Common use of DESCRIPTION OF COLLATERAL Clause in Contracts

DESCRIPTION OF COLLATERAL. The Collateral, as defined in the Loan ------------------------- Agreement, includes, without limitation, the following items and types of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its right, title and interest in and to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in all of its right, title and interest in and to the Principal Agreements, and all proceeds thereof.

DESCRIPTION OF COLLATERAL. The Collateral, as defined in the Loan ------------------------- Agreement, includes, without limitation, Collateral includes all of the following items and types of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of titlepersonal property, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters leasehold interests and other property described below: (a) all goods now or hereafter comprising part of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, the inventory of the Debtor and all interests, rights and benefits, both present and future Liens, security interests, rights, insurance, remedies, title and interest in, of the Debtor in or to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (inventory including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of goods now or hereafter held for sale or lease or furnished or to any be furnished under a contract of service or that are raw materials, work in process or materials used or consumed in a business or profession or finished goods; (b) all equipment now or hereafter owned by the Debtor and all interests, rights and benefits, both present and future, of the foregoingDebtor in or to equipment including, without limitation, office, warehouse and other furniture, fixtures, machinery, tools, rolling stock, vehicles, accessories, spare parts, supplies and other tangible personal property; (c) all interestfixtures now or hereafter owned by the Debtor and all interests, incomerights and benefits, dividendsboth present and future, distributions of the Debtor in or to fixtures; (d) all chattel paper now or hereafter owned or held by the Debtor and earnings thereon all interests, rights and benefits, both present and future, of the Debtor in, under or other monies to chattel paper; (e) each and every document of title now or revenues derived therefromhereafter owned by the Debtor or of which the Debtor is or becomes a holder, whether negotiable or non-negotiable, including, without limitation, each and every warehouse receipt and xxxx of lading, and all moneys interests, rights and benefits, both present and future, of the Debtor in, under or to each and every document of title; (f) each and every instrument now or hereafter owned by the Debtor or of which the Debtor is or becomes a holder, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every instrument; (g) each and every security now or hereafter owned by the Debtor or of which the Debtor is or becomes a holder including, without limitation, all shares, stocks, warrants, bonds, debentures, debenture stock or the like issued by a corporation or other person, or a partnership, association or government, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every security; (h) all money of the Debtor and all money hereafter acquired by the Debtor and each and every account, debt, claim and demand of every nature and kind which is now due, owing or accruing due or which may hereafter become payable due, owing or accruing due to the Debtor, or which the Debtor now has or may hereafter have and all interests, rights and benefits, both present and future of the Debtor in or to each and every account, debt, claim and demand including, without limitation, claims against the Crown and claims under insurance policies; (i) all patents, industrial designs, trade-marks, trade secrets and know-how including without limitation, environmental technology and biotechnology, confidential information, trade-names, goodwill, copyrights, personality rights, plant breeders’ rights, integrated circuit topographies, software and all other forms of intellectual and industrial property, and any policy insuring registrations and applications for registration of any of the foregoing or otherwise required (collectively, “Intellectual Property”); (j) each and every lease, agreement to be maintained hereunder (including lease and leasehold interest of the return of unearned premiums); Debtor and all products interests, rights and proceeds benefits, both present and future, of the foregoing. In the event and Debtor, in, under or to the extent requested same, except the last day of any term of years reserved by any such lease or agreement therefor of which reversion of one day the Debtor shall stand possessed upon trust to assign and dispose of the same as the Secured Party under Section 2.13 shall direct; (k) each and every intangible now or hereafter owned by the Debtor or of which the Loan Agreement, Borrower shall pledge and grant Debtor is or becomes a security interest in its right, title and interest in and to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in all of its right, title and interest in and to the Principal Agreementsholder, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every intangible; (l) with respect to the property described in each of subparagraphs 2. (a) to 2.(k) inclusive, all substitutions and replacements thereof, improvements, increases, additions and accessions thereto and all interests, rights and benefits, both present and future, of the Debtor in, under or to the same; (m) with respect to the property described in each of subparagraphs 2. (a) to 2.(l) inclusive, identifiable or traceable personal property in any form derived directly or indirectly from any dealing with such property or the proceeds therefrom and includes any payment representing indemnity or compensation for loss of or damage to such property or proceeds therefrom; and (n) with respect to the property described in each of subparagraphs 2. (a) to 2.(m) inclusive, all books, accounts, invoices, letters, deeds, contracts, security, securities, instruments, bills, notes, writings, papers, documents and records in any form evidencing or relating thereto, and all other rights and benefits to which the Debtor is now or may hereafter become entitled in respect thereof.

