Exhibit 10.3
SECURITY AND PLEDGE AGREEMENT
SECURITY AND PLEDGE AGREEMENT,
dated as of March 21, 2022 (this “Agreement”), made by Ipsidy Inc., a Delaware corporation (the “Company”),
and each of the direct and indirect Subsidiaries of the Company signatory hereto from time to time, if any (each a “Grantor”
and together with the Company, collectively, the “Grantors”), in favor of Stephen Garchik, in his capacity as collateral
agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below)
party to the Securities Purchase Agreement, dated as of March 21, 2022 (as amended, modified, supplemented, extended, renewed, restated
or replaced from time to time, the “Securities Purchase Agreement”).
W I T N E S S E T H:
WHEREAS, the Company and each
party listed as a “Buyer” on the Schedule of Buyers attached to the Securities Purchase Agreement (each a “Buyer”
and collectively, the “Buyers”) are parties to the Securities Purchase Agreement, pursuant to which the Company shall
be required to sell, and the Buyers shall purchase or have the right to purchase, the Notes issued pursuant thereto (as such Notes may
be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively,
the “Notes”);
WHEREAS, certain Grantors
(other than the Company) from time to time (each a “Guarantor” and collectively, the “Guarantors”)
may execute and deliver one or more guarantees (each, a “Guaranty” and collectively, the “Guaranties”)
in form and substance acceptable to and in favor of the Collateral Agent, for the benefit of himself and the Noteholders (as defined below),
with respect to the Company’s obligations under the Securities Purchase Agreement, the Notes, and the other “Transaction Documents”
(as defined in the Securities Purchase Agreement);
WHEREAS, it is a condition
precedent to the Buyers’ obligation to purchase the Notes issued pursuant to the Securities Purchase Agreement that the Grantors
shall have executed and delivered to the Collateral Agent this Agreement providing for the grant to the Collateral Agent, for the benefit
of the Noteholders, of a valid, enforceable, and perfected security interest in substantially all personal property of each Grantor to
secure all of the Company’s obligations under the Transaction Documents and the Guarantors’ obligations under the Guaranties,
as applicable; and
WHEREAS, each Grantor has
determined that the execution, delivery and performance of this Agreement directly benefits, and is in the best interest of, such Grantor.
NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Grantor
agrees with the Collateral Agent, for the benefit of the Collateral Agent and the Noteholders, as follows:
SECTION 1. Definitions.
(a) Reference
is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms thereof. All terms used in this Agreement
and the recitals hereto which are defined in the Securities Purchase Agreement, the Notes or in the Code, and which are not otherwise
defined herein shall have the same meanings herein as set forth therein; provided that terms used herein which are defined in the
Code on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of the Code except as the
Collateral Agent may otherwise determine.
(b) The
following terms shall have the respective meanings provided for in the Code: “Accounts”, “Account Debtor”, “Cash
Proceeds”, “Certificate of Title”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity
Account”, “Commodity Contracts”, “Deposit Account”, “Documents”, “Electronic Chattel Paper”,
“Equipment”, “Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”,
“Investment Property”, “Letter-of-Credit Rights”, “Payment Intangibles”, “Proceeds”, “Promissory
Notes”, “Security”, “Record”, “Security Account”, “Software”, and “Supporting
Obligations”.
(c) As
used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally
to both the singular and plural forms of such terms:
“Affiliate”
of any Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with such
Person and any officer or director of such Person. A Person shall be deemed to be “controlled by” any other Person if such
Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting
power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.
“Bankruptcy Code”
means Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or any successor statute, or other applicable bankruptcy,
insolvency or similar laws).
“Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to
remain closed.
“Buyer”
or “Buyers” shall have the meaning set forth in the recitals hereto.
“Capital Stock”
means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock (including, without limitation, any warrants, options, rights or other securities
exercisable or convertible into equity interests or securities of such Person), and (ii) with respect to any Person that is not a corporation,
any and all partnership, membership or other equity interests of such Person.
“Closing Date”
means the date the Company initially issues the Notes pursuant to the terms of the Securities Purchase Agreement.
“Code”
means Articles 8 or 9 of the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Code” means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect
of perfection or non-perfection or priority.
“Collateral”
shall have the meaning set forth in Section 2(a) of this Agreement.
“Collateral Agent”
shall have the meaning set forth in the preamble hereto.
“Company”
shall have the meaning set forth in the preamble hereto.
“Controlled Account
Agreement” means a deposit account control agreement or securities account control agreement with respect to a Pledged Account,
in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, modified, supplemented, extended, renewed,
restated or replaced from time to time.
“Controlled Accounts”
means the Deposit Accounts, Commodity Accounts, Securities Accounts, and/or Foreign Currency Controlled Account of the Grantors listed
on Schedule IV attached hereto (as may be amended, supplemented or otherwise modified from time to time); provided, that
the Controlled Accounts shall not include (i) accounts used solely for payroll or employee benefits, (ii) trust accounts, (iii) escrow
accounts, (iv) accounts with respect to which the aggregate amount on deposit, collectively for all such accounts, does not exceed $25,000
at any time, (v) zero balance accounts, and (vi) any account used for the cash collateralization of any bond or letter of credit
to the extent the Lien on such cash collateral is permitted under the Securities Purchase Agreement and the Notes.
“Copyright Licenses”
means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for
the grant of any right to use or sell any works covered by any Copyright (including, without limitation, all Copyright Licenses set forth
in Schedule II hereto).
“Copyrights”
means all domestic and foreign copyrights, whether registered or not, including, without limitation, all copyright rights throughout the
universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed),in and to all original works of
authorship fixed in any tangible medium of expression, acquired or used by any Grantor (including, without limitation, all copyrights
described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation, applications,
registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other
country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals
thereof.
“Domestic Subsidiary”
means any Subsidiary other than a Foreign Subsidiary.
“Event of Default”
shall have the meaning set forth in Section 4(a) of the Notes.
“Excluded Collateral”
means (a) the Capital Stock (including any debt or other instrument treated as equity for U.S. federal income tax purposes) of (i) any
Foreign Subsidiary that is not a Grantor and (ii) any other Subsidiary of a Grantor (which such Subsidiary is not itself a Grantor) substantially
all of the assets of which consist, directly or indirectly, of the Capital Stock (including any debt or other instrument treated as equity
for U.S. federal income tax purposes) of one or more Foreign Subsidiaries (in each case, with respect to preceding clauses (i) and (ii),
to the extent that such Capital Stock represents more than 65% of the issued and outstanding voting Capital Stock of such Subsidiary),
and (iii) any Excluded Subsidiary, (b) any property to the extent the grant of a security interest in such property is prohibited
by applicable law, (c) any “intent to use” trademark applications for which a statement of use has not been filed and
accepted with the U.S. Patent and Trademark Office, (d) any rights under any lease, instrument, contract or agreement of any Grantor (including
any Patent Licenses, Trademark Licenses and Copyright Licenses) to the extent that the granting of a security interest therein would,
under the express terms of such lease, instrument, contract, license or agreement (i) be prohibited or restricted or (ii) constitute
a default under or result in a termination of any such lease, instrument, contract or agreement governing such right, unless (A) such
prohibition or restriction is not enforceable or is otherwise ineffective under any applicable law or (B) consent to such security interest
has been obtained from any applicable third party, (e) any item of General Intangibles that is now or hereafter held by such Grantor but
only to the extent that such item of General Intangibles (or any agreement evidencing such item of General Intangibles) contains a term
or is subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of
a Person (other than such Grantor) to, the creation, attachment or perfection of the security interest granted herein, and any such restriction,
prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable
law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC), (f) any leased real property,
(g) equity interests in any joint venture entities, but only to the extent that the organizational documents or other agreements with
equity holders of such joint ventures contain customary provisions that restrict or do not permit the pledge of such equity interests,
and (h) any assets with respect to which the Collateral Agent and the Company shall have determined that the cost of obtaining a Lien
in such assets is excessive in relation to the value of the security to be afforded thereby; provided, however, that (x) Excluded
Collateral shall not include any Proceeds of any foregoing item and (y) if any of the foregoing items at any time ceases to satisfy
the criteria for Excluded Collateral (whether as a result of the applicable Grantor obtaining any necessary consent, any change in any
rule of law, statute or regulation, or otherwise), such item shall no longer be Excluded Collateral and the term “Collateral”
shall immediately and automatically include such item and the Liens granted herein on such item shall immediately and automatically attach
thereto.
