Exhibit 10.13


 


Pledge and Guaranty Agreement


 


This
Pledge and Guaranty Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”) is entered into as of February 10, 2021 by and between Sezzle Funding
SPE II Parent, LLC, a Delaware limited liability company (“Parent”), and Goldman
Sachs Bank USA, in its capacity as administrative agent (together with its successors and assigns in such capacity, the “Administrative
Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement referred to below).


 


Preliminary Statement


 


Reference is made to that
certain Revolving Credit and Security Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”) by and among Sezzle Funding SPE II, LLC, a Delaware limited liability
company, as the borrower (the “Borrower”), the Lenders
party thereto from time to time and the Administrative Agent. Parent is entering into this Agreement in order to induce the Lenders to
enter into, and extend credit to the Borrower under, the Credit Agreement.


 


Parent is the sole member
and owner of 100% of the Equity Interests of the Borrower and will derive substantial direct and indirect benefits from the transactions
contemplated by the Credit Agreement.


 


Accordingly,
as an inducement to the Lenders to extend credit to the Borrower and for other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Parent and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:


 


Article I


 


Definitions


 


Section 1.01 Terms Defined in the
Credit Agreement or UCC. All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms
in the Credit Agreement. All capitalized terms used herein and not defined herein or in the Credit Agreement that are defined in the
UCC shall have the meanings assigned to such terms in the UCC.


 


Section 1.02 Rules of Construction.
The rules of construction set forth in Section 1.02 of the Credit Agreement shall be applicable to this Agreement.


 


Section 1.03 Definitions of Certain
Terms Used Herein. As used in this Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall
have the following meanings:


 






     


     


    

 


“Collateral”
means all Accounts, cash, Chattel Paper, Electronic Chattel Paper, commercial tort claims, copyrights, Deposit Accounts, Documents, Equipment,
Farm Products, Fixtures, General Intangibles, Goods, Instruments, insurance, Inventory, Investment Property, letters of credit, Letter-of-Credit
Rights, licenses, patents, Payment Intangibles, Securities, Supporting Obligations, trademarks, income and Pledged Securities, wherever
located, in which Parent now has or hereafter acquires any right or interest, and the Proceeds, insurance Proceeds and products thereof,
together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and
records related thereto.


 


“Deposit Accounts”
has the meaning set forth in Article 9 of the UCC and in any event shall include, but not be limited to, all funds held therein and
all certificates and instruments, if any, from time to time representing or evidencing a Deposit Account.


 


“Indemnitees”
has the meaning given such term in Section 8.19 of this Agreement.


 


“Instrument”
has the meaning set forth in Article 9 of the UCC.


 


“Investment Property”
has the meaning set forth in Article 9 of the UCC.


 


“Parent Guaranteed
Obligations” has the meaning given such term in Section 2.01 of this Agreement.


 


“Pledged Collateral”
means all Pledged Securities and all other Instruments, Securities and other Investment Property of Parent, whether or not physically
delivered to the Administrative Agent pursuant to this Agreement.


 


“Pledged Securities”
means all of the issued and outstanding Equity Interests of the Borrower with all certificates evidencing such Equity Interests, options
or rights of any nature whatsoever which may be issued or granted by the Borrower to Parent with respect to any of its Equity Interests,
whether now owned or subsequently acquired, including, without limitation, (a) all rights to receive all income, profit or other dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property of any nature whatsoever by Parent with respect
to such interests; (b) all of Parent’s capital or membership interest, including any capital accounts, in the Borrower, and all
accounts, deposits or credits of any kind with the Borrower; (c) all of Parent’s voting rights or rights to control or direct the
affairs of the Borrower; (d) all of Parent’s right, title and interest in the Borrower and in or to any of the Borrower’s
assets or property, including any interest of Parent in the entries of the books of the Borrower or on the books of any securities intermediary
pertaining to its Equity Interests; (e) all other right, title and interest in or to the Borrower as such rights are derived from the
foregoing; (f) all claims of Parent for damages arising out of a breach of or a default relating to the foregoing; (g) all rights of Parent
to terminate, amend, modify, supplement or waive performance under the Constituent Documents of the Borrower, to perform thereunder and
to compel performance and otherwise exercise the remedies thereunder; and (h) all of the Proceeds of any and all of the above.


 


“Proceeds”
has, with reference to any asset or property, the meaning assigned to it under the UCC and, in any event, shall include, but not be limited
to, any and all amounts from time to time paid or payable under or in connection with such asset or property.


 






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“Related Parties”
means, with respect to any Person, such Person’s Affiliates, and their respective officers, directors, employees, agents, managers
of, and any Person Controlling any of, the foregoing.


 


“Securities Account”
has the meaning set forth in Article 8 of the UCC.


 


“Security”
has the meaning set forth in Article 8 of the UCC.


 


Article II


 


Guaranty


 


Section 2.01 The Guarantee.
As an inducement to the Lenders to extend credit to the Borrower and in consideration of benefits expected to accrue to the Borrower by
reason of the Advances and for other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, Parent
hereby unconditionally and irrevocably guarantees to the Administrative Agent and the other Secured Parties, the due and punctual payment
and performance of all present and future Obligations and other covenants of the Borrower under the Facility Documents, including, the
due and punctual payment of principal of, and interest on, the Advances and the due and punctual payment of all other Obligations now
or hereafter owed by the Borrower under the Facility Documents, in each case, as and when the same shall become due and payable, whether
at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and
charges after the entry of an order for relief against the Borrower in a case under the Bankruptcy Code or any similar proceeding, whether
or not such interest, costs, fees and charges would be an allowed claim against the Borrower in any such proceeding) (collectively, the
“Parent Guaranteed Obligations”). In case of failure by the Borrower to punctually pay any Obligations guaranteed hereby,
Parent hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become
due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower, without
counterclaim, set-off, deduction, defense, abatement, recoupment, suspension or deferment.


 


Section 2.02 Amendments, etc. Parent
shall remain obligated hereunder notwithstanding that, without any reservation of rights against Parent, and without notice to or further
assent by Parent, any demand for payment of any of the Parent Guaranteed Obligations made by the Secured Parties may be rescinded by the
Secured Parties, and any of the Parent Guaranteed Obligations continued, and the Parent Guaranteed Obligations, or the liability of any
other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified, restated, accelerated, compromised, waived, surrendered
or released by the Secured Parties, and the Credit Agreement, and the other Facility Documents and any other document in connection therewith
may be amended, modified, restated, supplemented, waived or terminated, in whole or in part, in accordance with its terms and as the Secured
Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Secured
Parties for the payment of the Parent Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for Parent Guaranteed Obligations
or for this Agreement or any property subject thereto.


 






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Section 2.03 Guaranty and other Obligations
Absolute and Unconditional. (a) The Parent Guaranteed Obligations shall conclusively be deemed to have been created, contracted
or incurred in reliance upon this Agreement; and all dealings between Borrower or Parent, on the one hand, and the Secured Parties, on
the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement.


 


 (b) This Agreement shall be construed without
regard to (i) the validity or enforceability of the Credit Agreement, the other Facility Documents, any of the Parent Guaranteed Obligations
or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the
Secured Parties, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available
to or be asserted by it or Borrower against the Secured Parties, or (iii) any other circumstance whatsoever (with or without notice to
or knowledge of Borrower or Parent) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower
for the Obligations or the Parent Guaranteed Obligations, or of Parent under this Agreement, in bankruptcy or in any other instance. When
pursuing its rights and remedies, including but not limited to making a demand, hereunder against Parent, the Secured Parties may, but
shall be under no obligation, to pursue such rights and remedies that they may have against Borrower, Parent or any other Person or against
any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Secured Parties
to pursue such other rights or remedies or to collect any payments from Borrower, Parent or any such other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset, or any release of Borrower or any such other Person or
any such collateral security, guarantee or right of offset, shall not relieve Parent of any liability hereunder, and shall not impair
or affect the rights and remedies, whether express, implied or available as a matter of law, of the Secured Parties against Parent. For
the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.