DESCRIPTION OF COLLATERAL. The Collateral, as defined in Collateral of the Loan ------------------------- Agreement, includes, without limitation, Debtor includes all of the following items personal property and types of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all of the leasehold interests and other property described in paragraph 2(j) below: (a) all goods now or hereafter comprising part of the inventory of the Debtor and all interests, rights and benefits, both present and future Liens, security interests, rights, insurance, remedies, title and interest in, of the Debtor in or to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (inventory including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of goods now or hereafter held for sale or lease or furnished or to any be furnished under a contract of service or that are raw materials, work in process or materials used or consumed in a business or profession or finished goods; (b) all goods which are not inventory or consumer goods now or hereafter owned by the Debtor and all interests, rights and benefits, both present and future, of the foregoingDebtor in or to such goods including, without limitation, all interestequipment, incomeoffice, dividendswarehouse and other furniture, distributions fixtures, machinery, tools, rolling stock, motor vehicles, accessories, spare parts, supplies and earnings thereon other tangible personal property; (c) all fixtures now or other monies hereafter owned by the Debtor and all interests, rights and benefits, both present and future, of the Debtor in or revenues derived therefromto fixtures; (d) all chattel paper now or hereafter owned or held by the Debtor and all interests, rights and benefits, both present and future, of the Debtor in, under or to chattel paper; (e) each and every document of title now or hereafter owned by the Debtor or of which the Debtor is or becomes a holder, whether negotiable or non-negotiable, including, without limitation, each and every warehouse receipt and xxxx of lading, and all moneys interests, rights and benefits, both present and future, of the Debtor in, under or to each and every document of title; (f) each and every instrument now or hereafter owned by the Debtor or of which the Debtor is or becomes a holder, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every instrument; (g) each and every security and ownership interest now or hereafter owned by the Debtor or of which the Debtor is or becomes a holder including, without limitation, all shares, stocks, warrants, bonds, debentures, debenture stock or the like issued by a corporation or other Person, or a partnership, association or government, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every security and interest; (h) all money of the Debtor and all money hereafter acquired by the Debtor and each and every account, debt, claim and demand of every nature and kind which is now due, owing or accruing due or which may hereafter become payable due, owing or accruing due to the Debtor, or which the Debtor now has or may hereafter have and all interests, rights and benefits, both present and future of the Debtor in or to each and every account, debt, claim and demand including, without limitation, claims against the Crown and claims under insurance policies; (i) all patents, industrial designs, trademarks, trade secrets and know-how in which the Debtor now or hereafter has an interest including without limitation, confidential information, trade-names, goodwill, copyrights, personalty rights, software and all other forms of intellectual and industrial property, and any policy insuring registrations and applications for registration of any of the foregoing or otherwise required (collectively, the “Intellectual Property”); (j) each and every lease, agreement to be maintained hereunder (including lease and leasehold interest of the return of unearned premiums); Debtor and all products interests, rights and proceeds benefits, both present and future, of the foregoing. In the event and Debtor, in, under or to the extent requested same; (k) each and every intangible now or hereafter owned by the Secured Party under Section 2.13 Debtor or of which the Loan Agreement, Borrower shall pledge and grant Debtor is or becomes a security interest in its right, title and interest in and to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in all of its right, title and interest in and to the Principal Agreementsholder, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every intangible; (l) with respect to the property described in each of subparagraphs 2(a) to 2(k) inclusive, all substitutions and replacements thereof, improvements, increases, additions and accessions thereto and all interests, rights and benefits, both present and future, of the Debtor in, under or to the same; (m) with respect to the property described in each of subparagraphs 2(a) to 2(l) inclusive, identifiable or traceable personal property in any form derived directly or indirectly from any dealing with such property or the proceeds therefrom and includes any payment representing indemnity or compensation for loss of or damage to such property or proceeds therefrom; and (n) with respect to the property described in each of subparagraphs 2(a) to 2(m) inclusive, all books, accounts, invoices, letters, deeds, contracts, security, securities, instruments, bills, notes, writings, papers, documents and records in any form evidencing or relating thereto, and all other rights and benefits to which the Debtor is now or may hereafter become entitled in respect thereof.

