itself or through any agent, employee, licensee or designee,
shall give the Collateral Agent written notice of each application submitted by it 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 thereof.


 


(vii) 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 each 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 Termination Date.


 


(i) Deposit,
Commodities and Securities Accounts. 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 (or its designee) a Control Agreement, in form and substance 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 (unless otherwise agreed
to by the Collateral Agent), among other things, that (i) it will comply at any time with the instructions originated by the Collateral
Agent (or its designee) 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, which instructions the Collateral
Agent (or its designee) will not give to such bank or other financial institution in the absence of a continuing Event of Default, (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 (or its designee), and (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 (or its
designee). The provisions of this Section 6(i) shall not apply to any Excluded Accounts.


 




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(j) Titled
Collateral.


 


(i) Each
Grantor shall (a) cause all Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be
registered, to be properly registered in the name of such Grantor, (b) cause all Titled Collateral, to be properly titled in the name
of such Grantor, and if requested by the Collateral Agent, with the Collateral Agent’s Lien noted thereon and (c) if requested by the
Collateral Agent, promptly deliver to the Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates
of ownership for such Titled Collateral, with the Collateral Agent’s Lien noted thereon.


 


(ii) Upon
the acquisition after the date hereof by any Grantor of any Titled Collateral with a fair market value in excess of $250,000 (other than
Equipment to be acquired that is subject to a purchase money security interest that constitutes a Permitted Lien), such Grantor shall
immediately notify the Collateral Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith
estimate of the current value of such Titled Collateral, and if so requested by the Collateral Agent, immediately deliver to the Collateral
Agent (or its custodian) originals of the Certificates of Title or certificates of ownership for such Titled Collateral, together with
the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor to evidence the Collateral Agent’s
Lien thereon.


 


(iii) 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
Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be amended to reflect the Collateral
Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authority, 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 of this Section 6(j)) (including, without limitation, for the purpose of creating in favor of the
Collateral Agent a perfected Lien on such Titled Collateral 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 Termination Date.


 


(iv) With
respect to motor vehicles, any Certificates of Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer
statements for each motor vehicle covered thereby.


 


(k) 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 9-104, 9-105, 9-106, and 9-107 of the Code with respect to the
following Collateral: (i) Deposit Accounts, (ii) Securities Accounts; (iii) Electronic Chattel Paper, (iv) Investment Property
and (v) Letter-of-Credit Rights. Each Grantor hereby acknowledges and agrees that any agent or designee of the Collateral Agent shall
be deemed to be a “secured party” with respect to the Collateral under the control of such agent or designee for all purposes.


 




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(l) Records;
Inspection and Reporting.


 


(i) Each
Grantor shall keep adequate records concerning the Accounts, Chattel Paper and Pledged Interests.


 


(ii) Except
as otherwise expressly permitted by Section 6(b), no Grantor shall, without the prior written consent of the Collateral Agent, amend,
modify or otherwise change (A)  its name, organizational identification number or FEIN (B) its jurisdiction of organization as set
forth in Schedule I hereto or (C) its chief executive office as set forth in Schedule III hereto. Each Grantor shall immediately notify
the Collateral Agent upon obtaining an organizational identification number, if on the date hereof, such Grantor did not have such identification
number.


 


(m) Partnership
and Limited Liability Company Interests.


 


(i) Except
with respect to partnership interests and limited liability company interests evidenced by a certificate, which certificate has been pledged
and delivered to the Collateral Agent pursuant to Section 4 hereof, no Grantor that is a partnership or a limited liability company shall,
nor shall any Grantor with any Subsidiary that is a partnership or a limited liability company, permit such Subsidiary’s partnership interests
or membership interests to (A) be dealt in or traded on securities exchanges or in securities markets, (B) become a security for purposes
of Article 8 of any relevant Uniform Commercial Code, (C) become an investment company security within the meaning of Section 8-103 of
any relevant Uniform Commercial Code or (D) be evidenced by a certificate. Each Grantor agrees that such partnership interests or membership
interests shall constitute General Intangibles.