 


 (c) Without limiting the generality of
the foregoing, Parent hereby agrees, acknowledges, represents and warrants to Secured Parties as follows:


 


 (i) Parent is presently informed
of the financial condition of Borrower and of all other circumstances which diligent inquiry would reveal and which bear upon the risk
of nonpayment of the Parent Guaranteed Obligations. Parent hereby covenants that it will make its own investigation and will continue
to keep itself informed of the financial condition of Borrower, of all other circumstances which bear upon the risk of nonpayment and
that it will continue to rely upon sources other than the Secured Parties for such information and will not rely upon the Secured Parties
for any such information. Absent a written request for such information by Parent to the Secured Parties, Parent hereby waives its right,
if any, to require the Secured Parties to disclose to Parent any information which the Secured Parties may now or hereafter acquire concerning
such condition or circumstances including, the release of or revocation by any other guarantor.


 






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 (ii) Parent has independently
reviewed the Credit Agreement and the other Facility Documents and has made an independent determination as to the validity and enforceability
thereof, and in executing and delivering this Agreement to Administrative Agent on behalf of the Secured Parties, Parent is not in any
manner relying upon the validity, or enforceability, or attachment, or perfection of any Liens or security interests of any kind or nature
granted by Borrower or any other guarantor to Administrative Agent or the Secured Parties, now or at any time and from time to time in
the future.


 


Article III



Grant of Security Interest


 


 Section 3.01 Security Interest.
As further security for the performance by the Borrower and Parent of all the terms, covenants and agreements on the part of the Borrower
and Parent to be performed under the Credit Agreement, this Agreement or any other Facility Document, including the payment when due of
all Obligations and the Parent Guaranteed Obligations, Parent hereby grants to the Administrative Agent, for the benefit of the Secured
Parties, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Collateral.
This Agreement shall constitute a security agreement under Applicable Law.


 


 Section 3.02 Financing Statements.
Parent hereby authorizes the filing of financing statements, continuation statements, amendments thereto and assignments thereof, describing
the Collateral covered thereby (a) as “all assets of debtor” or words to that effect, notwithstanding that such wording
may be broader in scope than the collateral described in this Article III and regardless of whether any particular asset comprised
in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction or (b) as being of an equal or lesser
scope or with greater detail, and any other filing, recording or registration (including any filing, recording or registration that may
be necessary or appropriate under this Article III) that the Administrative Agent in its reasonable discretion may deem necessary
or appropriate to further protect or maintain the perfection of the security interests. Parent authorizes the Administrative Agent to
file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Collateral without the signature
of Parent. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.


 






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Article IV



Representations and Warranties


 


Parent represents and warrants
to the Administrative Agent and the other Secured Parties as of each Measurement Date that:


 


 Section 4.01 Title, Authorization,
Validity and Enforceability. Parent has been duly organized and is validly existing and in good standing under the laws of its jurisdiction
of organization, and has all requisite power and authority to own its properties and to transact the businesses in which it is now engaged.
Parent is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in
which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other
Facility Documents to which it is a party and its Constituent Documents, requires such qualification. The execution and delivery by the
Parent of, and the performance of its obligations under the Facility Documents to which it is a party and any other instruments, certificates
and agreements contemplated thereby are within its powers and have been duly authorized by all requisite action by it and have been duly
executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it 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 or general principles of equity (to the extent not related to inequitable conduct of the Parent),
regardless of whether considered in a proceeding in equity or at law. Parent has rights in and the power to transfer the Collateral
upon which it grants a Lien under this Agreement free and clear of any and all Liens (other than Permitted Liens). The execution and delivery
of this Agreement by Parent creates a valid, enforceable Lien on all of its right, title, interest in, to and under the Collateral owned
by Parent and the Proceeds thereof. When financing statements have been duly filed in the appropriate offices against Parent in Delaware,
the Administrative Agent for the benefit of the Secured Parties will have a valid first priority perfected security interest in the Collateral
owned by Parent in which a security interest may be perfected by filing of a financing statement under the UCC.


 


 Section 4.02 Compliance with Agreements,
Laws, Etc. Neither the execution and delivery nor the performance by Parent of this Agreement, the creation and perfection of the
security interest in the Collateral granted hereunder, or the compliance with the terms and provisions hereof, in each case, (a) require
any consent or approval of the directors, members or managers of Parent, other than any consents or approvals previously obtained, (b) conflict
with, or result in a breach or violation of or constitute (with or without notice or lapse of time or both) a default under its Constituent
Documents, (c) conflict with or contravene (A) any Applicable Law in any material respect, (B) any indenture, agreement or other
contractual restriction binding on or affecting it or any of its assets, or (C) any order, writ, judgment, award, injunction or decree
binding on or affecting it or any of its assets or properties or (d) result in
a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any
requirement of the giving of notice or the passage of time (or both) would constitute such a conflict with, breach or violation of, or
default under, or permit any such acceleration in, any contractual obligation or any agreement or document to which it is a party or by
which it or any of its assets are bound (or to which any such obligation, agreement or document relates).


 


 Section 4.03 Location and Legal
Name. Parent’s chief executive office and principal place of business is located in the State of Minnesota, County of Hennepin
and Parent maintains its books and records in the State of Minnesota, County of Hennepin. Parent’s registered office and the jurisdiction
of organization of Parent is the jurisdiction referred to in Section 4.01. Parent’s tax identification number is 86-1912031. Parent
has not changed its name, changed its corporate structure, changed its jurisdiction of organization, changed its chief place of business/chief
executive office or used any name other than its exact legal name at any time during the past five years.


 






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 Section 4.04 Filing Requirements.
(a) None of the Collateral owned by Parent consists of copyrights, patents or trademarks, other intellectual property collateral,
Commercial Chattel Paper, Electronic Chattel Paper, Fixtures, Inventory, Equipment or Instruments (other than Instruments which have already
been delivered to the Administrative Agent) and (b) all Collateral is of a type for which security interests or liens may be perfected
by filing UCC financing statements.


 


 Section 4.05 No Financing Statements,
Security Agreements. Other than Permitted Liens, the Parent has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Collateral. Parent has not authorized the filing of and is not aware of any financing statements against Parent that
include a description of the collateral covering the Collateral other than any financing statement relating to the security interest granted
to the Administrative Agent hereunder or that has been terminated; and Parent is not aware of any judgment liens, PBGC liens or tax lien
filings against Parent.


 


 Section 4.06 Pledged Instruments,
Securities and Other Investment Property. Parent is the sole direct, legal and beneficial owner of all Instruments, Securities and
other Investment Property constituting Collateral, including, without limitation, all such Instruments, Securities and other Investment
Property which has been delivered to the Administrative Agent by or on behalf of Parent. Parent further represents and warrants that Exhibit A
sets forth a complete and accurate list of each Instrument, Security and other type of Investment Property owned by Parent.


