OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in the name and on behalf of the parties hereto as of the date first above
written.
SECURITY DEVICES INTERNATIONAL INC.
By:____________________________
Name:
Title:
SECURITY DEVICES INTERNATIONAL CANADA CORP.
By:____________________________
Name:
Title:
NORTHEAST INDUSTRIAL PARTNERS, LLC
in its capacity as Agent
By:____________________________
Name:
Title:
[Signature Page to Security Agreement]
Annex A
FORM OF ADDITIONAL GRANTOR JOINDER
Security Agreement dated as of December 7, 2016 made by
Security Devices International Inc.
and its subsidiaries party thereto from time to time, as Grantors
to and in favor of
Northeast Industrial Partners, LLC, as Collateral Agent (the "Security
Agreement")
Reference is made to the Security Agreement as defined above; capitalized terms
used herein and not otherwise defined herein shall have the meanings given to
such terms in, or by reference in, the Security Agreement.
The undersigned hereby agrees that upon delivery of this Additional Grantor
Joinder to the Agent referred to above or its successor, the undersigned shall
(a) be an Additional Grantor under the Security Agreement, (b) have all the
rights and obligations of the Grantors under the Security Agreement as fully and
to the same extent as if the undersigned was an original signatory thereto and
(c) be deemed to have made the representations and warranties set forth in
Section 4 therein as of the date of execution and delivery of this Additional
Grantor Joinder and at any future dates that such representations must be
restated pursuant to the terms of the Transaction Documents.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE
AGENT, FOR THE BENEFIT OF THE PURCHASERS, A SECURITY INTEREST IN THE COLLATERAL
AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO
THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.
Attached hereto are supplemental and/or replacement Schedules to the Security
Agreement, as applicable.
Each Additional Grantor that is not a party to the Securities Purchase Agreement
hereby acknowledges receipt from the Grantor of a correct and complete copy of
the Securities Purchase Agreement and consents to all of the provisions of the
Securities Purchase Agreement as in effect on the date hereof and agrees that
its consent is not required for any amendments, modifications, restatements or
waivers of it or any of the provisions thereof.
An executed copy of this Joinder shall be delivered to the Agent, and the Agent
and the Purchasers may rely on the matters set forth herein on or after the date
hereof.
This Joinder shall not be modified, amended or terminated without the