 


(ii) Each
Grantor covenants and agrees that each limited liability agreement, operating agreement, membership agreement, partnership agreement or
similar agreement to which a Grantor is a party and relating to any Pledged Interests (as amended, restated, supplemented or otherwise
modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 6(m) (A) to permit
each member, manager and partner that is a Grantor (1) to pledge all of the Pledged Interests in which such Grantor has rights, (2)
to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a lien on and security interest in such
Pledged Interests and (3) to, upon any foreclosure by the Collateral Agent on such Pledged Interests (or any other sale or transfer
of such Pledged Interests in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such
Pledged Interests in lieu of such foreclosure) its rights and powers to manage and control the affairs of the applicable Pledged Issuer,
in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any
Pledged Partnership/LLC Agreement or otherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause
such Grantor to cease to be a holder of such Pledged Interests, (2) upon the occurrence of such an event, the applicable Pledged Issuer
shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable
Pledged Issuer upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be
a be a holder of such Pledged Interests.


 


(iii) Upon
the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall have the right (but not the
obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC
Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable,
under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 6(m). For avoidance of doubt, such rights, powers
and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic
interest holder.


 




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(iv) During
the period from the date hereof until the Termination Date, no further consent, approval or action by any other party, including, without
limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral
Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 6(m) The rights, powers and benefits
granted pursuant to this paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured
Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries.


 


(v) Each
Grantor and each applicable Pledged Issuer agrees that during the period from the date hereof until the Termination Date, no Pledged Partnership/LLC
Agreement shall be amended to be inconsistent with the provisions of this Section 6(m) without the prior written consent of the Collateral
Agent.


 


(n) Additional
Guarantors. 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 become a party to this Agreement as an additional “Grantor” hereunder
and to become a party to a Subsidiary Guarantee, substantially in the form of Exhibit F hereto, or otherwise in form and substance
satisfactory to the Collateral Agent, as a “Guarantor” thereunder, 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 7. Voting
Rights, Dividends, Etc. in Respect of the Pledged Interests.


 


(a) So
long as no Event of Default shall have occurred and be continuing:


 


(i) each
Grantor may exercise any and all voting and other consensual rights pertaining to any Pledged Interests for any purpose not inconsistent
with the terms of this Agreement or the other Transaction Documents; provided, however, that (A) no Grantor will exercise or refrain
from exercising any such right, as the case may be, if the Collateral Agent gives such Grantor notice that, in the Collateral Agent’s
judgment, such action (or inaction) could reasonably be expected to violate the terms of any Transaction Document or have a Material Adverse
Effect and (B) each Grantor will give the Collateral Agent at least five Business Days’ notice of the manner in which it intends to exercise,
or the reasons for refraining from exercising, any such right which could reasonably be expected to adversely affect the value, liquidity
or marketability of any Collateral or the creation, perfection and priority of the Collateral Agent’s Lien thereon; and


 


(ii) each
Grantor may receive and retain any and all dividends, interest or other distributions paid in respect of the Pledged Interests to the
extent permitted by this Agreement and the other Transaction Documents; provided, however, that any and all (A) dividends and interest
paid or payable other than in cash in respect of, and Instruments and other property received, receivable or otherwise distributed in
respect of or in exchange for, any Pledged Interests, (B) dividends and other distributions paid or payable in cash in respect
of any Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged
Interests, together with any dividend, interest or other distribution or payment which at the time of such payment was not permitted by
this Agreement or the other Transaction Documents, shall be, and shall forthwith be delivered to the Collateral Agent, to hold as, Pledged
Interests and shall, if received by any of the Grantors, be received in trust for the benefit of the Collateral Agent, shall be segregated
from the other property or funds of the Grantors, and shall be forthwith delivered to the Collateral Agent in the exact form received
with any necessary indorsement and/or appropriate instruments of transfer or assignment or undated stock powers duly executed in blank,
to be held by the Collateral Agent as Pledged Interests and as further collateral security for the Secured Obligations.