 


 Section 4.07 Pledged Securities
and other Collateral. (a) The Pledged Securities pledged by Parent hereunder have been duly authorized and validly issued and
are fully paid and nonassessable under the laws of the State of Delaware;


 


 (b) the Pledged Securities pledged by Parent
constitute 100% of the Equity Interests of the Borrower;


 


 (c) Parent is the record and beneficial
owner of, and has good title to, the Collateral free of any and all Liens or options in favor of, or claims of, any other Person, except
any Lien created by this Agreement and the Collateral has not previously been assigned, sold, transferred, pledged or encumbered (except
pursuant to this Agreement);


 


 (d) upon delivery to the Administrative
Agent of the Pledged Securities, the Lien granted pursuant to this Agreement will constitute a valid, perfected first priority Lien on
such Pledged Securities and related Proceeds, enforceable as such against all creditors of Parent, including all Persons purporting to
purchase any Pledged Securities and related Proceeds from Parent;


 


 (e) there currently exist no certificates,
instruments or writings representing the Pledged Securities (other than those certificates delivered to the Administrative Agent) and
to the extent that in the future there exist any such certificates, instruments or writings, Parent shall deliver all such certificates,
instruments or writings to the Administrative Agent, together with an indorsement executed in blank related thereto;


 






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 (f) except for restrictions and limitations
imposed by the Facility Documents or securities laws generally, the Pledged Securities are and will continue to be freely transferable
and assignable, and none of the Pledged Securities is or will be subject to any option, right of first refusal, shareholders agreement,
charter or by-law provisions, contractual restriction or Applicable Law of any nature that might prohibit, impair, delay or otherwise
affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Securities hereunder, the sale or disposition
thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; and


 


 (g)  each equity interest in the Borrower
(i) is a “security” within the meaning of Sections 8-102(a)(15) and 8-103 of the UCC, (ii) is a “financial asset”
(within the meaning of Section 8-102(a)(9) of the UCC), (iii) is a “certificated security” within the meaning of Section 8-102(a)(4)
of the UCC and (iv) is not credited to a “securities account” (within the meaning of Section 8-501(a) of the UCC).


 


 Section 4.08 Deposit Accounts and
Securities Accounts. All of Parent’s Deposit Accounts and Securities Accounts are completely and accurately listed on Exhibit A.


 


Section 4.09 Litigation. Parent
is not subject to any proceeding, action, litigation or investigation pending or, or to the knowledge of Parent, overtly threatened in
writing against or affecting it or its assets, before any Governmental Authority (a) seeking to prevent the consummation or performance
of any of the transactions contemplated by this Agreement and the other Facility Documents or (b) that could reasonably be expected
to result in a Material Adverse Effect on Parent.


 


Section 4.10 Taxes. Parent
has filed all income tax returns and all other material tax returns which are required to be filed by it, if any, and has paid all taxes,
assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable,
except for any taxes which are being contested in good faith by appropriate proceedings and with respect thereto adequate reserves have
been established, if required, in accordance with GAAP.


 


Section 4.11 No Subordination. There
is no agreement, indenture, contract or instrument to which Parent is a party or by which Parent may be bound that requires the subordination
in right of payment of any of Parent’s obligations subject to this Agreement to any other obligation of Parent.


 


Section 4.12 Governmental Authorizations;
Private Authorizations; Governmental Filings. The Parent has obtained or applied for, maintained and kept in full force and effect
all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business and made all
Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the pledge of the
Collateral by the Parent under this Agreement, the guaranty of the Parent Guaranteed Obligations by the Parent under this Agreement and
the performance by the Parent of its obligations under this Agreement and the other Facility Documents, and no Governmental Authorization,
Private Authorization or Governmental Filing which has not been obtained, applied for or made, is required to be obtained or made by it
in connection with the execution and delivery by it of any Facility Document to which it is a party, the pledge of the Collateral by the
Parent under this Agreement, the guaranty of the Parent Guaranteed Obligations by the Parent and the performance by the Parent of its
obligations under this Agreement and the other Facility Documents to which it is a party.


 






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Section 4.13 ERISA. Neither
Parent nor any member of the ERISA Group has, or during the past six years has had, any liability or obligation with respect to any Plan
or Multiemployer Plan (including any actual liability on account of a member of the ERISA Group).


 


Section 4.14 Solvency; Fraudulent Conveyance.
Parent and Borrower, on a consolidated basis, are Solvent. Parent is not contemplating the commencement of insolvency, bankruptcy, liquidation
or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of itself,
any of its subsidiaries or any of their respective assets.


 


Article V



Covenants


 


From the date of this Agreement
and thereafter until this Agreement is terminated, Parent covenants and agrees that:


 


 Section 5.01 Defense of Title.
Parent shall take any and all actions necessary to defend title to the Collateral against all Persons and to defend the security interest
of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.


 


 Section 5.02 Disposition of Collateral.
Parent shall not sell, lease, assign or otherwise dispose of the Collateral, except as permitted pursuant to this Agreement.


 


 Section 5.03 Liens and Indebtedness.
Parent shall not create, incur, or suffer to exist any Lien on the Collateral except Permitted Liens, provided, that nothing herein
shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Facility Documents to
any Permitted Liens. Parent shall not create, incur, or suffer to exist any indebtedness, other than the Parent Guaranteed Obligations.


 


 Section 5.04 Change in Corporate
Existence, Type or Jurisdiction of Organization, Location, Name.


 


(a)       Parent
shall furnish to the Administrative Agent not less than thirty (30) days (or such shorter period as the Administrative Agent may agree
in writing) prior written notice of any change (a) in Parent’s corporate name, (b) in the location of Parent’s chief
executive office, its principal place of business, and, upon request of the Administrative Agent, in the location of any office in which
it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), (c) in Parent’s identity, jurisdiction of organization or
organizational structure or (d) in Parent’s U.S. Federal Taxpayer Identification Number, as applicable, and, in any event,
no such change shall be effected or permitted unless all filings have been made (or will be made on a timely basis) under Applicable Laws
or otherwise and all other actions have been taken (or will be taken on a timely basis) that are required in order for the Administrative
Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral, in
each case, at the sole cost and expense of Parent.


 






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(b)       Other
than as permitted under Section 5.04(a), Parent shall not consent or permit any amendments to its Constituent Documents or the Constituent
Documents of the Borrower without the Administrative Agent’s prior written consent.


 


 Section 5.05 Other Financing Statements.
Parent shall not suffer to exist or authorize the filing of any financing statement naming it as debtor, except any financing statement
authorized under this Agreement for the benefit of the Secured Parties. Parent shall not file or authorize the filing of any financing
statement or amendment or termination statement with respect to any financing statement filed in connection herewith without the prior
written consent of the Administrative Agent, subject to Parent’s rights under Section 9-509(d)(2) of the UCC.


 


 Section 5.06 Special Purpose Entity,
No Other Business, Restricted Payments and Transactions with Affiliates. Parent shall not engage in any business or activity other
than owning, pledging, transferring or collaterally assigning the Equity Interests in the Borrower, entering into and performing its obligations
under the Facility Documents to which it is a party and engaging in any lawful act or activity and exercising any powers permitted to
limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient
or advisable for the accomplishment of the foregoing purposes. The covenants, terms and provisions set forth in Section 5.02(g), Section
5.02(i) and Section 5.03(a) of the Credit Agreement are hereby incorporated by reference and shall apply to Parent, mutatis mutandis.