DESCRIPTION OF COLLATERAL. The Collateral, as defined in the Loan ------------------------- Agreement, includes, without limitation, the following items and types Collateral consists of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its each Borrower’s right, title and interest in and to the Principal Agreementsfollowing: All goods and equipment as defined in the Uniform Commercial Code now owned or hereafter acquired, then Borrower shall be deemed to hereby grant a security including, without limitation, all machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in all any of its right, title and interest in and to the Principal Agreementsforegoing, and all proceeds attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located; All Inventory as defined in the Uniform Commercial Code and includes, now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returns upon any accounts or other Proceeds, , resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above; All contract rights and general intangibles now owned or hereafter acquired, including, without limitation, goodwill, trademarks, servicemarks, trade styles, trade names, patents, patent applications, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind; All Accounts as defined in the Uniform Commercial Code and includes now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Borrower arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefore, as well as all merchandise returned to or reclaimed by Borrower; All Letter-Of-Credit Rights (whether or not the letter of credit is evidenced by a writing); All documents, cash, deposit accounts, securities, securities entitlements, securities accounts, investment property, financial assets, letters of credit, certificates of deposit, instruments and chattel paper now owned or hereafter acquired and Borrower’s Books relating to the foregoing; All copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof., whether published or unpublished, now owned or hereafter acquired; all trade secret rights, including all rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired; all claims for damages by way of any past, present and future infringement of any of the foregoing; and All Supporting Obligations and all of the Borrower’s Books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and Proceeds thereof. TO: CENTRAL CLIENT SERVICE DIVISION DATE: FAX#: (000) 000-0000 TIME: FROM: CLIENT NAME (BORROWER) REQUESTED BY: AUTHORIZED SIGNER’S NAME AUTHORIZED SIGNATURE: PHONE NUMBER: FROM ACCOUNT # TO ACCOUNT # PRINCIPAL INCREASE (ADVANCE) $ PRINCIPAL PAYMENT (ONLY) $ INTEREST PAYMENT (ONLY) $ PRINCIPAL AND INTEREST (PAYMENT) $

DESCRIPTION OF COLLATERAL. The Collateralfollowing undertaking, property and assets of the Debtor will be subject to the security interest in favour of the Creditor created by this Agreement: (a) Accounts - all debts, accounts, demands, claims and choses in action which now are, or which may at any time hereafter be, due or owing to or owned by the Debtor; all securities, mortgages, bills, notes and other documents now held or owned, or which may be hereafter taken, held or owned, by or on behalf of the Debtor, in respect of the said debts, accounts, demands, claims and choses in action or any part thereof; and all books, documents and papers recording, evidencing or relating to the said debts, accounts, demands, claims and choses in action or any part thereof, all of which are herein collectively called the "Accounts"; (b) Documents - all books, accounts, invoices, letters, papers, documents and other records in any form evidencing or relating to collateral subject to the Security Interest, all of which are herein collectively called the "Documents"; (c) Documents of Title - any writing now or hereafter owned by the Debtor that purports to be issued by or addressed to a bailee and purports to cover such goods and chattels in the bailee's possession as are identified or fungible portions of an identified mass, whether such goods and chattels are Inventory or