“Excluded Subsidiary”
means any Foreign Subsidiary which (i) does not account for a material portion of the Grantors’ revenue or assets and (ii) that
does not own or hold any material Intellectual Property that is used or useful in the operation of the Grantors’ business; provided,
that at such time that any of the foregoing conditions are no longer satisfied for any such Subsidiary, the relevant Subsidiary shall
no longer be an Excluded Subsidiary. Notwithstanding the foregoing or anything to the contrary herein, the Collateral Agent acknowledges
and agrees that as of the Closing Date, each of MultiPay S.A, IDGS S.A.S., Ipsidy Peru SAC, Ipsidy Enterprises Ltd and Cards Plus (Pty
Ltd) is an Excluded Subsidiary and shall at all times remain an Excluded Subsidiary in the absence of, after the Closing Date, (i) a material
increase in its contribution to the Grantors’ revenue or assets or (ii) its ownership or holding of any material Intellectual Property
that is used or useful in the operation of the Grantors business.
“Foreign Currency
Controlled Accounts” means any Controlled Account of the Grantors holding non-United States dollar deposits.
“Foreign Subsidiary”
means any Subsidiary of a Grantor organized under the laws of a jurisdiction other than the United States, any of the states thereof,
Puerto Rico or the District of Columbia.
“GAAP”
means U.S. generally accepted accounting principles consistently applied.
“Governmental Authority”
means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other political subdivision thereof
or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.
“Guaranteed Obligations”
shall have the meaning set forth in each Guaranty.
“Guarantor”
or “Guarantors” shall have the meaning set forth in the recitals hereto.
“Guaranty”
or “Guaranties” shall have the meaning set forth in the recitals hereto.
“Insolvency Proceeding”
means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other bankruptcy or insolvency
law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or
proceedings seeking reorganization, arrangement, or other similar relief.
“Intellectual Property”
means, collectively, the Copyrights, Trademarks and Patents.
“Intellectual Property
Security Agreement” means the Intellectual Property Security Agreement required to be delivered pursuant to Section 5(h)(i)
of this Agreement, in the form attached hereto as Exhibit A.
“Licenses”
means, collectively, the Copyright Licenses, the Trademark Licenses and the Patent Licenses.
“Lien”
means any mortgage, lien, pledge, charge, security interest, adverse claim or other encumbrance upon or in any property or assets.
“Notes”
shall have the meaning set forth in the recitals hereto.
“Noteholders”
means, at any time, the holders of the Notes at such time.
“Obligations”
shall have the meaning set forth in Section 3 of this Agreement.
“Paid in Full”
or “Payment in Full” means the indefeasible payment in full in cash (or solely with respect to the Notes, the conversion
of all of the Notes pursuant to their respective terms) of all of the Obligations (other than contingent indemnification obligations to
the extent no claim giving rise thereto has been asserted).
“Patent Licenses”
means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for
the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses
set forth in Schedule II hereto).
“Patents”
means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas,
concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general
intangibles of like nature, now existing or hereafter acquired (including, without limitation, all domestic and foreign letters patent,
design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary
information, technology, know-how and formulae described in Schedule II hereto), all applications, registrations and recordings
thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office, or
in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, reexaminations,
divisions, continuations, continuations in part and extensions or renewals thereof.
“Perfection Requirement”
or “Perfection Requirements” shall have the meaning set forth in Section 4(j) of this Agreement.
“Person”
means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization,
joint venture or other enterprise or entity or Governmental Authority.
“Pledged Accounts”
means all of each Grantor’s right, title and interest in all of its Deposit Accounts, Commodity Accounts and Securities Accounts
(in all cases, including, without limitation, all Controlled Accounts and Foreign Currency Control Accounts).
“Pledged Entity”
means, each Person listed from time to time on Schedule IV hereto as a “Pledged Entity,” together with each other Person,
any right in or interest in or to all or a portion of whose Capital Stock is acquired or otherwise owned by a Grantor after the date hereof,
to the extent not constituting Excluded Collateral.
“Pledged Equity”
means all of each Grantor’s right, title and interest in and to all of the Securities and Capital Stock now or hereafter owned by
such Grantor to the extent not constituting Excluded Collateral, regardless of class or designation, including all substitutions therefor
and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Securities
and/or Capital Stock, the right to receive any certificates representing any of the Securities and/or Capital Stock, all warrants, options,
share appreciation rights and other rights, contractual or otherwise, in respect thereof, and the right to receive dividends, distributions
of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments,
and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of,
on account of, or in exchange for any or all of the foregoing.
“Pledged Operating
Agreements” means all of each Grantor’s rights, powers and remedies under the limited liability company operating agreements
of each of the Pledged Entities that are limited liability companies, as may be amended, modified, supplemented, extended, renewed, restated
or replaced from time to time.
“Pledged Partnership
Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged
Entities that are partnerships, as may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.
“Securities Purchase
Agreement” shall have the meaning set forth in the recitals hereto.
“Subsidiaries”
means any Person in which the Company, directly or indirectly, (I) owns at least 25% of the outstanding capital stock or holds at least
25% of the outstanding equity or similar interest of such Person or (II) controls the business, operations or administration of such Person,
and each of the foregoing, is individually referred to herein as a “Subsidiary.”
“Trademark Licenses”
means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee and providing for
the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such licenses, contracts
or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or hereafter owned by any Grantor
and now or hereafter covered by such licenses, contracts or agreements (including, without limitation, all Trademark Licenses described
in Schedule II hereto).
“Trademarks”
means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s,
assumed names, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles
of like nature, now or hereafter owned, adopted, acquired or used by any Grantor (including, without limitation, all domestic and foreign
trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s, assumed names, Internet
domain names, trade styles, designs, logos and other source or business identifiers described in Schedule II hereto), all
applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or
any political subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized
by such marks and all customer lists, formulae and other Records of any Grantor relating to the distribution of products and services
in connection with which any of such marks are used.
SECTION 2. Grant of
Security Interest.
(a) As
collateral security for the due and punctual payment and performance of all of the Obligations, as and when due, each Grantor hereby pledges
and assigns to the Collateral Agent, for himself and for the benefit of the Noteholders, and grants to the Collateral Agent, for himself
and for the benefit of the Noteholders, a continuing security interest in, all of the following personal property and assets of such Grantor,
wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind, nature and description,
whether tangible or intangible (collectively, the “Collateral”):
(i) all
Accounts;
(ii) all
Chattel Paper (whether tangible or Electronic Chattel Paper);
(iii) all
Commercial Tort Claims, including, without limitation, those specified on Schedule VI hereto;
(iv) all
Documents;
(v) all
Equipment;
(vi) all
Fixtures;
(vii) all
General Intangibles (including, without limitation, all Payment Intangibles);
(viii) all
Goods;
(ix) all
Instruments (including, without limitation, all Promissory Notes and each certificated Security);
(x) all
Inventory;
(xi) all
Investment Property (and, regardless of whether classified as Investment Property under the Code, all Pledged Equity, Pledged Operating
Agreements and Pledged Partnership Agreements);
(xii) all
Intellectual Property and all Licenses;
(xiii) all
Letter-of-Credit Rights;
(xiv) all
Pledged Accounts, all cash and other property from time to time deposited therein, and all monies and property in the possession or under
the control of the Collateral Agent or any Noteholder or any Affiliate, representative, agent or correspondent of the Collateral Agent
or any such Noteholder;
(xv) all
Supporting Obligations;
(xvi) all
other tangible and intangible personal property of each Grantor (whether or not subject to the Code), including, without limitation, all
Deposit Accounts and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits,
income, benefits, substitutions and replacements of and to any of the property of any Grantor described in the preceding clauses of this
Section 2(a) (including, without limitation, any proceeds of insurance thereon and All causes of action, claims and warranties
now or hereafter held by each Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records,
including, without limitation, all tapes, desks, cards, Software, data and computer programs in the possession or under the control of
any Grantor or any other Person from time to time acting for any Grantor, in each case, to the extent of such Grantor’s rights therein,
that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section
2(a) or are otherwise necessary or helpful in the collection or realization thereof; and
(xvii) all
Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;
in each case howsoever any Grantor’s interest
therein may arise or appear (whether by ownership, security interest, claim or otherwise).