 


Without
limiting any, and subject to all, other covenants of Parent contained in this Agreement, Parent shall conduct its business and operations
separate and apart from that of any other Person (including the holders of the Equity Interests of Parent and their respective Affiliates)
and in furtherance of the foregoing, the Parent shall not (a) fail at any time to have at least one (1) Independent Manager on its board
of managers; provided, however, if such Independent Manager is deceased, withdraws or resigns, Parent shall have ten (10) Business
Days to replace such Independent Manager with another Independent Manager acceptable to the Administrative Agent; provided, further,
however, that during such period, no matter which requires the vote of the Independent Manager under the Parent LLC Agreement shall
be voted; and (b) appoint any Person as an Independent Manager of Parent (i) who does not satisfy the definition of an Independent
Manager or (ii) with respect to any Independent Manager appointed after the Closing Date, without giving ten (10) Business Days’
prior written notice to the Administrative Agent and the Lenders.


 


Section 5.07 Other General Covenants.
(a) Parent shall maintain adequate books and records in accordance with GAAP consistently applied in order to reflect accurately
in all material respects all financial activity of Parent.


 


 (b) Parent agrees that the rights of the
Administrative Agent and other Secured Parties under Section 5.01(e) of the Credit Agreement shall apply to Parent, mutatis mutandis.


 






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 (c) Parent shall pay and discharge or cause
to be paid and discharged, when due all taxes, assessments and governmental charges or levies imposed upon Parent or upon Parent’s
income and profits or upon any of Parent’s property, as well as any other lawful claims which, if unpaid, might become a lien upon
such properties or any part thereof, except for any such taxes, assessments and governmental charges, levies or claims as are appropriately
contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are provided. Parent
shall file, or cause to be filed on behalf of Parent on a timely basis all federal and other material tax returns.


 


 (d) Parent shall promptly inform the Administrative
Agent in writing of any of the following:


 


 (i) Any
default or breach by Parent of any obligation hereunder, or the occurrence or existence of any event or circumstance that Parent reasonably
expects will, with the passage of time, become a default or breach by Parent;


 


 (ii) Any dispute, licensing issue,
litigation, investigation, proceeding or regulatory suspension between Parent, on the one hand, and any Governmental Authority or any
other Person, on the other hand, that could reasonably be expected to result in a Material Adverse Effect on Parent; and


 


 (iii) Any event, circumstance
or condition that has resulted in, or has a reasonable likelihood of resulting in, a Material Adverse Effect with respect to Parent or
the Borrower.


 


 (e) Parent
shall (i) duly observe and comply in all material respects with all Applicable Laws relative to the conduct of its business or to
its assets, and its activities and obligations as contemplated by the Facility Documents, (ii) preserve and keep in full force and
effect its legal existence, (iii) preserve and keep in full force and effect its rights, privileges, qualifications and franchises
(including its activities contemplated by the Facility Documents), except where the failure to do so could not reasonably be expected
to result in a Material Adverse Effect on Parent or the Borrower, (iv) comply with the terms and conditions of each Facility Document
and in all material respects with its Constituent Documents to which it is a party and (v) obtain, maintain and keep in full force
and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary or appropriate to properly
carry out its business and the transactions contemplated to be performed by it under the Facility Documents and its Constituent Documents,
except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect on Parent or the Borrower.


 


 (f) Parent shall not make any material
change in the accounting policies or financial reporting practices of Parent or its subsidiaries, except to the extent such change is
permitted by GAAP, consistently applied.


 






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 (g) Any and all payments by or on account
of any obligation of Parent made under this Agreement and any other Facility Document shall be made, in accordance with this Agreement
or the related Facility Document, free and clear of, and without deduction or withholding for, any and all taxes except as required by
Applicable Law. If Parent or the Administrative Agent shall be required by Applicable Law (as
determined in the good faith discretion of Parent or the Administrative Agent, as applicable) to deduct or withhold any taxes from
or in respect of any sum payable by it hereunder or under any other Facility Document to any Secured Party, then Parent or the Administrative
Agent, as applicable, shall be entitled to make such deduction or withholding
and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and,
if such payment is an Indemnified Tax, the sum payable by the Parent shall be increased as necessary so that after such deduction or withholding
has been made (including deductions or withholdings applicable to additional sums payable under this Section 5.07(g)) such Secured Party
receives an amount equal to the sum it would have received had no such deductions or withholding been made.


 


 (h)  Parent shall take such reasonable
action from time to time as shall be necessary to ensure that all assets described in Section 3.01 constitute “Collateral”
hereunder.


 


 Section 5.08 Instruments, Securities,
Chattel Paper and Documents. Parent shall (a) deliver to the Administrative Agent immediately upon execution of this Agreement
the originals of all Chattel Paper, Securities and Instruments constituting Collateral (if any then exist), (b) hold in trust for
the Administrative Agent upon receipt and promptly thereafter deliver to the Administrative Agent any Chattel Paper, Securities and Instruments
constituting Collateral received after the date hereof, and (c) upon the Administrative Agent’s request, deliver to the Administrative
Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any
Document evidencing or constituting Collateral, together, in each of the foregoing cases, with such endorsements or instruments of transfer
or assignment in blank or to order as the Administrative Agent may reasonably request.


 


 Section 5.09 Securities and Other
Investment Property. Exercise of Rights in Pledged Instruments, Securities and Other Investment Property.


 


 (a) Unless an Event of Default shall have
occurred and be continuing and the Administrative Agent shall have notified Parent that its rights under this Section 5.09(a) are being
suspended or the Administrative Agent is otherwise exercising any other remedies hereunder, Parent shall be entitled to exercise all voting
and other rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, right exercised or other
action taken which would in any respect be inconsistent with or result in any violation of any provision of this Agreement or any other
Facility Document.


 


 (b) Unless an Event of Default shall have
occurred and be continuing, Parent shall be entitled to receive and retain any and all dividends, interest, principal and other distributions
paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that all such dividends, interest, principal
and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Facility
Documents.


 


 (c) The Administrative Agent or its nominee
shall have the right at any time after the continuance of an Event of Default to exercise or refrain from exercising any and all voting
and other consensual rights pertaining to the Collateral or any part thereof, and to receive all dividends and interest in respect of
such Collateral.


 






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 (d) All distributions and other amounts
which are received by Parent contrary to the provisions of this Agreement or the other Facility Documents shall be received in trust for
the benefit of the Administrative Agent, shall be segregated from other funds of Parent and shall be paid over to the Administrative Agent
as Pledged Collateral in the same form as so received (with any necessary endorsement requested by the Administrative Agent.)


 


 Section 5.10 Additional Subsidiaries.
Parent shall not form or hold, own or acquire any Equity Interest in, any subsidiaries, other than the Borrower, nor
undertake any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws).


 


 Section 5.11 Pledged Securities.
(a) If Parent shall receive (or become entitled to receive) by virtue of its being or having been the owner of any Pledged Security,
any (i) certificate or instrument, including without limitation, any certificate representing a dividend or distribution in connection
with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, membership
interests or other Equity Interest, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right,
whether as an addition to, substitution for, conversion of or an exchange for, any Pledged Security or otherwise in respect thereof; (iii) dividends
payable in securities; or (iv) distributions of securities or other Equity Interest of the Pledged Security in connection with a
partial or total liquidation or dissolution, then Parent shall accept and receive each such certificate, instrument, option, right, dividend
or distribution in trust for the benefit of the Administrative Agent and shall deliver it forthwith to the Administrative Agent in the
exact form received together with any necessary endorsement or stock power, to be held by the Administrative Agent as Collateral and as
further collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution
of the Borrower shall be paid over to the Administrative Agent, to be held by it hereunder as additional security for the Obligations,
and in case any distribution of capital shall be made on or in respect of any of the Pledged Securities or any property shall be distributed
upon or with respect to any of the Pledged Securities pursuant to the recapitalization or reclassification of the capital of the Borrower
or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it,
together with indorsements in blank related thereto, as additional security for the Obligations; provided, however, that Parent
shall not consent or otherwise permit any such liquidation, dissolution, recapitalization, reclassification or reorganization without
the prior written consent of the Administrative Agent.