Equipment, and which writing is treated as establishing that the person in possession of such writing is entitled to receive, hold and dispose of the said writing and the goods and chattels it covers, and further, whether such writing is negotiable in form or otherwise, including bills of lading and warehouse receipts, all of which are herein collectively called the "Documents of Title"; (d) Equipment - all tools, machinery, equipment, plant, furniture, chattels, fixtures, vehicles of any kind, parts, accessories and other tangible personal property now owned or hereafter acquired by the Debtor which are not Inventory, all of which is herein collectively called the "Equipment"; (e) Instruments - all present and future bills, notes and cheques (as such are defined pursuant to the Bills of Exchange Act (Canada)), and all other writings that evidence a right to the payment of money and are of a type that in the ordinary course of business are transferred by delivery without any necessary endorsement or assignment, all of which are herein collectively called the "Instruments"; (f) Intangibles - all intangible property now owned or hereafter acquired by the Debtor and which is not Accounts including, without limitation, all customer lists, contractual rights, chattel paper, goodwill, patents, trademarks, trade names, copyrights and other intellectual property of the Debtor, all of which are herein collectively called the "Intangibles"; (g) Inventory - all present and future inventory of the Debtor, including all raw materials, materials used or consumed in the business or profession of the Debtor, work-in-progress, finished goods, goods used for packing, materials used in the business of the Debtor not intended for sale, and goods acquired or held for sale or furnished or to be furnished under contracts of rental or service, all of which is herein collectively called the "Inventory"; (h) Money - all present and future money of the Debtor, whether authorized or adopted by the Parliament of Canada as part of its currency or any foreign government as part of its currency, all of which is herein collectively called the "Money"; (i) Securities - all present and future securities, as defined in the Loan ------------------------- AgreementSecurities Act (Ontario), includesheld by the Debtor, without limitationincluding shares, options, rights, warrants, joint venture interests, interests in limited partnerships, bonds, debentures and all other documents which constitute evidence of a share, participation or other interest of the following items Debtor in property or in an enterprise or which constitute evidence of an obligation of the issuer; and types including an uncertificated security within the meaning of Part VI (Investment Securities) of the Business Corporations Act, 1982 (Ontario) and all substitutions therefor and dividends and income derived therefrom, all of which are herein collectively called the "Securities"; (j) Undertaking - all present and future personal property, business, and undertaking of the Debtor not being Inventory, Equipment, Accounts, Intangibles, Documents of Title, Instruments, Money, Securities or Documents all of which is herein collectively called the "Undertaking"; and (k) Proceeds - all personal property in any form derived directly or indirectly from any dealing with collateral as well as certain other items subject to the Security Interest or the proceeds therefrom, and types including any payment representing indemnity or compensation for loss of collateral in or damage thereto or the proceeds therefrom, all of which Trustor now or at any time hereafter has any interest (are herein collectively called the "Proceeds"; all of the above mentioned undertaking, property and assets of the Debtor are herein called the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its right, title and interest in and to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in all of its right, title and interest in and to the Principal Agreements, and all proceeds thereof.