 




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(b) Upon
the occurrence and during the continuance of an Event of Default:


 


(i) all
rights of each Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to
Section 7(a)(i) hereof, and to receive the dividends, distributions, interest and other payments that it would otherwise be authorized
to receive and retain pursuant to Section 7(a)(ii) hereof, shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged
Interests such dividends, distributions and interest payments, and the Collateral Agent (personally or through an agent) shall thereupon
be solely authorized and empowered to transfer and register in the Collateral Agent’s name, or in the name of the Collateral Agent’s nominee,
the whole or any part of the Pledged Interests, it being acknowledged by each Grantor that such transfer and registration may be effected
by the Collateral Agent by the delivery of a Registration Page to the Grantor or to the Pledged Issuer, as applicable, reflecting the
Collateral Agent or its designee as the holder of such Pledged Interests, or otherwise by the Collateral Agent through its irrevocable
appointment as attorney-in-fact pursuant to Section 8 hereof;


 


(ii) the
Collateral Agent is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Collateral Agent
(or its designee) and may collect any and all moneys due or to become due to any Grantor in respect of the Pledged Debt, and each of the
Grantors hereby authorizes each such debtor to make such payment directly to the Collateral Agent (or its designee) without any duty of
inquiry;


 


(iii) without
limiting the generality of the foregoing, the Collateral Agent may, at its option, exercise any and all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof,
including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Interests upon the merger, consolidation,
division, reorganization, recapitalization or other adjustment of any Pledged Issuer, or upon the exercise by any Pledged Issuer of any
right, privilege or option pertaining to any Pledged Interests, and, in connection therewith, to deposit and deliver any and all of the
Pledged Interests with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as
it may determine; and


 


(iv) all
dividends, distributions, interest and other payments that are received by any of the Grantors contrary to the provisions of Section 7(a)(i)
hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Grantors, and shall
be forthwith paid over to the Collateral Agent as
Pledged Interests in the exact form received with any necessary indorsement and/or appropriate instruments of transfer or assignment or
undated Equity Interest powers duly executed in blank, to be held by the Collateral Agent as Pledged Interests and as further collateral
security for the Secured Obligations.


 




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SECTION 8. Additional
Provisions Concerning the Collateral.


 


(a) To
the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary
or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute any such
agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in such
Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time to file,
one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any
such financing statements that (A) describe the Collateral as “all assets” or “all personal property” (or words
of similar effect) or that describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine, regardless
of whether any particular asset of such Grantor falls within the scope of Article 9 of the Uniform Commercial Code or whether any particular
asset of such Grantor constitutes part of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of
the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without
limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such
Grantor) and (iii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing statements, 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, to take any action
and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject
to the rights of a Grantor under Section 6 hereof and Section 7(a) hereof), including, without limitation, (i) to obtain and adjust insurance
required to be paid to the Collateral Agent pursuant to Section 6(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 receive,
indorse and collect all Instruments made payable to such Grantor representing any dividend, interest payment or other distribution in
respect of any Pledged Interests and to give full discharge for the same, (v) 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
each Secured Party with respect to any Collateral, (vi) to execute assignments, licenses and other documents to enforce the rights of
each Secured Party with respect to any Collateral, (vii) to pay or discharge taxes or Liens levied or placed upon or threatened against
the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent
(in its sole discretion), and such payments made by the Collateral Agent shall constitute additional Secured Obligations of such Grantor
to the Collateral Agent, be due and payable immediately without demand, and shall bear interest from the date payment of said amounts
is demanded at the post-default rate of interest set forth in the Notes (the “Post-Default
Rate”), and (viii) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts,
assignments, verifications and notices in connection with Accounts, Chattel Paper and other documents relating to the Collateral. This
power is coupled with an interest and is irrevocable until the Termination Date.


 




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(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, and for no other purpose, each Grantor hereby (i) grants to the Collateral Agent
an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license
or sublicense any Intellectual Property now or hereafter owned by any 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; and (ii) assigns to the Collateral Agent, to the extent assignable,
all of its rights to any Intellectual Property now or hereafter licensed or used by any Grantor. Each Grantor hereby releases the
Collateral Agent from, and indemnifies the Collateral Agent against, 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, proxy or license,
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
any Grantor fails to perform any agreement or obligation 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 fees and expenses of the Collateral Agent
incurred in connection therewith shall be jointly and severally payable by the Grantors pursuant to Section 10 hereof constitute
additional Secured Obligations of the Grantor to the Collateral Agent, be due and payable immediately without demand and bear interest
from the date payment of said amounts is demanded at the Post-Default Rate.


 


(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. Other than the exercise of reasonable care to assure 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 other parties or any other rights pertaining to any Collateral and shall
be relieved of all responsibility for any Collateral in its possession upon surrendering it or tendering surrender of it to any of the
Grantors (or whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct). The Collateral
Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral
Agent shall not have responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relating to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters. The
Collateral Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected
by the Collateral Agent in good faith.