 


 (b) Without the prior written consent of
the Administrative Agent, Parent shall not directly or indirectly (i) vote to enable, or take any other action to permit, the Borrower
to issue any Equity Interest or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity
Interest in the Borrower or (ii) vote or agree to admit any Person as an additional member, manager or other equity holder of the
Borrower.


 


 (c) Parent shall furnish to the Administrative
Agent from time to time statements and schedules further identifying and describing the Pledged Securities and other Collateral and such
other reports in connection with the Pledged Securities and other Collateral as the Administrative Agent may reasonably request, all in
reasonable detail.


 






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 (d)  The equity interests in the Borrower
(i) shall at all times be “securities” within the meaning of Sections 8-102(a)(15) and 8-103 of the UCC, (ii) shall at all
times be “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) and (iii) shall not be credited to a “securities
account” (within the meaning of Section 8-501(a) of the UCC). The Constituent Documents and the certificates evidencing the Pledged
Securities each shall at all times state that the Pledged Securities are “securities” as such term is defined in Article 8
of the UCC as in effect in the State of Delaware.


 


Article VI



Remedies Upon Event of Default


 


 Section 6.01 Acceleration and Remedies.
(a) Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may (and, at the direction of
the Required Lenders, shall) exercise any or all of the following rights and remedies:


 


 (i) Those rights and remedies
provided in this Agreement, the Credit Agreement, or any other Facility Document.


 


 (ii) Those rights and remedies
available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other Applicable Law
(including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor
is in default under a security agreement.


 


 (iii) Without notice except as
specifically provided in Section 8.01 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or
otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof at public or private sale or sales (which sales may
be adjourned or continued from time to time with or without notice), for cash, on credit or for future delivery without assumption of
any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable.


 


 (iv) Concurrently with written
notice to Parent, exercise any and all voting and other rights with respect to the Pledged Collateral.


 


 (v) Concurrently with written
notice to Parent, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to
exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger
denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends,
interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative
Agent was the outright owner thereof.


 






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 (b) In connection with the exercise of
any remedies in Section 6.01(a) above:


 


 (i) The Administrative Agent,
on behalf of itself and the other Secured Parties, may comply with any applicable state or federal law requirements in connection with
a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale
of the Collateral.


 


 (ii) The Administrative Agent
shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase
for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any
right of equity redemption, which equity redemption Parent hereby expressly releases.


 


 (iii) Until the Administrative
Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use
Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for
any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment
of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit
of the Administrative Agent and other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.


 


 (iv) Notwithstanding the foregoing,
neither the Administrative Agent nor any other Secured Parties shall be required to (a) make any demand upon, or pursue or exhaust any
of their rights or remedies against, Parent, any other obligor, guarantor, pledgor or any other Person with respect to the payment of
the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor, any other collateral
therefor or any direct or indirect guarantee thereof, (b) marshal the Collateral, any such other collateral or any guarantee of the
Obligations or to resort to the Collateral, any such other collateral or any such guarantee in any particular order, or (c) effect
a public sale of any Collateral.


 


 (v) If, at any time when the
Administrative Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder and the Pledged
Collateral or the part thereof to be sold shall or may not, for any reason whatsoever, be effectively registered under the Securities
Act, the Administrative Agent may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that
a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under
the Securities Act (or similar statute), (y) may approach and negotiate with a single possible purchaser to effect such sale, and
(z) may restrict such sale to purchasers each of whom is an accredited investor under the Securities Act and who will represent and
agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged
Collateral or any part thereof. Parent acknowledges that any such private sale may result in prices and other terms less favorable to
the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be
deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall
be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit Parent or the Borrower
to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Parent and the
Borrower would agree to do so.


 






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 (vi) The proceeds of any sale
or disposition of the Collateral shall be applied in accordance with the Priority of Payments.


 


 Section 6.02 Parent’s Obligations
Upon an Event of Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event
of Default, Parent shall (and shall cause an issuer of Collateral to) execute all documents and agreements that are reasonably necessary
or appropriate to have the Collateral to be assigned to the Administrative Agent or its designee.


 


Article VII



Waivers and Remedies


 


Section 7.01 No Impairment.
No delay or omission of the Administrative Agent or any other Secured Parties to exercise any right or remedy granted under this Agreement
shall impair such right or remedy or be construed to be a waiver of any Unmatured Event of Default, Event of Default or an acquiescence
therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the
exercise of any other right or remedy. All rights and remedies contained in this Agreement or by law afforded shall be cumulative and
all shall be available to the Administrative Agent and the other Secured Parties until this Agreement shall have terminated pursuant to
Section 8.13.


 


 Section 7.02 Parent Remains Liable.
Notwithstanding any other provision contained in this Agreement, Parent shall remain liable under the Constituent Documents to observe
and perform all of the conditions and obligations to be observed and performed by Parent thereunder. None of the Administrative Agent,
any other Secured Party or any of their respective directors, officers, employees, affiliates or agents shall have any obligations or
liability under or with respect to any Collateral by reason of or arising out of this Agreement (except as set forth in Section 9-207
of the UCC) or the receipt by the Administrative Agent of any payment relating to any Collateral, nor shall any of the Administrative
Agent, any other Secured Party or any of their respective directors, officers, employees, affiliates or agents be obligated in any manner
to (i) perform any of the obligations of Parent under or pursuant to the Constituent Documents or any other agreement to which Parent
is a party; (ii) make any payment or inquire as to the nature or sufficiency of any payment or performance with respect to any Collateral;
(iii) present or file any claim or collect the payment of any amounts or take any action to enforce any performance with respect to the
Collateral; or (iv) take any other action whatsoever with respect to the Collateral other than as expressly provided for herein.


 


Section 7.03 Independent Obligations.
Parent’s obligations under this Agreement are independent of those of the Borrower. The Administrative Agent may bring a separate
action against Parent without first proceeding against the Borrower or any other Person or any other security held by the Administrative
Agent and without pursuing any other remedy. 


 



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Section 7.04 Registration of
Collateral. Any registrable Collateral may be registered in the name of the Administrative Agent or its nominee at any time at the
option of the Required Lenders following the occurrence and during the continuance of an Event of Default and without any further consent
of Parent.


 


Section 7.05 Consent to Pledge.
Notwithstanding any restrictions, rights or other requirements related to the sale, disposition, transfer or assignment of ownership interests
in the Borrower under its Constituent Documents, Parent and the Borrower hereby agree that upon any such transfer or conveyance of the
Pledged Securities, the Administrative Agent, its designee or such applicable other Person shall become the holder of an Equity Interest
of the Borrower with all of the rights and powers associated therewith. Parent and the Borrower further agree that all of the terms and
conditions of the Constituent Documents of the Borrower and any other similar documents and agreements of the Borrower that contradict
or conflict with this Agreement (including, without limitation, this Section 7.05), shall be deemed waived, amended or superseded to the
extent necessary to permit and reflect the terms of this Agreement.