DESCRIPTION OF COLLATERAL. The Collateral, as defined in As security for the Loan ------------------------- Agreement, includes, without limitation, the following items and types prompt satisfaction of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan AgreementObligations, Borrower shall pledge hereby assigns, transfers and grant a security interest in its right, title and interest in and sets over to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in Bank all of its right, title and interest in and to, and grants Bank a continuing lien on and security interest in all of the following, wherever located, whether now owned or hereafter acquired, together with all replacements therefor and all cash and non cash Proceeds (including, but without limita tion, insurance proceeds) thereof: (a) All money and cash of Borrower and all property of Borrower which at any time, Bank shall have in its possession, or which is in transit to it, all amounts that may be owing from to time to time by Bank to Borrower, and any balance or share belonging, in whole or in part, to Borrower in any deposit, agency, trust, escrow or other account or accounts with Bank, including any certificate of deposit, and any other amounts which may be owing from time to time by Bank to Borrower which lien and security interest shall be independent of any right of setoff which Bank may have; (b) All rights of Borrower in and to the Principal Agreements, Leases and any and all proceeds thereofother Leases, subleases licenses, concessions or other agreements (written or verbal, now or hereafter in effect) of all or any part of the Real Property now or hereafter in effect. (c) The Elmira Note, the Elmira Mortgage, the Elmira Loan Documents, the Hoosick Note, the Hoosick Mortgage, the Hoosick Loan Documents, the Xxxxxx Note, the Xxxxxx Mortgage, the Xxxxxx Loan Documents, the FYS Note, the FYS Mortgage and the FYS Loan Documents. (d) The Leases; (e) All choses in action now or hereafter related to or arising from, used in connection with or related to the possession, use, sale, lease or other disposition of any of the foregoing and all insurance and all rights of payment or other rights of Borrower arising out of, related to, or in connection with any of the foregoing; (f) All collateral security described in the Assigned Loan Documents; and (g) All Records pertaining to any of the foregoing.

DESCRIPTION OF COLLATERAL. The Collateral, as defined in the Loan ------------------------- Agreement, includes, without limitation, the following items and types Collateral consists of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its Borrower's right, title and interest in and to the Principal Agreementsfollowing: All goods and equipment now owned or hereafter acquired, then Borrower shall be deemed to hereby grant a security including, without limitation, all machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in all any of its right, title and interest in and to the Principal Agreementsforegoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located; All inventory, now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Borrower's custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above; All contract rights and general intangibles now owned or hereafter acquired, including, without limitation, goodwill, trademarks, servicemarks, trade styles, trade names, patents, patent applications, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind; All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Borrower arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower; All documents, cash, deposit accounts, securities, securities entitlements, securities accounts, investment property, financial assets, letters of credit, certificates of deposit, instruments and chattel paper now owned or hereafter acquired and Borrower's Books relating to the foregoing; All copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; all trade secret rights, including all rights to unpatented inventions, knowhow, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired; all claims for damages by way of any past, present and future infringement of any of the foregoing; and All Borrower's Books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof.. EXHIBIT B NOTICE OF BORROWING Date: ---------------------------------- To: SCP Private Equity Partners II, L.P. 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 000 Xxxxx, Pennsylvania 19087 Attn:________________________ Fax No:_____________________ Ladies and Gentlemen: The undersigned, Breakaway Solutions, Inc. ("Borrower"), refers to the Loan and Security Agreement dated as of February ____, 2001 (as amended, modified, renewed or extended from time to time, the "Loan Agreement"), by and between Borrower and SCP Private Equity Partners II, L.P. ("Lender"), the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.1(b) of the Loan Agreement, of the borrowing of the Advance specified herein:

DESCRIPTION OF COLLATERAL. The Collateral, as defined in All of the Loan ------------------------- Agreement, includes, without limitation, the following items and types of collateral as well as certain other items and types of collateral in which Trustor Debtor’s property now or at any time hereafter has owned by Debtor or in which the Debtor may now or at any time hereafter have any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demandsor rights, and wherever located, including, without limitation, all present and future Liens, security interests, rights, insurance, remediesof Debtor’s right, title and interest in the following types and items of property: All “accounts,” “general intangibles,” “chattel paper,” “documents,” “instruments,” “deposit accounts,” “inventory,” “farm products,” “fixtures” and “equipment,” as such terms are defined in the Nevada Uniform Commercial Code in effect on the date hereof, and all life and other insurance policies and claims, and all rights in all litigation presently or hereafter pending for any cause or claim (whether in contract, tort or otherwise), and all judgments now or hereafter arising therefrom; the foregoing include, but