 




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(f) Anything
herein to the contrary notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise in respect 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 any 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 otherwise in respect of the Collateral, nor shall the Collateral Agent be obligated
to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.


 


(g) The
Collateral Agent may at any time in its discretion (i) without notice to any Grantor, transfer or register in the name of the Collateral
Agent or any of its nominees any or all of the Pledged Interests, subject only to the revocable rights of such Grantor under Section 7(a)
hereof, and (ii) exchange certificates or Instruments constituting Pledged Interests for certificates or Instruments of smaller or
larger denominations.


 


SECTION 9. Remedies
Upon Default. If any Event of Default shall have occurred and be 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 each Secured Party, 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
the 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 any 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 any 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, at any
exchange or broker’s board 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 otherwise 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 the Collateral shall be required by law, at least five days’ prior notice to the applicable Grantor
of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made
shall constitute reasonable notification. If the Collateral Agent sells any of the Collateral upon credit, the Grantors will be credited
only with payments actually received by the Collateral Agent from the purchaser thereof, and if such purchaser fails to pay for the Collateral,
the Collateral may resell the Collateral and the Grantors shall be credited with proceeds of the sale. The Collateral Agent shall not
be obligated to make any sale or other disposition of 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 each Secured Party arising by reason of the
fact that the price at which the 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 Secured Obligations, even if the Collateral Agent accepts the first offer
received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that
all or any part of the Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (A) any
such sale of the Collateral by the Collateral Agent shall be made without warranty, (B) the Collateral Agent may specifically disclaim
any warranties of title, possession, quiet enjoyment or the like, (C) the Collateral Agent may bid (which bid may be, in whole or in part,
in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral
or any portion thereof for the account of the Collateral Agent (on behalf of itself and each Secured Party) and (D) such actions
set forth in clauses (A), (B) and (C) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral.
In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent,
each 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 five days’ prior notice to any 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;
and (3) the Collateral Agent may, at any time, execute and deliver on behalf of a 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.


 




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(b) In
the event that the Collateral Agent determines to exercise its right to sell all or any part of the Pledged Interests pursuant to Section
9(a) hereof, each Grantor will, at such Grantor’s expense and upon request by the Collateral Agent: (i) execute and deliver, and cause
each issuer of such Pledged Interests and the directors and officers thereof to execute and deliver, all such instruments and documents,
and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Collateral Agent, advisable to
register such Pledged Interests under the provisions of the Securities Act, and to cause the registration statement relating thereto to
become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments
and supplements thereto and to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto, (ii) cause each issuer
of such Pledged Interests to qualify such Pledged Interests under the state securities or “Blue Sky” laws of each jurisdiction,
and to obtain all necessary governmental approvals for the sale of the Pledged Interests, as requested by the Collateral Agent, (iii)
cause each Pledged Issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy
the provisions of Section 11(a) of the Securities Act, and (iv) do or cause to be done all such other acts and things as may be necessary
to make such sale of such Pledged Interests valid and binding and in compliance with applicable law. Each Grantor acknowledges the impossibility
of ascertaining the amount of damages which would be suffered by the Collateral Agent by reason of the failure by any Grantor to perform
any of the covenants contained in this Section 9(b) and, consequently, agrees that, if any Grantor fails to perform any of such covenants,
it shall pay, as liquidated damages and not as a penalty, an amount equal to the value of the Pledged Interests on the date the Collateral
Agent demands compliance with this Section 9(b) provided, however, that the payment of such amount shall not release any Grantor from
any of its obligations under any of the other Transaction Documents.


 


(c) Notwithstanding
the provisions of Section 9(b) hereof, each Grantor recognizes that the Collateral Agent may deem it impracticable to effect a public
sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Collateral Agent may,
therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated
to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution
or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than
the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private
sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to
delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities
for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has
been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community
of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii)
made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition”
for the purposes of Section 9-610(c) of the Code (or any successor or similar, applicable statutory provision) as then in effect
in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and
that the Collateral Agent may, in such event, bid for the purchase of such securities.