 


Section 7.06 Waivers. To the
maximum extent permitted by law, Parent hereby waives (i) any defense arising by reason of, and any and all right to assert against the
Secured Parties any claim or defense based upon, an election of remedies by the Secured Parties which in any manner impairs, affects,
reduces, releases, destroys or extinguishes Parent’s subrogation rights, rights to proceed against Borrower or any other guarantor
for reimbursement or contribution, or any other rights of Parent to proceed against Borrower, against any other guarantor, or against
any other Person or security; (ii) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon
Borrower or this Agreement with respect to the Parent Guaranteed Obligations; (iii) all rights of reimbursement or subrogation, all rights
to enforce any remedy that the Administrative Agent or the Secured Parties may have against any Person, and all rights to participate
in any security held by the Administrative Agent, in each case, until this Agreement is terminated pursuant to Section 8.13; (iv) all
rights to require the Administrative Agent to give any notices of any kind, including, without limitation, notices of the creation, renewal,
extension or accrual of any of the Obligations and notice of or proof of reliance by the Secured Parties upon this Agreement, notices
of acceptance, nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands
or protests, except as set forth herein or expressly provided in the Credit Agreement or any of the Facility Documents; (v) all rights
to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof; (vi) all rights
under any law purporting to reduce Parent’s obligations hereunder if the Parent Guaranteed Obligations are reduced other than as
a result of payment in cash of such Parent Guaranteed Obligations, including, without limitation, any reduction based upon any Secured
Party’s error or omission in the administration of the Parent Guaranteed Obligations; (vii) all defenses based on the incapacity,
disability or lack of authority of the Borrower or any other Person, the repudiation of the Facility Documents by the Borrower or any
Person, the failure by the Administrative Agent or the Secured Parties to enforce any claim against any Person, or the unenforceability
in whole or in part of any Facility Documents; (viii) all suretyship and guarantor’s defenses generally including, without limitation,
defenses based upon collateral impairment or any statute or rule of law providing that the obligation of a surety or guarantor must not
exceed or be more burdensome than that of the principal; (ix) all rights to insist upon, plead or in any manner whatever claim or take
the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption,
whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Parent of its obligations
under, or the enforcement by the Administrative Agent of, this Agreement; (x) any requirement on the part of the Administrative Agent
or the holder of any obligations under the Facility Documents to mitigate the damages resulting from any default; and (xi) except as otherwise
specifically set forth herein or as required by Applicable Law, all rights of notice and hearing of any kind prior to the exercise of
rights by the Administrative Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process
or to replevy, attach or levy upon the Collateral. To the extent permitted by law, Parent waives the posting of any bond otherwise required
of the Administrative Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon
the Collateral, to enforce any judgment or other security for the Parent Guaranteed Obligations, to enforce any judgment or other court
order entered in favor of the Administrative Agent, or to enforce by specific performance, temporary restraining order, preliminary or
permanent injunction, this Agreement or any other agreement or document between Parent, the Administrative Agent and the other Secured
Parties. Parent further agrees that upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may
elect to nonjudicially or judicially foreclose against any personal property security it holds for the Parent Guaranteed Obligations or
any part thereof, or to exercise any other remedy against any Person, any security or any guarantor, even if the effect of that action
is to deprive Parent of the right to collect reimbursement from any Person for any sums paid by Parent to the Administrative Agent or
any other Secured Party.


 






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Article VIII



General Provisions


 


 Section 8.01 Notice of Disposition
of Collateral; Condition of Collateral. Parent hereby waives notice of the time and place of any public sale or the time after which
any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under
Applicable Law, any notice made shall be deemed reasonable if sent to the Borrower, addressed as set forth in Article IX, at least
ten (10) days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition
may be made. To the maximum extent permitted by Applicable Law, Parent waives all claims, damages, and demands against the Administrative
Agent or any other Secured Parties arising out of the repossession, retention or sale of the Collateral, except such as arise solely out
of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party as finally determined by a court
of competent jurisdiction. To the extent it may lawfully do so, Parent absolutely and irrevocably waives and relinquishes the benefit
and advantage of, and covenants not to assert against the Administrative Agent or any other Secured Party, any valuation, stay, appraisal,
extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing
which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court,
or privately under the power of sale conferred by this Agreement, or otherwise. Except as otherwise specifically provided herein, Parent
hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by Applicable Law) of any kind in connection
with this Agreement or any Collateral.


 


 Section 8.02 Limitation on Administrative
Agent’s and other Lenders’ Duty with Respect to the Collateral. The Administrative Agent shall have no obligation to clean-up
or otherwise prepare the Collateral for sale. The Administrative Agent and each other Lender shall use reasonable care with respect to
any Collateral in its possession or under its control. Neither the Administrative Agent nor any other Secured Party shall have any other
duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent
or such other Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining
thereto. To the extent that Applicable Law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable
manner, Parent acknowledges and agrees that it is commercially reasonable for the Administrative Agent to (a) not incur expenses
deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in
process into finished goods or other finished products for disposition, (b) not obtain third party consents for access to Collateral
to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection
or disposition of Collateral to be collected or disposed of, (c) not exercise collection remedies against account debtors or other
Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (d) exercise collection remedies
against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection
specialists, (e) advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral
is of a specialized nature, (f) contact other Persons, whether or not in the same business as Parent, for expressions of interest
in acquiring all or any portion of such Collateral, (g) hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the Collateral is of a specialized nature, (h) dispose of Collateral by utilizing internet sites that
provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match
buyers and sellers of assets, (i) dispose of assets in wholesale rather than retail markets, (j) disclaim disposition warranties,
such as title, possession or quiet enjoyment, (k) purchase insurance or credit enhancements to insure the Administrative Agent against
risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection
or disposition of Collateral, or (l) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other
brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of
any of the Collateral. Parent acknowledges that the purpose of this Section 8.02 is to provide non-exhaustive indications of what
actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies
against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely
on account of not being indicated in this Section 8.02. Without limitation upon the foregoing, nothing contained in this Section 8.02
shall be construed to grant any rights to Parent or to impose any duties on the Administrative Agent that would not have been granted
or imposed by this Agreement or by Applicable Law in the absence of this Section 8.02.


 






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 Section 8.03 Attorney-in-Fact.
(a) Parent hereby appoints the Administrative Agent (such appointment being coupled with an interest), on behalf of the Secured Parties,
or any Person, officer or agent whom the Administrative Agent may designate, as its true and lawful attorney-in-fact and proxy, with full
irrevocable power and authority in the place and stead of Parent and hereby authorizes the Administrative Agent to represent and vote
any of the Equity Interests issued by the Borrower in its own name, at Parent’s cost and expense, to the extent reasonable, from
time to time to take any action and to execute any instrument which may be reasonably necessary to enforce its rights under this Agreement,
including, without limitation, authority to receive, endorse and collect all instruments made payable to Parent representing any distribution,
interest payment or other payment in respect of the Pledged Collateral or any part thereof to be paid over to the Administrative Agent
and to give full discharge for the same. Notwithstanding anything in this Section 8.03 to the contrary, the Administrative Agent shall
not exercise any of the rights as attorney-in-fact or proxy provided for in this Section 8.03(a) unless and until an Event of Default
has occurred and is continuing.


 


 (b) Parent hereby ratifies all that said
attorney shall lawfully do or cause to be done by virtue hereof, in each case pursuant to the powers granted, and the restrictions on
the exercise of such power provided, hereunder. Parent hereby acknowledges and agrees that the Administrative Agent shall have no fiduciary
duties to Parent in acting pursuant to this power-of-attorney and Parent hereby waives any claims or rights of a beneficiary of a fiduciary
relationship hereunder.