(b) Notwithstanding
anything herein to the contrary, the term “Collateral” shall not include any Excluded Collateral.
(c) Each
Grantor agrees not to further encumber, or permit any other Lien (other than Permitted Liens) to exist that encumbers, any of its Copyrights,
Copyright applications, Copyright registrations and like protections in each work of authorship and derivative work, whether published
or unpublished, any Licenses, Patents, Patent applications and like protections, including improvements, divisions, continuations, renewals,
reissues, extensions, and continuations-in-part of the same, Trademarks, service marks and, to the extent permitted under applicable law,
any applications therefor, whether registered or not, and the goodwill of the business of such Grantor connected with and symbolized thereby,
know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present,
or future infringement of any of the foregoing, in each case without the Collateral Agent’s prior written consent (which consent
may be withheld or given in the Collateral Agent’s sole discretion).
(d) The
Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of any and all Persons now or hereafter existing who
is a Foreign Subsidiary, to the extent such pledge is otherwise required by this Agreement, may be supplemented by one or more separate
pledge agreements, deeds of pledge, share charges or other similar agreements or instruments, executed and delivered by the relevant Grantors
in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with
the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and
from time to time, in his reasonable discretion, take such actions in such foreign jurisdictions that will result in the perfection of
the Lien created in such shares of Capital Stock.
(e) In
addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce the Buyers as
aforesaid, each Grantor hereby grants to the Collateral Agent, for himself and for the ratable benefit of the Noteholders, a right of
set-off against the property of such Grantor held by the Collateral Agent, for himself and for the ratable benefit of the Noteholders,
consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Collateral
Agent, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may
have any right or power; provided that such right shall only to be exercised after an Event of Default has occurred and is continuing.
SECTION 3. Security
for Obligations. The security interest created hereby in the Collateral constitutes continuing collateral security for all of the
following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively,
the “Obligations”):
(a) (i)
the payment by the Company and each Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand
or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes
and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable
of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole
and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement
of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency
Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications
and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and
(b) the
due performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction
Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.
SECTION 4. Representations
and Warranties. Each Grantor represents and warrants as follows:
(a) Schedule
I hereto sets forth (i) the exact legal name of each Grantor, and (ii) the state of incorporation, organization or formation and the
organizational identification number of each Grantor in such state. The information set forth in Schedule I hereto with respect
to such Grantor is true and accurate in all respects. During the five (5) year period prior to the Closing Date, such Grantor has not
previously changed its name (or operated under any other name), jurisdiction of organization or organizational identification number from
those set forth in Schedule I hereto except as disclosed in Schedule I hereto.
(b) There
is no pending or, to its knowledge, written notice threatening any action, suit, proceeding or claim affecting any Grantor before any
Governmental Authority or any arbitrator, or any order, judgment or award issued by any Governmental Authority or arbitrator, in each
case, that may adversely affect the grant by any Grantor, or the perfection, of the security interest purported to be created hereby in
any significant portion of the Collateral, or the exercise by the Collateral Agent of any of his rights or remedies hereunder.
(c) All
Federal, state and local tax returns and other material reports required by applicable law to be filed by any Grantor have been filed,
or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Grantor or any property of
any Grantor (including, without limitation, all federal income and social security taxes on employees’ wages) and which have become
due and payable on or prior to the date hereof have been paid, except to the extent (i) contested in good faith by proper proceedings
with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP or (ii) to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(d) All
Equipment, Fixtures, Goods and Inventory of each Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of each Grantor
hereafter existing will be, located and/or based at the addresses specified therefor in Schedule III hereto (which may be located
at other locations within the United States and except for Inventory or Goods in transit or mobile Equipment in the possession of such
Grantor’s employees or agents or out for repair, in each case, in the ordinary course of business) except that each Grantor will
give the Collateral Agent written notice of any change in the location of any such Collateral (except for Inventory or Goods in transit
or mobile Equipment in the possession of such Grantor’s employees or agents or out for repair, in each case, in the ordinary course
of business) within 30 days of such change, other than to locations set forth on Schedule III hereto. Each Grantor’s principal
place of business and chief executive office, the place where each Grantor keeps its Records concerning the Collateral and all originals
of all Chattel Paper are located and will continue to be located at the addresses specified therefor in Schedule III hereto, except
that each Grantor will give the Collateral Agent written notice of any change in any such location. As of the date hereof, none of the
Accounts is evidenced by Promissory Notes or other Instruments.
(e) Set
forth in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) each Promissory Note, Security
and other Instrument owned by each Grantor, (ii) each Pledged Account of each Grantor, together with the name and address of each institution
at which each such Pledged Account is maintained, the account number for each such Pledged Account and a description of the purpose of
each such Pledged Account and (iii) the name of each Foreign Currency Controlled Account, together with the name and address of each institution
at which each such Foreign Currency Controlled Account is maintained. Set forth in Schedule II hereto is a complete and correct list as
of the date hereof of each trade name used by each Grantor.
(f) Each
Grantor has delivered to the Collateral Agent complete and correct copies of each License described in Schedule II hereto, including
all schedules and exhibits thereto, which represent all of the Licenses of the Grantors existing on the date of this Agreement. Each such
License sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are
no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby or the rights of such Grantor
or any of its Affiliates in respect thereof. Each material License now existing is, and any material License entered into in the future
will be, the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms.
No default under any material License by any such party has occurred, nor does any defense, offset, deduction or counterclaim exist thereunder
in favor of any such party.
(g) Each
Grantor owns and controls, or otherwise possesses adequate rights to use, all of its Intellectual Property (to the extent material or
otherwise necessary for the operation of any Grantor’s business), which is the only Intellectual Property necessary to conduct its
business in substantially the same manner as conducted as of the date hereof. Schedule II hereto sets forth a true and complete
list of all Intellectual Property and Licenses owned or used by each Grantor as of the date hereof, and applications for grant or registration
of Intellectual Property. To the knowledge of each Grantor, all such Intellectual Property of such Grantor (to the extent material or
otherwise necessary for the operation of any Grantor’s business) is subsisting and in full force and effect, has not been adjudged
invalid or unenforceable, is valid and enforceable and has not been abandoned in whole or in part. Except as set forth in Schedule
II, no such Intellectual Property is the subject of any licensing or franchising agreement. Except as set forth in Schedule II,
no Grantor has any knowledge of any infringement upon or conflict with the Patent, Trademark, Copyright, trade secret rights of others
and, each Grantor, to its knowledge, is not now infringing or in conflict with any Patent, Trademark, Copyright, trade secret or similar
rights of others, and to the knowledge of each Grantor, no other Person is now infringing or in conflict in any material respect with
any such properties, assets and rights owned or used by each Grantor. No Grantor has received any notice that it is violating or has violated
the Trademarks, Patents, Copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of
publicity or other intellectual property rights of any third party.
(h) Except
for Intellectual Property identified on Schedule II or in a License as jointly owned, each Grantor is and will be at all times
the sole and exclusive owner of the Collateral pledged by such Grantor hereunder free and clear of any Liens, except for Permitted Liens
thereon. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file
in any recording or filing office except such as (i) may have been filed in favor of the Collateral Agent and/or the Noteholders relating
to this Agreement or the other Transaction Documents, and (ii) are securing Permitted Liens and, solely with respect to such Permitted
Liens in effect on the date hereof, disclosed on Schedule VII hereto.
(i) The
exercise by the Collateral Agent of any of his rights and remedies hereunder will not contravene any law or any contractual restriction
binding on or otherwise affecting each Grantor or any of its properties and will not result in or require the creation of any Lien, upon
or with respect to any of its properties.