 


(d) Any
cash held by the Collateral Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent (or
its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral, the
Collateral Agent may, in the discretion of the Collateral Agent, be held by the Collateral Agent (or its agent or designee) 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 10
hereof) in whole or in part by the Collateral Agent against, all or any part of the Secured Obligations in such order as the Collateral
Agent shall elect, consistent with the provisions of this Agreement and the other Transaction Documents. Any surplus of such cash or Cash
Proceeds held by the Collateral Agent (or its agent or designee) and remaining after the Termination Date shall be paid over to whomsoever
shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.


 


(e) In
the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which each Secured Party
is legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest
rate specified in any applicable Transaction Document 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.


 




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(f) Each
Grantor hereby acknowledges that if the Collateral Agent complies with any applicable requirements of law 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.


 


(g) 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 Secured 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 any 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 Secured Obligations or under which any of the Secured Obligations is
outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that
it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.


 


SECTION 10. Indemnity
and Expenses.


 


(a) Each
Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Purchasers and their
respective Related Parties, 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.


 


(b) Each
Grantor agrees, jointly and severally, to, upon written 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 subject to, and to the extent of, Section 5.2 of the Securities Purchase 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, or (iv) the failure by any Grantor to perform or observe any
of the provisions hereof.


 


SECTION 11. 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 or the Collateral Agent at its address
specified in the signature pages hereto; 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 11. All such notices and other
communications shall be effective (a) if sent by certified mail, return receipt requested, when received or five (5) days after
deposited in the mails, whichever occurs first, (b) if telecopied or sent by electronic mail, when transmitted (during normal
business hours), or (c) if delivered, upon delivery.


 


SECTIN 12. Security
Interest Absolute; Joint and Several Obligations.


 


(a) All
rights of the Secured Parties, all Liens and all obligations of each of the Grantors hereunder shall be absolute and unconditional irrespective
of (i) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes or any other Transaction Document, (ii)
any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or
waiver of or consent to any departure from the Securities Purchase Agreement, the Notes or any other Transaction Document, (iii) any exchange
or release of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to departure from
any guaranty, for all or any of the Secured Obligations, or (iv) any other circumstance that might otherwise constitute a defense available
to, or a discharge of, any of the Grantors in respect of the Secured Obligations. All authorizations and agencies contained herein with
respect to any of the Collateral are irrevocable and powers coupled with an interest.


 




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(b) Each
Grantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and notice of the incurrence of any Secured Obligation by
the Company or any other Grantor, (iii) notice of any actions taken by the Collateral Agent, any other Secured Party, any Guarantor or
any other Person under any Transaction Document or any other agreement, document or instrument relating thereto, (iv) all other notices,
demands and protests, and all other formalities of every kind in connection with the enforcement of the Secured Obligations, the omission
of or delay in which, but for the provisions of this subsection (b), might constitute grounds for relieving such Grantor of any such Grantor’s
obligations hereunder and (v) any requirement that the Collateral Agent or any other Secured Party protect, secure, perfect or insure
any security interest or other lien on any property subject thereto or exhaust any right or take any action against any Grantor or any
other Person or any collateral.


 


(c) All
of the obligations of the Grantors hereunder are joint and several. The Collateral Agent may, in its sole and absolute discretion, enforce
the provisions hereof against any of the Grantors and shall not be required to proceed against all Grantors jointly or seek payment from
the Grantors ratably. In addition, the Collateral Agent may, in its sole and absolute discretion, select the Collateral of any one or
more of the Grantors for sale or application to the Secured Obligations, without regard to the ownership of such Collateral, and shall
not be required to make such selection ratably from the Collateral owned by all of the Grantors. The release or discharge of any Grantor
by the Collateral Agent shall not release or discharge any other Grantor from the obligations of such Person hereunder.


 


SECTION 13. Miscellaneous.


 


(a) No
amendment of any provision of this Agreement (including any Schedule attached hereto) shall be effective unless it is in writing and signed
by each Grantor affected thereby and the Collateral Agent, and no waiver of any provision of this Agreement, and no consent to any departure
by any 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 Secured Parties to exercise, and no delay in exercising, any right hereunder or under any other Transaction
Document 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 Secured Parties 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 Secured
Parties under any Transaction Document against any party thereto are not conditional or contingent on any attempt by such Person to exercise
any of its rights under any other Transaction Document against such party or against any other Person, including but not limited to, any
Grantor.