 


 (c)  Parent shall execute and deliver to
the Administrative Agent an irrevocable proxy in the form attached hereto as Exhibit B and an irrevocable indorsement in blank in the
form attached hereto as Exhibit C with respect to the Equity Interests of the Borrower owned by Parent.


 


 Section 8.04 Administrative Agent
Performance of Parent’s Obligations. Without having any obligation to do so, after the occurrence and during the continuance
of (a) an Unmatured Event of Default, if the Administrative Agent reasonably determines it to be necessary or advisable to preserve
or protect the Collateral or (b) an Event of Default, the Administrative Agent may perform or pay any obligation which Parent has
agreed to perform or pay in this Agreement and Parent shall reimburse the Administrative Agent for any reasonable amounts paid by the
Administrative Agent pursuant to this Section 8.04. Parent’s obligation to reimburse the Administrative Agent pursuant to the
preceding sentence shall be a Parent Guaranteed Obligation payable on demand.


 


 Section 8.05 Authorization for
Administrative Agent to Take Certain Action. Parent irrevocably authorizes the Administrative Agent at any time and from time to time
in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (a) to indorse and
collect any cash proceeds of the Collateral, and (b) to discharge past due taxes, assessments, charges, fees or Liens on the
Collateral (except for such Liens as are specifically permitted hereunder or under any other Facility Document), and Parent agrees to
reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative
Agent in connection therewith, provided, that this authorization shall not relieve Parent of any of its obligations under this
Agreement, the Credit Agreement or under any of the other Facility Documents. The Administrative Agent agrees not to exercise the power
of attorney granted under clause (a) of this Section 8.05 except after the occurrence and during the continuance of an Event
of Default.


 






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 Section 8.06 Specific Performance
of Certain Covenants. Parent acknowledges and agrees that a breach of any of the covenants contained in Sections 5.08, 5.09 or
6.02 hereof will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and
other Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the
Administrative Agent or the other Secured Parties to seek and obtain specific performance of other obligations of Parent contained in
this Agreement, that the covenants of Parent contained in the Sections referred to in this Section 8.06 shall be specifically enforceable
against Parent.


 


 Section 8.07 Subrogation, Etc.
Notwithstanding any payment or payments made by Parent or the exercise by the Administrative Agent of any of the remedies provided under
this Agreement or any other Facility Document, until the Parent Guaranteed Obligations have been paid in full, Parent shall have no claim
(as defined in 11 U.S.C. § 101(5)) of subrogation to any of the rights of the Administrative Agent against any Person, the Collateral
(as defined in the Credit Agreement) or any guaranty held by the Administrative Agent for the satisfaction of any of the Obligations or
the Parent Guaranteed Obligations, nor shall Parent have any claims (as defined in 11 U.S.C. § 101(5)) for reimbursement, indemnity,
exoneration or contribution from any Person in respect of payments made by Parent hereunder. Notwithstanding the foregoing, if any amount
shall be paid to Parent on account of such subrogation, reimbursement, indemnity, exoneration or contribution rights at any time before
the Obligations or the Parent Guaranteed Obligations have been paid in full, such amount shall be held by Parent in trust for the Administrative
Agent segregated from other funds of Parent, and shall be turned over to the Administrative Agent in the exact form received by Parent
(duly endorsed by Parent to the Administrative Agent if required) to be applied against the Parent Guaranteed Obligations in such amounts
and in such order as the Administrative Agent may elect.


 


 Section 8.08 Reinstatement.
This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Parent for
liquidation or reorganization, should Parent 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 Parent’s assets, and shall continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the Parent Guaranteed 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 Parent Guaranteed
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
Parent Guaranteed Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.


 


 Section 8.09 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure to the benefit of Parent, the Administrative Agent and the
other Secured Parties and their respective successors, endorsees, transferees and assigns, except that Parent shall not have the right
to assign its rights or delegate its obligations under this Agreement or any interest herein, without the prior written consent of the
Administrative Agent. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Parent
Guaranteed Obligations or any portion thereof or interest therein shall in any manner impair the Lien and other rights granted to the
Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, hereunder.


 






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 Section 8.10 Survival. Without
prejudice to the survival of any other agreement of Parent under this Agreement or any other Facility Document, the agreements and obligations
of Parent contained in Section 8.08, Section 8.11, Section 8.15 and Section 8.19 shall survive the termination of this
Agreement and the other Facility Documents and payment in full of the Obligations and the Parent Guaranteed Obligations. The representations
and warranties of Parent contained in this Agreement shall survive the execution and delivery of this Agreement.


 


 Section 8.11 Taxes. Any taxes
(including income taxes) payable or ruled payable by a federal or state authority in respect of this Agreement shall be paid by Parent,
together with interest and penalties, if any.


 


 Section 8.12 Headings. The
title of and section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any
of the terms and provisions of this Agreement.


 


 Section 8.13 Termination and Release.
This Agreement and the security interests granted herein shall continue in full force and effect until payment in full of the Obligations
and the Parent Guaranteed Obligations in cash (subject to reinstatement pursuant to Section 8.08 and the terms of Section 8.10).
In connection with any termination or release pursuant to this Section 8.13, upon Parent’s written request, the Administrative
Agent shall promptly execute and deliver to Parent, at Parent’s sole expense, all documents that Parent shall reasonably request
to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 8.13 shall be without recourse
to or warranty by the Administrative Agent.


 


 Section 8.14 Entire Agreement.
This Agreement and the other Facility Documents delivered on the date hereof embody the entire agreement and understanding between Parent
and the Administrative Agent relating to the subject matter hereof and the Collateral and supersede all prior agreements and understandings,
oral or written, among Parent and the Administrative Agent relating to the subject matter hereof and the Collateral.


 


 Section 8.15 Governing Law; Jurisdiction;
Waiver of Jury Trial.


 


 (a) Governing
Law. This Agreement and the rights and obligations of the parties under this agreement shall be governed by and construed in accordance
with the Law of the State of New York, without giving effect to the conflict of laws principles thereof (except for Sections 5-1401
and 5-1402 of the New York General Obligations Law).


 






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 (b) Consent
to Jurisdiction. Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action
or proceeding relating to this Agreement or the other Facility Documents to which it is a party, or for recognition and enforcement of
any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York located in the County of
New York, the courts of the United States of America for the Southern District of New York, and the appellate courts of any of them; (b) consents
that any such action or proceeding may be brought in any court described in Section 8.15(a) and waives to the fullest extent permitted
by Applicable Law any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process
in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to such party at its address referenced in Section 9.01 or at such other address as may be permitted thereunder;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and (e) waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding against any party
hereto or any Secured Party arising out of or relating to this Agreement or any other Facility Document any special, exemplary, indirect,
punitive or consequential damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort
or duty imposed by any applicable legal requirement).


 


 (c) Waiver
of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding
relating to this Agreement or any other Facility Document or for any counterclaim therein or relating thereto.


 


 Section 8.16 Amendments. The
Administrative Agent and Parent may amend or otherwise modify this Agreement only via a writing signed by the Administrative Agent and
Parent.