(j) No
authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, is required for (i) the grant
by each Grantor, or the perfection, of the security interest purported to be created hereby in the Collateral, or (ii) the exercise by
the Collateral Agent of any of his rights and remedies hereunder, except for (A) the filing under the Code as in effect in the applicable
jurisdiction of the financing statements described in Schedule V hereto, all of which financing statements have been duly
filed (or will be filed substantially simultaneously with the Closing Date) and are in full force and effect, (B) with respect to all
Pledged Accounts, and all cash and other property from time to time deposited therein, the execution of a Controlled Account Agreement
with the depository or other institution with which the applicable Pledged Accounts are maintained, as provided in Section 5(i),
(C) with respect to Commodity Contracts, the execution of a control agreement with the commodity intermediary with which such Commodity
Contract is carried, (D) with respect to the perfection of the security interest created hereby in the United States Intellectual Property
and Licenses, filing under the Code as in effect in the applicable jurisdiction of the financing statements described in Schedule V
hereto and the recording of the appropriate Intellectual Property Security Agreement in the United States Patent and Trademark Office
or the United States Copyright Office, as applicable, (E) with respect to the perfection of the security interest created hereby in foreign
Intellectual Property and Licenses, registrations and filings in jurisdictions located outside of the United States and covering rights
in such jurisdictions relating to such foreign Intellectual Property and Licenses, (F) with respect to the perfection of the security
interest created hereby in any Letter-of-Credit Rights, the consent of the issuer of the applicable letter of credit to the assignment
of proceeds as provided in the Code as in effect in the applicable jurisdiction, (G) with respect to Investment Property constituting
uncertificated securities, the applicable Grantor causing the issuer thereof either (i) to register the Collateral Agent as the registered
owner of such securities or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will
comply with instructions with respect to such securities originated by the Collateral Agent without further consent of such Grantor, such
authenticated record to be in form and substance satisfactory to the Collateral Agent, (H) with respect to Investment Property constituting
certificated securities or instruments, such items to be delivered to and held by or on behalf of the Collateral Agent pursuant hereto
in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form
and substance satisfactory to the Collateral Agent, (I) with respect to any action that may be necessary to obtain control of Collateral
constituting Commodity Contracts, Electronic Chattel Paper or Letter of Credit Rights, the taking of such actions, and (J) the Collateral
Agent having possession of all Documents, Chattel Paper and Instruments and cash constituting Collateral (subclauses (A) through (J) each
a “Perfection Requirement” and collectively, the “Perfection Requirements”).
(k) This
Agreement creates in favor of the Collateral Agent a legal, valid and enforceable security interest in the Collateral, as security for
the Obligations. The performance of the Perfection Requirements results in the perfection of such security interest in the Collateral.
Such security interest is (or in the case of Collateral in which each Grantor obtains rights after the date hereof, will be), subject
only to Permitted Liens and the Perfection Requirements, a first priority, valid, enforceable and perfected security interests in all
personal property of each Grantor (other than Excluded Collateral). Such recordings and filings and all other action necessary to perfect
and protect such security interest have been duly taken (and, in the case of Collateral in which any Grantor obtains rights after the
date hereof, will be duly taken), except for the Collateral Agent’s having possession of all Documents, Chattel Paper and Instruments
constituting Collateral after the date hereof and the other actions, filings and recordations described above, including the Perfection
Requirements. Notwithstanding the foregoing or anything to the contrary herein, no Grantor shall be required to (i) take any steps to
perfect a security interest in any Pledged Account that does not constitute a Controlled Account or (ii) take any steps in any jurisdiction
located outside of the United States for the perfection of any security interests, except to the extent (A) any Foreign Subsidiary
becomes a Grantor or otherwise ceases to be an Excluded Subsidiary or (B) any Grantor acquires material assets in such foreign jurisdiction
(other than in the ordinary course of business consistent with past practice), and in each such circumstance, upon request by the Collateral
Agent in his reasonable discretion.
(l) As
of the date hereof, no Grantor holds any Commercial Tort Claims or has knowledge of any pending Commercial Tort Claims, except for the
Commercial Tort Claims described in Schedule VI.
(m) All
of the Pledged Equity is as of the date hereof owned by the applicable Grantor as set forth in Schedule IV, and is as of the date
hereof represented by the certificates listed on Schedule IV hereto (if applicable). As of the date hereof, there are no existing
options, warrants, calls or commitments of any character whatsoever relating to the Pledged Equity other than as contemplated and permitted
by the Transaction Documents. Each Grantor is the sole holder of record and the sole beneficial owner of the Pledged Equity, as applicable,
subject to Permitted Liens. None of the Pledged Equity has been issued or transferred in violation of the securities registration, securities
Disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. The Pledged Equity constitutes 100%
or such other percentage as set forth on Schedule IV of the issued and outstanding shares of Capital Stock of the applicable Pledged Entity.
(n) Such
Grantor (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, organization or formation, (ii) has all requisite corporate, limited
liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and
to execute and deliver this Agreement and each other Transaction Document to which such Grantor is a party, and to consummate the transactions
contemplated hereby and thereby and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character
of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the
failure to be so qualified would not result in a Material Adverse Effect.
(o) The
execution, delivery and performance by each Grantor of this Agreement and each other Transaction Document to which such Grantor is a party
(i) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (ii) do not and will
not contravene its charter or by-laws, limited liability company or operating agreement, certificate of partnership or partnership agreement,
as applicable, or any applicable law or any contractual restriction binding on such Grantor or its properties, (iii) do not and will not
result in or require the creation of any Lien (other than pursuant to any Transaction Document) upon or with respect to any of its assets
or properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal
of any material permit, license, authorization or approval applicable to it or its operations or any of its assets or properties.
(p) This
Agreement and each of the other Transaction Documents to which any Grantor is or will be a party, when delivered, will be a legal, valid
and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless
of whether enforcement is sought in equity or at law).
SECTION 5. Covenants
as to the Collateral. So long as any of the Obligations shall remain outstanding (other than contingent indemnification obligations
to the extent no claim giving rise thereto has been asserted), unless the Collateral Agent shall otherwise consent in writing:
(a) Further
Assurances. Each Grantor will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments
and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect and protect the security
interest of the Collateral Agent created hereby; (ii) enable the Collateral Agent to exercise and enforce his rights and remedies hereunder
in respect of the Collateral, including, without limitation, the Controlled Accounts; or (iii) otherwise effect the purposes of this Agreement,
including, without limitation: (A) marking conspicuously all Chattel Paper and each License and, at the request of the Collateral Agent,
each of its Records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating
that such Chattel Paper, License or Collateral is subject to the security interest created hereby, (B) delivering and pledging to the
Collateral Agent each Promissory Note, Security (subject to the limitations set forth in Section 2), Chattel Paper or other Instrument,
now or hereafter owned by any Grantor, duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and
substance satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if any, that any Grantor’s signature is
required thereon) or authenticating the filing of, such financing or continuation statements, or amendments thereto, as may be necessary
or that the Collateral Agent may reasonably request in order to perfect and preserve the security interest created hereby, (D) furnishing
to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports
in connection with the Collateral in each case as the Collateral Agent may reasonably request, all in reasonable detail, (E) if any Collateral
shall be in the possession of a third party, notifying such Person of the Collateral Agent’s security interest created hereby and
obtaining a written acknowledgment from such Person, in form and substance reasonably satisfactory to the Collateral Agent, that such
Person holds possession of the Collateral for the benefit of the Collateral Agent (for the benefit the Noteholders), (F) if at any time
after the date hereof, any Grantor acquires or holds any Commercial Tort Claim, promptly notifying the Collateral Agent in a writing signed
by such Grantor setting forth a brief description of such Commercial Tort Claim and granting to the Collateral Agent a security interest
therein and in the proceeds thereof, which writing shall incorporate the provisions hereof and shall be in form and substance satisfactory
to the Collateral Agent, (G) upon the acquisition after the date hereof by any Grantor of any motor vehicle or other Equipment subject
to a certificate of title or ownership (other than a motor vehicle or Equipment that is subject to a purchase money security interest)
that constitutes Collateral, causing the Collateral Agent to be listed as the lienholder on such certificate of title or ownership and
delivering evidence of the same to the Collateral Agent in accordance with Section 5(j) hereof; and (H) taking all actions required
by the Code or by other law, as applicable, in any relevant Code jurisdiction or by other law as applicable in any foreign jurisdiction,
in each case with respect to the security interest created hereby.
(b) Location
of Collateral. Each Grantor will keep the Collateral (except for Collateral in the possession of such Grantor’s employees or
agents or out for repair, in each case, in the ordinary course of business) (i) at the locations specified therefor on Schedule III
hereto (except with respect to Inventory, Goods and Equipment with a fair market value of less than $50,000), (ii) at such other locations
set forth on Schedule III, or (iii) at such other locations in the United States, provided that the Grantors shall give the Collateral
Agent written notice 30 days prior to any change in the location of any material Collateral or upon the acquisition of any material Collateral
to be kept at such other locations.
