Exhibit
10.6


 



COLLATERAL
SECURITY AGREEMENT


 


THIS
COLLATERAL SECURITY AGREEMENT (“Agreement”) is made this 16th day of September, 2021, between RIVULET FILMS, INC.,
a Delaware corporation, and its wholly owned subsidiaries: PBP PRODUCTIONS, LLC, an Arizona limited liability company and
MISTRESS Movies, LLC, a Arizona limited liability company (collectively that “Borrower”) and TOPPS, LLC, an Arizona
limited liability company (“Secured Party”). In consideration of the mutual covenants and promises as set forth in this Agreement,
Borrower and Secured Party agree as follows:


 


1.       Creation
of Security Interest. For valuable consideration, the receipt of which is hereby acknowledged, Borrower hereby grant to Secured Party
a security interest in the assets of Borrower described in Exhibit “A” attached hereto (collectively the “Accounts”).
Borrower agrees and consents to Secured Party’s right to file and perfect a UCC-1 Financing Statement and/or any other documentation
necessary to evidence the security interest granted by Borrower in the Accounts.


 


2.       Obligations
Secured. The obligations secured by this Agreement are limited to the full performance of all obligations of Borrower under that
certain Promissory Note executed and delivered by Borrower in favor of the Secured Party and dated September 16, 2021 in the principal
balance of Six Hundred Thousand Dollars 00/100 ($600,000.00) (referred to as the “Obligations”), as well as all costs, expenses
and attorneys’ fees of Secured Party in dealing with any default of any Payor under the Promissory Note (as defined therein).


 


3.       Borrower’s
Rights in Collateral. Borrower hereby warrants and represents to Secured Party that it currently holds all right, title and interest
in and to the Accounts; and that it has not transferred, assigned or granted any interest therein to any other persons or parties. Borrower
further warrants and represents that until such time as the Obligations have been extinguished or satisfied in full that it will retain
all rights, and interest in and to the Accounts; and shall not transfer, assign or convey any rights and interest in or to the Accounts
to any third persons or parties except in the normal course of its retail sale operations.


 


4.       Default.
Any of the following shall constitute a default hereunder:


 


		(a)	Borrower’s
                                            failure to promptly make any payment when strictly due under the Promissory Note, subject
                                            to any applicable grace period;



 


		(b)	Borrower’s
                                            failure to promptly perform any of the provisions contained in this Agreement;



 


		(c)	The
                                            filing of a petition in bankruptcy or insolvency, or for the appointment of a receiver in
                                            liquidation or a trustee, by or against the Borrowers;



 


		(d)	Borrower’s
                                            making any assignment of its Accounts for the benefit of creditors;



 


		(e)	The
                                            filing of a petition or other proceeding by or against Borrower for reorganization, compromise,
                                            adjustment or other relief under the laws of the United States or of any state;



 




     


     


    

5.       Remedies.
In the event of any default as defined Section 4 above, Secured Party shall be entitled to exercise all of its rights and remedies to
seize the Accounts in full or partial satisfaction of the Obligations. Secured Party may take any legal action available to collect all
sums owing under the Obligations, to enforce its right to assignment of all payments due under the Obligations, and to enforce any and
all other rights or remedies otherwise available to it at law. No such action shall operate as a waiver of any other right or remedy
of Secured Party under the terms hereof, by statute or otherwise. All rights and remedies of Secured Party are cumulative and not alternative,
and no waiver of any default shall operate as a waiver of any other default.


 


6.       Time.
Time is of the essence of this Agreement.


 


7.       Effect
of Agreement. This Agreement shall bind and inure to the benefit of Borrowers and Secured Party and their respective directors, operators
and/or assigns.


 


8.       Waiver.
No action or inaction of Secured Party shall constitute a waiver of any right or remedy under this Agreement unless such waiver is in
writing and executed by Secured Party.


 


9.       Governing
Law. This Agreement shall be governed by the laws of the State of Arizona.


 


10.     General
Provisions. The person authorized to execute this Agreement on behalf of Borrowers declares that he has read this Agreement and that
he understands the terms and purpose of the Agreement. Borrowers acknowledge receipt from Secured Party of a copy hereof.


 


	Borrower:	 	 	 	 
	 	 	 	 	 	 
	Rivulet
    Films, Inc.	 	Please
    Baby Please, LLC	 
	 	 	 	 	 	 
	By: 
    	/s/
    Michael Witherill	 	By: 
    	/s/
    Michael Witherill	 
	 	Its:
    Authorized Manager	 	 	Its:
    Authorized Manager	 
	 	 	 	 	 	 
	Mistress
    Movies, LLC	 	 	 	 
	 	 	 	 	 	 
	By:
    	/s/
    Michael Witherill	 	 	 	 
	 	Its:
    Authorized Manager	 	 	 	 
	 	 	 	 	 	 
	Secured
    Party:	 	 	 	 
	 	 	 	 	 	 
	Topps,
    LLC	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 	 
	 	Its:
    Authorized Manager	 	 	 	 




     


     


    

“EXHIBIT
“A”


 


		1.	Any
                                            and all script rights in and to the film entitled “Please Baby Please”.



 


		2.	Any
                                            and all right in and to the tax credit(s) issued by the State of Montana pursuant to the
                                            Montana Tax Credit for Media Production Act and arising from the film entitled “Please
                                            Baby Please”.



 


		3.	Any
                                            and all monetary payments received, resulting from or otherwise issued as a result of the
                                            sale, licensing, rental or syndication of the film entitled “Please Baby Please”.



 


		4.	Any
                                            and all script rights in and to the film entitled “Mistress”.



 


		5.	Any
                                            and all monetary payments received, resulting from or otherwise issued as a result of the
                                            sale, licensing, rental or syndication of the film entitled “Mistress”.