 


 Section 8.17 Severability.
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
provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


 


 Section 8.18 Counterparts.
This Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the same Agreement. Delivery of an executed signature page
of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
The parties hereto agree that “execution,” “signed,” “signature,” and words of like import in this
Agreement shall be deemed to include electronic signatures, authentication, or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping
system, as the case may be, to the extent and as provided for in any Applicable Law, including, without limitation, the Electronic Signatures
in Global and National Commerce Act, the Uniform Electronic Transactions Act as in effect in any state, the New York Electronic Signatures
and Records Act (N.Y. State Tech. §§ 301-309), the Illinois Electronic Commerce Security Act (5 ILCS 175/1-101 et seq.), or
the Uniform Commercial Code, and the parties hereto hereby waive any objection to the contrary.


 






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 Section 8.19 Indemnification; Payment
of Expenses. (a) Parent hereby agrees to indemnify and hold harmless the Administrative Agent, each other Secured Party and each
Related Party (each such Person being called an “Indemnitee”) from any losses, damages, liabilities, claims, obligations,
expenses, penalties, actions suits judgments and disbursements of any kind or nature whatsoever (including the reasonable and documented
fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnitee, in each case arising out of,
or by reason of the execution, delivery, enforcement, performance, administration
of or otherwise arising out of or incurred in connection with or resulting from this Agreement or
any transaction contemplated hereby (including, without limitation, enforcement of this Agreement) or any failure of any obligations
hereunder to be the legal, valid, and binding obligations of Parent enforceable against Parent in accordance with their terms, whether
brought by a third party or by Parent, any other Related Party or any other Person, and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have
resulted from the gross negligence, bad faith, fraud or willful misconduct of such Indemnitee or (ii) result from the breach of such
Indemnitee’s obligations under this Agreement or any other Facility Document.
This clause (a) shall not apply with respect to Excluded Taxes.


 


 (b) Parent shall reimburse the Administrative
Agent for any and all reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses and auditors’
and accountants’ fees) paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration,
collection, amendment, waiver and enforcement of this Agreement and in the audit, analysis, administration, collection, preservation or
sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all
costs and expenses incurred by Parent in the performance of actions required pursuant to the terms hereof shall be borne solely by Parent.


 


 (c) To the fullest extent permitted by
Applicable Law, Parent hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Facility Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Advance or the use of proceeds thereof.


 


 (d) The rights, powers, benefits, privileges,
immunities and indemnities given to the Administrative Agent and set forth in the Credit Agreement are expressly incorporated herein by
this reference thereto.


 


 (e) All amounts due under this Section shall
be payable not later than three (3) Business Days after demand therefor.


 






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Article IX



Notices


 


 Section 9.01 Sending Notices.
Any notice required or permitted to be given under this Agreement shall be sent (and deemed received) in the manner and to the addresses
set forth in Section 12.02 of the Credit Agreement. Any notice delivered to the Borrower shall be deemed to have been delivered to
Parent.


 


 Section 9.02 Change in Address
for Notices. Parent, the Administrative Agent and the Secured Parties may change the address for service of notice upon it by a notice
in writing to the other parties.


 


Article X



Administrative Agent 


 


Goldman Sachs Bank USA has
been appointed Administrative Agent for the Secured Parties hereunder pursuant to Article XI of the Credit Agreement. It is expressly
understood and agreed by the parties to this Agreement that any authority conferred upon the Administrative Agent hereunder is subject
to the terms of the delegation of authority made by the Secured Parties to the Administrative Agent pursuant to the Credit Agreement,
and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express
conditions contained in such Article XI. Any successor Administrative Agent appointed pursuant to Article XI of the Credit Agreement
shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.


 


[Signature
Pages Follow]


 




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In
Witness Whereof, the parties hereto have executed this Agreement as of the date first above written.


 


	 	Parent:
	 	 
	 	Sezzle Funding SPE II Parent, LLC
	 	 
	 	By:	/s/ Karen Hartje
	 	Name: 	Karen Hartje
	 	Title:	Chief Financial Officer


 


signature
page


pledge and
guaranty agreement


 




     


     


    

 


	 	Administrative Agent:
	 	 
	 	Goldman Sachs Bank USA
	 	 
	 	By:	/s/ Thomas Manning
	 	Name: 	Thomas Manning
	 	Title:	Authorized Signatory


 


signature
page


pledge and
guaranty agreement


 




     


     


    

 


	Acknowledged and Agreed:
	 	 	 
	Borrower:
	 	 	 
	Sezzle Funding SPE II, LLC
	 	 	 
	By:	/s/ Karen Hartje	 
	Name: 	Karen Hartje	 
	Title:	Chief Financial Officer	 


 


signature
page


pledge and
guaranty agreement




 




     


     


    

 


Exhibit A



List of Pledged Instruments, Securities and Other Investment Property and 

Deposit and Other Accounts


 


		A.	Stock:



 


	Issuer	Certificate Number	Number of Shares
	None.	 	 


 


		B.	Bonds:



 


	Issuer	Number	Face Amount	Coupon Rate	Maturity
	None.	 	 	 	 


 


		C.	Government Securities:



 


	Issuer	Number	Type	Face Amount	Coupon Rate	Maturity
	None.	 	 	 	 	 


 


		D.	Other Securities or Other Investment Property (Certificated and Uncertificated):



 


	Issuer	Description of Collateral	Percentage 

Ownership Interest
	 	 	 
	Sezzle Funding SPE II, LLC	Membership Interests	100%


 


		E.	Deposit Accounts



 


None.


 


		F.	Securities Accounts



 


None.


 




    A-1


     


    

 


Exhibit B



Form of Irrevocable proxy


 


Irrevocable
Proxy


 


 The undersigned, on behalf
of itself and its successors and permitted assigns, hereby appoints Goldman Sachs Bank USA,
as administrative agent agent (the “Administrative Agent”), as proxy with full power of substitution, and hereby authorizes
the Administrative Agent to represent and vote all of the ownership interest(s) of Sezzle Funding SPE II, LLC, a Delaware limited liability
company, owned by the undersigned (or its successors or permitted assigns) on the date of exercise hereof during the continuance of an
Event of Default under (and as defined (including by cross-reference) in) the Pledge and Guaranty Agreement, dated as of __________ ___,
2021, between Sezzle Funding SPE II Parent, LLC, a Delaware limited liability company, and the Administrative Agent, or under the other
Facility Documents referred to therein, at any meeting or at any other time chosen by the Administrative Agent in its sole discretion.


 


	Dated:	 	 	
    Sezzle Funding SPE II Parent,
LLC,

	 	 	 	a Delaware limited liability company
	 	 	 	 
	 	 	 	By:	 
	 	Name: 	Karen Hartje
	 	Title: 	Chief Financial Officer


 




    B-1


     


    

 


Exhibit C



Form of Irrevocable Blank Powers For membership Interests


 


Irrevocable
Blank Powers For membership Interests


 


For
Value Received, Sezzle Funding SPE II Parent, LLC, a Delaware limited liability company, on behalf of itself and its successors
and permitted assigns, hereby sells, assigns and transfers unto ________________________________ all of its ownership interest(s) of Sezzle
Funding SPE II, LLC, a Delaware limited liability company, represented by the following certificate(s): Membership Certificate No. 1,
and irrevocably appoints __________________________________ as attorney to transfer the ownership interests with full power of substitution
in the premises. This power is coupled with an interest and is irrevocable.


 





	Dated:	 	 	
    Sezzle Funding SPE II Parent,
LLC,

	 	 	 	a Delaware limited liability company
	 	 	 	 
	 	 	 	By:	 
	 	Name: 	Karen Hartje
	 	Title: 	Chief Financial Officer


 


 


C-1