Secured Parties pursuant
EXHIBIT D-1
to the Pledge and Security Agreement, and the Grantors hereby acknowledge and
affirm that the rights and remedies of the Parity Lien Collateral Trustee with
respect to the security interest in the Patent Collateral made and granted
hereby are more fully set forth in the Pledge and Security Agreement.
In the
event that any provision of this Agreement is deemed to conflict with the Pledge
and Security Agreement, the provisions of the Pledge and Security Agreement
shall control.
SECTION 4.
Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
(INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW
ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE
APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN
ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE
EFFECT OF PERFECTION OF THE SECURITY INTEREST).
SECTION 5.
Counterparts
This Agreement may be executed in one or more counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.
[Remainder of page intentionally left blank]
EXHIBIT D-2
IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.
[NAME OF GRANTOR]
By:
Name:
Title:
[NAME OF GRANTOR]
By:
Name:
Title:
EXHIBIT D-3
Accepted and Agreed:
LORD SECURITIES CORPORATION,
as Parity Lien Collateral Trustee
By:
Authorized Signatory
EXHIBIT D-4
SCHEDULE A
to
PATENT SECURITY AGREEMENT (PARITY LIEN)
U.S. PATENTS AND PATENT APPLICATIONS
Title
Application No.
Filing Date
Patent No.
Issue Date
EXHIBIT D-5
EXHIBIT E
TO PARITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT
FORM OF COPYRIGHT SECURITY AGREEMENT (PARITY LIEN)
This COPYRIGHT SECURITY AGREEMENT, dated as of [
], 20[
] (as it may
be amended, restated, supplemented or otherwise modified from time to time, this
"Agreement"), is made by the entities identified as grantors on the signature
pages hereto (collectively, the "Grantors") in favor of LORD SECURITIES
CORPORATION, as Parity Lien Collateral Trustee for the Secured Parties (in such
capacity, together with its successors and permitted assigns, the "Parity Lien
Collateral Trustee").
WHEREAS, the Grantors are party to that certain Parity Lien Debt Pledge and
Security Agreement dated as of March 28, 2017 (as amended, restated,
supplemented or otherwise modified from time to time, the "Pledge and Security
Agreement") between each of the Grantors and the other grantors party thereto
and the Parity Lien Collateral Trustee pursuant to which the Grantors granted a
security interest to the Parity Lien Collateral Trustee in the Copyright
Collateral (as defined below) and are required to execute and