 




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(c) This
Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect, subject to paragraph
(e) below, until the Termination Date and (ii) be binding on each Grantor 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 Secured Parties hereunder,
to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of clause
(ii) of the immediately preceding sentence, each Secured Party may assign or otherwise transfer its respective rights and obligations
under this Agreement and any other Transaction Document to any other Person pursuant to the terms of the Securities Purchase Agreement
and the Notes, and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to the Secured
Parties herein or otherwise. Upon any such assignment or transfer, all references in this Agreement to any Secured Party shall mean the
assignee of any such Secured Party. 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 shall be null and void.


 


(d) After
the occurrence of the Termination Date, (i) subject to paragraph (e) below, this Agreement and the security interests and licenses created
hereby shall terminate and all rights to the Collateral shall revert to the Grantors, (ii) the Collateral Agent agrees to file UCC amendments
on or promptly after the Termination Date to evidence the termination of the Liens so released and (iii) the Collateral Agent will, upon
the Grantors’ request and at the Grantors’ cost and expense, (A) promptly return to the Grantors (or whomsoever shall be lawfully entitled
to receive the same or as a court of competent jurisdiction shall direct) such of the Collateral as shall not have been sold or otherwise
disposed of or applied pursuant to the terms hereof, and (B) promptly execute and deliver to the Grantors such documents and make such
other filings as the Grantors shall reasonably request to evidence such termination, without representation, warranty or recourse of any
kind. In addition, upon any sale or disposition of any item of Collateral in a transaction expressly permitted under the Securities Purchase
Agreement and the Notes, the Collateral Agent agrees to execute a release of its security interest in such item of Collateral, and the
Collateral Agent shall, upon the reasonable request of the Grantors and at the Grantors’ cost and expense, execute and deliver to the
Grantors such documents as the Grantors shall reasonably request to evidence such release, without representation, warranty or recourse
of any kind.


 


(e) This
Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for
liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors
or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective
or be reinstated, as the case may be, if at any time payment or performance of the Secured Obligations, or any part thereof, is, pursuant
to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations,
whether as a “voidable preference,” “fraudulent conveyance”, or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


(f) Upon
the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit C
hereto (each a “Security Agreement Supplement”), (i) such Person shall be referred to as an “Additional Grantor” and
shall be and become a Grantor, and each reference in this Agreement to “Grantor” shall also mean and be a reference to such
Additional Grantor, and each reference in this Agreement and the other Transaction Documents to “Collateral” shall also mean and be
a reference to the Collateral of such Additional Grantor, and (ii) the supplemental Schedules I-VIII attached to each Security Agreement
Supplement shall be incorporated into and become a part of and supplement Schedules I-VIII, respectively, hereto, and the Collateral Agent
may attach such Schedules as supplements to such Schedules, and each reference to such Schedules shall mean and be a reference to such
Schedules, as supplemented pursuant hereto.


 




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(g) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof, except (i) as required by mandatory provisions of law and (ii) 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.
Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Action
or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper
or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of this Agreement,
then, in addition to the obligations of the Company under Section 4.10 of the Securities Purchase Agreement, the prevailing party in such
Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such Action or Proceeding.


 


(h) IN
ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY,
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL
BY JURY.


 


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


 


(j) Any
provision of this Agreement which 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 affecting the validity or enforceability
of such provision in any other jurisdiction.


 


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


 


(l) This
Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which shall
be deemed an original, but all of such counterparts taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Agreement by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart.


 


(m) For
purposes of this Agreement, all references to Schedules I-VIII attached hereto shall be deemed to refer to each such Schedule as updated
from time to time in accordance with the terms of this Agreement.


 


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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.


 


	 	GRANTORS:
	 	 
	 	GREENWAVE TECHNOLOGY SOLUTIONS, INC.
	 	 
	 	By:	/s/ Danny Meeks
	 	 	Name:	Danny Meeks
	 	 	Title:	Chief Executive Officer
	 	 
	 	EMPIRE SERVICES, INC.
	 	 
	 	By:	/s/ Danny Meeks
	 	 	Name:	Danny Meeks
	 	 	Title:	Chief Executive Officer
	 	 
	 	LIVERMAN METAL RECYCLING, INC.
	 	 
	 	By:	/s/ Danny Meeks
	 	 	Name:	Danny Meeks
	 	 	Title:	Chief Executive Officer