(c) Condition
of Equipment. Each Grantor will maintain or cause to be maintained and preserved in good condition, repair and working order, ordinary
wear and tear excepted, the Equipment (necessary or material to its business) and will forthwith, or in the case of any loss or damage
to any Equipment of any Grantor within a commercially reasonable time after the occurrence thereof, make or cause to be made all repairs,
replacements and other improvements in connection therewith which are necessary or material to the conduct of its business. Any Grantor
will promptly furnish to the Collateral Agent a statement describing in reasonable detail any such loss or damage in excess of $100,000
per occurrence to any Equipment.
(d) Taxes,
Etc. Each Grantor agrees to pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed
upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent (i)
the validity thereof is being contested in good faith by proper proceedings with respect to which adequate reserves in accordance with
GAAP have been set aside for the payment thereof or (ii) that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.
(e) Insurance.
(i) Each
Grantor will, at its own expense, maintain insurance (including, without limitation, comprehensive general liability, hazard, cybersecurity
and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business,
in such amounts and covering such risks, in such form and with responsible and reputable insurance companies or associations as is required
by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice
by companies in similar businesses similarly situated and in any event, in amount, adequacy and scope reasonably satisfactory to the Collateral
Agent (it being agreed that the insurance maintained by the Grantors as of the Closing Date is reasonably satisfactory to the Collateral
Agent). Any Grantor will also execute and deliver such additional documents as reasonably requested by the Collateral Agent for Collateral
Agent to maintain his security interest in such insurance.
(ii) To
the extent requested by the Collateral Agent after the occurrence and during the continuance of an Event of Default, each such policy
for liability insurance shall provide for all losses to be paid on behalf of the Collateral Agent and any Grantor as their respective
interests may appear, and each policy for property damage insurance shall provide for all losses to be adjusted with, and paid directly
to, the Collateral Agent. In addition to and without limiting the foregoing, to the extent requested by the Collateral Agent at any time
and from time to time, each such policy shall in addition (A) name the Collateral Agent as an additional insured party and/or loss payee,
as applicable, thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as its interests may appear
and (B) provide that at least 30 days’ prior written notice of cancellation, lapse, expiration or other adverse change shall be
given to the Collateral Agent by the insurer. Any Grantor will, if so requested by the Collateral Agent, deliver to the Collateral Agent
original or duplicate policies of such insurance (including certificates demonstrating compliance with this Section 5(e)).
(iii) Reimbursement
under any liability insurance maintained by any Grantor pursuant to this Section 5(e) may be paid directly to the Person who
shall have incurred liability covered by such insurance.
(iv) Notwithstanding
anything to the contrary in subsection 5(e)(iii) above, following and during the continuance of an Event of Default, all insurance payments
in respect of each Grantor’s properties and business shall be paid to the Collateral Agent and applied as specified in Section
7(b) hereof.
(f) Provisions
Concerning the Accounts and the Licenses.
(i) Each
Grantor will (A) give the Collateral Agent at least 15 days’ prior written notice of any change in such Grantor’s name, identity
or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule
I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof
such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives
of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records.
(ii) Each
Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, amounts due or to become
due under the Accounts in manner consistent with past practice. In connection with such collections, any Grantor may (and, at the Collateral
Agent’s direction after the occurrence and during the continuance of an Event of Default, will) take such action as any Grantor
(or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) may deem necessary or advisable to
enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at
any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any
Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of
all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or his designated agent and, upon such notification,
and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust,
settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt
by any Grantor, after the occurrence and during the continuance of an Event of Default, of a notice from the Collateral Agent that the
Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account
Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds
(including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral
Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over
to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b)
hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account
Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event
of Default, the Collateral Agent may (in his sole and absolute discretion) direct any or all of the banks and financial institutions with
which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits
the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent
shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and
other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall
be applied as specified in accordance with Section 7(b) hereof.
(g) [Reserved].
(h) Intellectual
Property.
(i) If
applicable, each Grantor shall duly execute and deliver the applicable Intellectual Property Security Agreement. Each Grantor (either
itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Intellectual
Property in full force and effect, including, without limitation, using the proper statutory notices, numbers and markings (relating to
patent, trademark and copyright rights) and using the Trademarks on each applicable trademark class of goods in order to so maintain the
Trademarks in full force and free from any claim of abandonment for non-use, and each Grantor will not (nor permit any licensee thereof
to) do any act or knowingly omit to do any act whereby any Intellectual Property may become abandoned, cancelled or invalidated; provided,
however, that so long as no Event of Default has occurred and is continuing, no Grantor shall have an obligation to use or to maintain
any Intellectual Property (A) that relates solely to any product or work, that is no longer necessary or material and has been, or is
in the process of being, discontinued, abandoned or terminated in the ordinary course of business and consistent with the exercise of
reasonable business judgment, (B) that is being replaced with Intellectual Property substantially similar to the Intellectual Property
that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such Intellectual Property does not materially
adversely affect the validity of such replacement Intellectual Property and so long as such replacement Intellectual Property is subject
to the Lien created by this Agreement and does not have a material adverse effect on the business of any Grantor or (C) that is substantially
the same as another Intellectual Property that is in full force, so long the failure to use or maintain such Intellectual Property does
not materially adversely affect the validity of such replacement Intellectual Property and so long as such other Intellectual Property
is subject to the Lien and security interest created by this Agreement and does not have a material adverse effect on the business of
any Grantor.
(ii) Each
Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United
States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain each registration
of the Intellectual Property and application for registration of Intellectual Property (other than the Intellectual Property described
in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits
of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other
governmental fees. If any Intellectual Property (other than Intellectual Property described in the proviso to the second sentence of subsection
(i) of this clause (h)) is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, each Grantor
shall (x) upon learning of such infringement, misappropriation, dilution or other violation, promptly notify the Collateral Agent and
(y) shall use commercially reasonable efforts to protect, preserve and enforce, as it shall deem appropriate, its rights to such Intellectual
Property. Each Grantor shall furnish to the Collateral Agent from time to time upon its reasonable request statements and schedules further
identifying and describing the Intellectual Property and Licenses and such other reports in connection with the Intellectual Property
and Licenses as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent,
following receipt by the Collateral Agent of any such statements, schedules or reports, each Grantor shall modify this Agreement by amending
Schedule II hereto, as the case may be, to include any Intellectual Property and License, as the case may be, which is or hereafter becomes
part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or,
in the reasonable judgment of the Collateral Agent, desirable to subject such Intellectual Property and Licenses to the Lien and security
interest created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of
an Event of Default, no Grantor may abandon, surrender or otherwise permit any Intellectual Property to become abandoned, cancelled or
invalid without the prior written consent of the Collateral Agent, and if any Intellectual Property is infringed, misappropriated, diluted
or otherwise violated in any material respect by a third party, each Grantor will take such reasonable action as the Collateral Agent
shall deem appropriate under the circumstances to protect such Intellectual Property.
(iii) In
no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration
of any Patent, Trademark or Copyright or the United States Copyright Office or the United States Patent and Trademark Office, as applicable,
or in any similar office or agency of the United States or any country or any political subdivision thereof unless it gives the Collateral
Agent prior written notice thereof. Upon request of the Collateral Agent, any Grantor shall execute, authenticate and deliver any and
all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral
Agent’s security interest hereunder in such Intellectual Property and the General Intangibles of any Grantor relating thereto or
represented thereby, and each Grantor hereby appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate and file
all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled
with an interest) shall be irrevocable until all Obligations are Paid in Full.
(i) Pledged
Accounts.
(i) Within
(x) forty-five (45) days of written request by Collateral Agent, or (y) ten (10) Business Days upon the occurrence of an Event of
Default, each Grantor shall cause each bank and other financial institution which maintains a Controlled Account (each a “Controlled
Account Bank”) to execute and deliver to the Collateral Agent, in form and substance reasonably satisfactory to the Collateral
Agent, a Controlled Account Agreement with respect to such Controlled Account, duly executed by each Grantor and such Controlled Account
Bank. No Grantor shall create or maintain any Pledged Account without complying with the terms of this Agreement.
(ii) If
at any time after the Closing Date, the average daily balance of any Account that is not subject to a Controlled Account Agreement by
virtue of clause (iv) of the proviso to the definition of “Controlled Accounts” exceeds $25,000 during any calendar month
after the calendar month in which the Closing Date occurs, the Company shall promptly notify the Collateral Agent of same and within two
(2) Business Days following such notification, transfer to a Controlled Account an amount sufficient to reduce the total aggregate amount
of the cash in such Account to an amount not in excess of $25,000.
(j) Motor
Vehicles.
(i) Upon
the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title
or ownership for each motor vehicle owned by it, if any, with the Collateral Agent listed as lienholder, for the benefit of the Noteholders.
(ii) Each
Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of
this Agreement, upon the occurrence and during the continuance of an Event of Default, for the purpose of (A) executing on behalf of such
Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter
acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such
Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action
in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without
limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights
and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until
all of the Obligations are Paid in Full.
(iii) Any
certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle
covered thereby.
(iv) So
long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute
and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as
lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered,
and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle
is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement
of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such
sale or casualty loss shall be applied in a manner consistent with the Transaction Documents.
(k) Control.
Each Grantor hereby agrees to take any or all action that may be necessary or that the Collateral Agent may reasonably request in order
for the Collateral Agent to obtain “control” in accordance with Sections 9-105 through 9-107 of the Code with respect to the
following Collateral: (i) Electronic Chattel Paper, (ii) Investment Property, and (iii) Letter-of-Credit Rights.
(l) Inspection
and Reporting. Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such professionals or other
Persons as the Collateral Agent may designate (at Grantors’ sole cost and expense) (i) to examine and make copies of and abstracts
from any Grantor’s records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments,
Accounts, Inventory and other assets of any Grantor from time to time, and (iv) to conduct audits, physical counts, appraisals and/or
valuations, examinations at the locations of any Grantor; provided, that absent the occurrence and continuance of an Event of Default,
the Collateral Agent may not exercise such rights more than once per calendar year. Each Grantor shall also permit the Collateral Agent,
or any agent or representatives thereof or such attorneys, accountants or other professionals or other Persons as the Collateral Agent
may designate to discuss such Grantor’s affairs, finances and accounts with any of its directors, officers, managerial employees,
independent accountants or any of its other representatives; provided, that absent the occurrence and continuance of an Event of Default,
the Collateral Agent may not exercise such rights more than once per calendar year. Without limiting the foregoing, the Collateral Agent
may, at any time upon the occurrence and during the continuance of an Event of Default, in the Collateral Agent’s own name, in the
name of a nominee of the Collateral Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with
the Account Debtors of such Grantor, parties to contracts with such Grantor and/or obligors in respect of Instruments of such Grantor
to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter relating
to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other receivables.
(m) Future
Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary (other than an Excluded Subsidiary), simultaneously with
the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary
to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules
to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of
a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary
to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral
Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with
undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation
and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred
to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local
or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance
reasonably acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall reasonably request
with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes
the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule
delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral.
(n) Promissory
Notes and Other Instruments. To the extent that any Accounts shall become evidenced by a Promissory Note or other Instruments, the
Grantor shall promptly deliver such Promissory Note or other Instrument to the Collateral Agent, duly endorsed to the Collateral Agent
in a manner reasonably satisfactory to the Collateral Agent.
SECTION 6. Additional
Provisions Concerning the Collateral.
(a) To
the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary
or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent, following the occurrence
and during the continuance of an Event of Default, to execute any such agreements, instruments or other documents in such Grantor’s
name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes
the Collateral Agent at any time and from time to time to file, one or more financing or continuation statements, and amendments thereto,
relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as “all
assets” or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type
or in any other manner as the Collateral Agent may determine regardless of whether any particular asset of such Grantor falls within the
scope of Article 9 of the Code or whether any particular asset of such Grantor constitutes part of the Collateral, and (B) contain any
other information required by Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation
statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor) and (iii) ratifies such authorization to the extent that the Collateral Agent has filed
any such financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted
by law.
(b) Each
Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead
of such Grantor and in the name of such Grantor or otherwise, solely upon the occurrence and during the continuance of an Event of Default,
to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation, (i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant
to Section 5(e) hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for
moneys due and to become due under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts or other instruments,
documents and chattel paper in connection with clause (i) or (ii) above, (iv) to file any claims or take any action or institute any proceedings
which the Collateral Agent may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of
the Collateral Agent and the Noteholders with respect to any Collateral, (v) to execute assignments, licenses and other documents to enforce
the rights of the Collateral Agent and the Noteholders with respect to any Collateral, and (vi) to verify any and all information with
respect to any and all Accounts. This power is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full.
(c) For
the purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall be
lawfully entitled to exercise such rights and remedies and shall be entitled to exercise such rights and remedies pursuant to the terms
hereof, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive
license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license reasonable access
to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout
thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Securities Purchase Agreement
that limit the right of any Grantor to dispose of its property, and Section 5(g) and Section 5(h) hereof, so long as no
Event of Default shall have occurred and be continuing, any Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell,
dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business and as otherwise expressly
permitted by any of the other Transaction Documents. In furtherance of the foregoing, unless an Event of Default shall have occurred and
be continuing, the Collateral Agent shall from time to time, upon the request of any Grantor, execute and deliver any instruments, certificates
or other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor’s judgment)
to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any
Intellectual Property). Further, upon the Payment in Full of all of the Obligations, the Collateral Agent (subject to Section 10(e)
hereof) shall release and reassign to any Grantor all of the Collateral Agent’s right, title and interest in and to the Intellectual
Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies hereunder
by the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by each Grantor
in accordance with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from any claims, causes of
action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral Agent under
the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent’s gross negligence
or willful misconduct, as determined by a final determination of a court of competent jurisdiction.
(d) If
any Grantor fails to perform any agreement or obligation contained herein, the Collateral Agent may himself perform, or cause performance
of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the expenses of the Collateral Agent incurred
in connection therewith shall be payable by such Grantor pursuant to Section 8 hereof and shall be secured by the Collateral.
(e) The
powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty
upon him to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral.
(f) Anything
herein to the contrary notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise with respect to any of the
Collateral to the extent set forth therein to perform all of its obligations thereunder to the same extent as if this Agreement had not
been executed, (ii) the exercise by the Collateral Agent of any of his rights hereunder shall not release any Grantor from any of its
obligations under the Licenses or otherwise in respect of the Collateral, and (iii) the Collateral Agent shall not have any obligation
or liability by reason of this Agreement under the Licenses or with respect to any of the other Collateral, nor shall the Collateral Agent
be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.
(g) As
long as no Event of Default shall have occurred and be continuing and until written notice (which may be concurrent with the exercise
of Collateral Agent’s remedies under Section 7 or otherwise) shall be given to the applicable Grantor:
(i) Each
Grantor shall have the right, from time to time, to vote and give consents with respect to the Pledged Equity, or any part thereof for
all purposes not inconsistent with the provisions of this Agreement, the Securities Purchase Agreement or any other Transaction Document;
provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing
the position or interest of the Collateral Agent in respect of the Pledged Equity.
(h)
As long as no Event of Default shall have occurred and be continuing and until written notice (which may be concurrent with the exercise
of Collateral Agent’s remedies under Section 7 or otherwise) shall be given to the applicable Grantor, each Grantor shall
be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged
Equity to the extent not in violation of the Securities Purchase Agreement; provided, however, that until actually paid all rights to
such distributions shall remain subject to the Lien created by this Agreement; and
(i) All
dividends and interest and all other distributions in respect of any of the Pledged Equity, in each case, not paid in cash, whenever paid
or made, shall be delivered to the Collateral Agent to hold as Pledged Equity and shall, if received by any Grantor, be received in trust
for the benefit of the Collateral Agent (for the benefit the Noteholders), be segregated from the other property or funds of such Grantor,
and be forthwith delivered to the Collateral Agent as Pledged Equity in the same form as so received (with any necessary endorsement).
SECTION 7. Remedies
Upon Event of Default; Application of Proceeds. If any Event of Default shall have occurred and be continuing:
(a) The
Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, in any other
Transaction Document or otherwise available to him, all of the rights and remedies of a secured party upon default under the Code (whether
or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation,
transfer into the Collateral Agent’s name or into the name of his nominee or nominees (to the extent the Collateral Agent has not
theretofore done so) and thereafter receive, for the benefit of the Noteholders, all payments made thereon, give all consents, waivers
and ratifications in respect thereof and otherwise act with respect thereto as though he were the outright owner thereof, (ii) require
each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble
all or part of its respective Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place
or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into
and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable
period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor
in respect of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the
Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale (including, without
limitation, by credit bid), at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and
at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or
dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees
that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’
notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective
Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other
disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Noteholders arising
by reason of the fact that the price at which its respective Collateral may have been sold at a private sale was less than the price which
might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts
the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have
to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges
that (i) any such sale of its respective Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent
may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses
(i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing,
(1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor
shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such
notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon
10 days’ prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive
basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the
Collateral Agent shall in its sole discretion determine; and (3) the Collateral Agent may, at any time, pursuant to the authority granted
in Section 6 hereof or otherwise (such authority being effective upon the occurrence and during the continuance of an Event of
Default), execute and deliver on behalf of such Grantor, one or more instruments of assignment of the Intellectual Property (or any application
or registration thereof), in form suitable for filing, recording or registration in any country.
(b) Any
cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale or disposition
of or collection from, or other realization upon, all or any part of the Collateral shall be applied as follows (subject to the provisions
of the Securities Purchase Agreement): first, to pay any fees, indemnities or expense reimbursements then due to the Collateral
Agent (including those described in Section 8 hereof); second, to pay any fees, indemnities or expense reimbursements then
due to the Noteholders, on a pro rata basis; third to pay interest due under the Notes owing to the Noteholders, on a pro rata
basis; fourth, to pay or prepay principal in respect of the Notes, whether or not then due, owing to the Noteholders, on a pro
rata basis; fifth, to pay or prepay any other Obligations, whether or not then due, in such order and manner as the Collateral
Agent shall elect, consistent with the provisions of the Securities Purchase Agreement and the other Transaction Documents. Any surplus
of such cash or Cash Proceeds held by the Collateral Agent and remaining after the Payment in Full of all of the Obligations shall be
paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.
(c) In
the event that the proceeds of any such sale, disposition, collection or realization are insufficient to pay all amounts to which the
Collateral Agent and the Noteholders are legally entitled, each Grantor shall be, jointly and severally, liable for the deficiency, together
with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall
be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other charges of any attorneys
employed by the Collateral Agent to collect such deficiency.
(d) To
the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor
acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by
the Collateral 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, (ii) to fail to 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, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated
on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors
and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to
advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized
nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all
or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether
or not the Collateral is of a specialized nature, (viii) to 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, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession
or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection
or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral,
or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants,
attorneys and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor
acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by the Collateral
Agent would be commercially reasonable in the Collateral Agent’s exercise of remedies against the Collateral and that other actions
or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this section.
Without limitation upon the foregoing, nothing contained in this section shall be construed to grant any rights to any Grantor or to impose
any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of
this section.
(e) The
Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement
and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the
extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral
which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations
is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the
benefits of all such laws.
SECTION 8. Indemnity
and Expenses.
(a) Each
Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent, each Noteholder and all of their respective
shareholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’
agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this
Agreement) harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses
(including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s counsel) as a result
of, arising out of, or relating to this Agreement (including, without limitation, enforcement of this Agreement) (the “Indemnified
Liabilities”), except to the extent resulting from such Person’s gross negligence or willful misconduct, as determined
by a final judgment of a court of competent jurisdiction no longer subject to appeal. To the extent that the foregoing undertaking by
any Grantor hereunder may be unenforceable for any reason, such Grantor shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities that is permissible under applicable law. Except as otherwise set forth herein, the mechanics and
procedures with respect to the rights and obligations under this Section 8(a) shall be the same as those set forth in Section 6
of the Registration Rights Agreement.
(b) Each
Grantor agrees, jointly and severally, to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including
the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including, without
limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection
with (i) the execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement,
(ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii)
the exercise or enforcement of any of the rights of the Collateral Agent hereunder, or (iv) the failure by any Grantor to perform or observe
any of the provisions hereof.
SECTION 9. Notices,
Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, first-class
postage prepaid and return receipt requested), telecopied, e-mailed or delivered, if to any Grantor, to the Company’s address, or
if to the Collateral Agent or any Noteholder, to him, her or it at his, her or its respective address, each as set forth in Section 9(f)
of the Securities Purchase Agreement; or as to any such Person, at such other address as shall be designated by such Person in a written
notice to all other parties hereto complying as to delivery with the terms of this Section 9. All such notices and other communications
shall be effective (a) if sent by certified mail, return receipt requested, when received or three (3) Business Days after deposited in
the mails, whichever occurs first, (b) if telecopied or e-mailed, when transmitted (during normal business hours) and confirmation is
received, and otherwise, the day after the notice or communication was transmitted and confirmation is received, or (c) if delivered in
person, upon delivery. For the avoidance of doubt, each Foreign Subsidiary that is a Grantor hereby appoints the Company as its agent
for receipt of service of process and all notices and other communications in the United States at the address specified below.
SECTION 10. Miscellaneous.
(a) No
amendment of any provision of this Agreement shall be effective unless it is in writing and signed by each Grantor and the Collateral
Agent (and approved by the Required Holders), and no waiver of any provision of this Agreement, and no consent to any departure by each
Grantor therefrom, shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent (and approved by the
Required Holders), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given. No amendment, modification or waiver of this Agreement shall be effective to the extent that it (1) applies to fewer than
all of the holders of Notes or (2) imposes any obligation or liability on any holder of Notes without such holder’s prior written
consent (which may be granted or withheld in such holder’s sole discretion).
(b) No
failure on the part of the Collateral Agent to exercise, and no delay in exercising, any right reasonably hereunder or under any of the
other Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right reasonably preclude
any other or further exercise thereof or the exercise of any other right. The rights and remedies of the Collateral Agent or any Noteholder
provided herein and in the other Transaction Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law. The rights of the Collateral Agent or any Noteholder under any of the other Transaction Documents against any party thereto
are not conditional or contingent on any attempt by such Person to exercise any of its rights under any of the other Transaction Documents
against such party or against any other Person, including but not limited to, any Grantor.
(c) Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.
(d) This
Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until Payment in
Full of the Obligations, and (ii) be binding on each Grantor and all other Persons who become bound as debtor to this Agreement in accordance
with Section 9-203(d) of the Code and shall inure, together with all rights and remedies of the Collateral Agent and the Noteholders hereunder,
to the benefit of the Collateral Agent and the Noteholders and their respective permitted successors, transferees and assigns. Without
limiting the generality of clause (ii) of the immediately preceding sentence, without notice to any Grantor, the Collateral Agent and
the Noteholders may assign or otherwise transfer their rights and obligations under this Agreement and any of the other Transaction Documents
(solely to the extent expressly permitted pursuant to the other Transaction Documents), to any other Person and such other Person shall
thereupon become vested with all of the benefits in respect thereof granted to the Collateral Agent and the Noteholders herein or otherwise.
Upon any such assignment or transfer, all references in this Agreement to the Collateral Agent or any such Noteholder shall mean the assignee
of the Collateral Agent or such Noteholder. None of the rights or obligations of any Grantor hereunder may be assigned or otherwise transferred
without the prior written consent of the Collateral Agent, and any such assignment or transfer without such consent of the Collateral
Agent shall be null and void.
(e) Upon
the Payment in Full of the Obligations, (i) this Agreement and the security interests created hereby shall terminate and all rights to
the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the Collateral Agent will,
upon any Grantor’s request and at such Grantor’s expense, (A) return to such Grantor such of the Collateral as shall not have
been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to such Grantor such documents
as such Grantor shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.
If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Transaction
Documents, then any security interests created by this Agreement on such Collateral (but not as to the Proceeds of the sale of such Collateral)
shall automatically terminate subject to the other provisions hereof, and Collateral Agent will, upon any Grantor’s request and
at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence
such termination, all without any representation, warranty or recourse whatsoever. Notwithstanding the foregoing, to the extent that any
payment received by the Collateral Agent or any Noteholder on account of the Obligations (from whatever source and whether before, after
or arising out of any enforcement or exercise of rights) is subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to any Grantor, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause
of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied this Agreement
and the Liens granted hereunder shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.
(f) Governing
Law; Jurisdiction; Jury Trial.
(i) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
(ii) Each
Grantor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents
or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof to such party at the address for such notices to it under Section 9(f) of the Securities Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in anyway any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
the Collateral Agent or the Noteholders from bringing suit or taking other legal action against any Grantor in any other jurisdiction
to collect on a Grantor’s obligations or to enforce a judgment or other court ruling in favor of the Collateral Agent or a Noteholder.
(iii) WAIVER
OF JURY TRIAL, ETC. EACH GRANTOR IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
(iv) Each
Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding referred
to in this Section any special, exemplary, indirect, incidental, punitive or consequential damages.
(g) Section
headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
(h) This
Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall
be deemed to be an original, but all of which taken together constitute one and the same Agreement. Delivery of any executed counterpart
of a signature page of this Agreement by pdf, facsimile or other electronic transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.
(i) This
Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is
rescinded or must otherwise be returned by the Collateral Agent, any Noteholder or any other Person (upon (i) the occurrence of any Insolvency
Proceeding of any of the Company or any Grantor or (ii) otherwise, in all cases as though such payment had not been made).
SECTION 11. Material
Non-Public Information. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Agreement, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating
to the Company or any of its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose
such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice
contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Collateral
Agent and any applicable Noteholder contemporaneously with delivery of such notice, and in the absence of any such indication, the Collateral
Agent and each Noteholder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public
information relating to the Company or its Subsidiaries. The foregoing shall not apply to notices or other information provided by the
Company or any of its Subsidiaries to the Collateral Agent that may constitute material, non-public information relating to the Company
or any of its Subsidiaries that the Collateral Agent agrees in writing to receive, with the understanding that such information shall
not be publicly disclosed under this Section 11. Nothing contained in this Section 11 shall limit any obligations of the
Company or any rights of the Collateral Agent or any Noteholder, under Section 4(k) of the Securities Purchase Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each Grantor
has caused this Agreement to be executed and delivered by its officer thereunto duly authorized, as of the date first above written.
| |
GRANTORS: |
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|
| |
IPSIDY, INC. |
| |
|
| |
By: |
/s/ Stuart Stoller |
| |
Name: |
Stuart Stoller |
| |
Title: |
Chief Financial Officer |
| |
|
| |
FIN HOLDINGS INC. |
| |
|
| |
By: |
/s/ Stuart Stoller |
| |
Name: |
Stuart Stoller |
| |
Title: |
Chief Financial Officer |
| |
|
| |
INNOVATION IN MOTION, INC. |
| |
|
| |
By: |
/s/ Stuart Stoller |
| |
Name: |
Stuart Stoller |
| |
Title: |
Chief Financial Officer |
| |
|
| |
ID SOLUTIONS, INC. |
| |
|
| |
By: |
/s/ Stuart Stoller |
| |
Name: |
Stuart Stoller |
| |
Title: |
Chief Financial Officer |
[Signature Page to Security Agreement –
Ipsidy (March 2022)]
| COLLATERAL AGENT: |
|
| |
|
| STEPHEN GARCHIK |
|
| |
|
| /s/ Stephen Garchik |
|
[Signature Page to Security Agreement –
Ipsidy (March 2022)]
EXHIBIT A
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
This INTELLECTUAL PROPERTY
SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP Security Agreement”),
dated [_____________], is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in
favor of Stephen Garchik, in his capacity as collateral agent (the “Collateral Agent”) for the Noteholders. All capitalized
terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).
WHEREAS, Ipsidy, Inc., a Delaware
corporation (the “Company”), and each party listed as a “Buyer” therein (collectively, the “Buyers”)
are parties to that certain Securities Purchase Agreement, dated March 21, 2022, pursuant to which the Company shall be required to sell,
and the Buyers shall purchase or have the right to purchase, the Notes (as defined therein) issued pursuant thereto (as such Notes may
be amended, modified, supplemented, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively,
the “Notes”);
WHEREAS, it is a condition
precedent to the purchase of the Notes under the Securities Purchase Agreement that each Grantor has executed and delivered that certain
Security and Pledge Agreement, dated March 21, 2022, made by the Grantors to the Collateral Agent (as amended, modified, supplemented,
renewed, restated or replaced from time to time, the “Security Agreement”); and
WHEREAS, under the terms of
the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders,
a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to
execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other
governmental authorities, as applicable.
WHEREAS, the Grantors have
determined that the execution, delivery and performance of this IP Security Agreement directly benefits, and is in the best interest of,
the Grantors.
NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Grantor
agrees with the Collateral Agent, for the benefit of the Noteholders, as follows
SECTION 1. Grant of
Security. Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Collateral Agent and the Noteholders a
security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”):
(i) the
Patents and Patent applications set forth in Schedule A hereto;
(ii) the
Trademark and service mark registrations and applications set forth in Schedule B hereto(provided that no security interest shall
be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant
of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable
federal law), together with the goodwill symbolized thereby;
(iii) all
Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright
registrations and applications and exclusive copyright licenses set forth in Schedule C hereto;
(iv) all
reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights
in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other
rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(v) any
and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse
or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover,
such damages; and
(vi) any
and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting
obligations relating to, any and all of the Collateral of or arising from any of the foregoing.
SECTION 2. Security
for Obligations. The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the
payment of all Obligations of such Grantor now or hereafter existing under or in respect of the Notes and the Transaction Documents, whether
direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.
SECTION 3. Recordation.
Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks
and any other applicable government officer record this IP Security Agreement.
SECTION 4. Execution
in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same agreement.
SECTION 5. Grants, Rights
and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each
Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the
Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which
are incorporated herein by reference as if fully set forth herein.
SECTION 6. Governing
Law; Jurisdiction; Jury Trial.
(i) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
(ii) Each
Grantor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents
or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof to such party at the address for such notices to it under Section 9(f) of the Securities Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to
preclude the Collateral Agent or the Noteholders from bringing suit or taking other legal action against any Grantor in any other jurisdiction
to collect on a Grantor’s obligations or to enforce a judgment or other court ruling in favor of the Collateral Agent or a Noteholder.
(iii) WAIVER
OF JURY TRIAL, ETC. EACH GRANTOR IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
(iv) Each
Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding referred
to in this Section any special, exemplary, indirect, incidental, punitive or consequential damages.
[The remainder of the page is intentionally left
blank]
IN WITNESS WHEREOF, each Grantor has caused this
Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
| |
[GRANTOR] |
| |
|
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By: |
|
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Name: |
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Title: |
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|
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Address for Notices: |
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[INSERT GRANTOR ADDRESS] |
[Signature Page to IP Security Agreement]
Schedule A
Patents
| Grantor | | |
Country | | |
Title | | |
Application or
Patent No. | | |
Application
or
Registration
Date | | |
Assignees | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
Schedule B
Trademarks
| Grantor | | |
Country | | |
Title | | |
Application or
Patent No. | | |
Application
or
Registration
Date | | |
Assignees | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
Schedule C
Copyrights
SCHEDULE I
Legal Names; Organizational Identification
Numbers;
States or Jurisdiction of Organization
| Grantor’s Name | | |
State of
Organization | | |
Federal Employer
I.D. | | |
Organizational I.D. | |
| | | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | |
Changes during the five (5) year period prior
to the Closing Date
SCHEDULE II
Patents
| Grantor | | |
Country | | |
Title | | |
Application or
Patent No. | | |
Application
or
Registration
Date | | |
Assignees | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
Trademarks
| Grantor | | |
Country | | |
Trademark | | |
Trademark
No. | | |
Filing
Date | | |
Publication
Date | | |
Registration
Date | | |
Assignees | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Copyrights
Licenses -
| Licensor | | |
Licensee | | |
| | |
Type | | |
Scope | | |
Term | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
SCHEDULE III
Locations
| Grantor | | |
Chief Executive
Office | | |
Chief Place of
Business | | |
Books and
Records | | |
Inventory,
Equipment, Etc. | |
| | | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | |
SCHEDULE IV
Promissory Notes, Pledged Equity, Controlled
Accounts
Pledged Equity
| Grantor | | |
Name of Issuer/
Pledged Entity | | |
Description | | |
Class | | |
Certificate
No.(s) | |
| | | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | |
| | | | |
| | | |
| | | |
| | | |
| | |
Controlled Accounts
| Grantor | | |
Name and Address of Institution | | |
Account No. | |
| | | | |
| | | |
| | |
| | | | |
| | | |
| | |
Foreign Currency Controlled Accounts
SCHEDULE V
Financing Statements
| Grantor | | |
Jurisdiction for Filing Financing Statement | |
| | | | |
| | |
| | | | |
| | |
| | | | |
| | |
| | | | |
| | |
SCHEDULE VI
Commercial Tort Claims
SCHEDULE VII
Permitted Liens