are not limited to, the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: all accounts receivable; plans and specifications; building materials; option rights; all obligations for the payment of money arising out of Debtor’s sale or lease of goods or rendition of services; all moneys, securities and other property, now or hereafter held or received by, or in transit to, Secured Party from or for Debtor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; all of Debtor’s deposits (general or special), balances, sums and credits with, and all claims of Debtor against Secured Party, at any time existing; all right, title and interest of Debtor, and all of Debtor’s rights, remedies, security and liens, in, to and in respect of Accounts all accounts and other property collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienholder or Secured Party, and all guaranties and other contracts of suretyship with respect to any accounts and other collateral, and all deposits and other security for any accounts and other collateral, and all credit and other insurance; all other general intangibles of every kind and description description, including (without limitation) trade names and trademarks and the goodwill of the business symbolized thereby, federal, state and local tax refunds and claims of all kinds, all rights as a licensor or licensor or any kind, all customer lists, trade secrets, telephone numbers, processes, proprietary information, and purchase orders, and all rights to purchase, lease, sell, or otherwise acquire or deal with real or personal property (and all rights relating thereto); all notes, drafts, letters of credit, contract rights, and things in action; all drawings, specifications, blueprints and catalogs; and all raw materials, work in process, materials used or consumed in Debtor’s business, goods, finished goods, returned goods and all other personal propertygoods and inventory of whatsoever kind or nature, any and all wrapping, packaging, advertising and shipping materials, and all documents relating thereto, and all labels and other devices, names and marks affixed or to be affixed thereto for purposes of selling or identifying the same or the seller or manufacturer thereof; and all equipment, machinery, machine tools, motors, controls, parts vehicles, tools, dies, jigs, furniture, furnishings and fixtures; and all attachments, accessories, accessions and property now or hereafter owned, acquired, existing, arising, held, used, sold affixed to or consumed used in connection with Xxxxxxxx's Business or Secured Property any of the foregoing, and all substitutions and replacements for any of the foregoing; and all books, records, ledger cards, computer data and programs and other property, rights property and interests of Borrower which general intangibles at any time relate toevidencing or relating to any or all of the foregoing; and all products and proceeds of any or all of the foregoing, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose form and wherever located (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its right, title and interest in and to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in all of its right, title and interest in and to the Principal Agreements, and all proceeds thereof.insurance

DESCRIPTION OF COLLATERAL. The CollateralAll of Debtor's current and non-current assets, as defined in the Loan ------------------------- Agreement, includes, without limitation, including but not limited to all of the following items and types of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demandsProperty, and interests in Property, of Debtor, whether now owned and existing or hereafter acquired or arising, and wheresoever located: (a) all present personal and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other fixture property of every kind and description and nature including but not limited to all other personal propertygoods (including but not limited to inventory, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions equipment and accessions thereto), instruments (including but not limited to promissory notes), accounts (including but not limited to all receivables), deposit accounts, documents and chattel paper (whether tangible or electronic), contract rights (including but not limited to the payment of money, insurance claims and proceeds), letter of credit rights (whether or not the letter of credit is evidenced by writing), commercial tort claims, securities and other investment property, and general intangibles (including but not limited to intellectual property and payment intangibles), together with all accessions to, substitutions therefor for and replacements and improvements of or to any or all of the foregoingreplacements, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of thereof, all as those terms are defined in the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its Code; (b) all right, title and interest of Debtor in and to the Principal Agreementsall files, then Borrower shall be deemed to hereby grant a security interest in all surveys, certificates, correspondence, appraisals, computer programs, tapes, disks, cards, accounting records and other books, records, information and data of its right, title and interest in and Debtor relating to the Principal Agreements, Collateral as well as that as may be necessary to identify and locate the Collateral and protect or enforce Secured Parties' rights therein; (c) the proceeds of the sale or other disposition of any Collateral; and (d) any and all replacements or proceeds thereofwhether now existing or hereafter arising and wherever located, now owned or hereafter acquired by Debtor or in which Debtor has an interest or which now or hereafter are at any time in the possession or control of Secured Parties or in transit by mail or carrier to or in possession of any third party acting on behalf of Secured Parties, without regard to whether Secured Parties receives the same in pledge, for safekeeping, as agent for collection or transmission or otherwise, whether or not Secured Parties has conditionally released the same.

DESCRIPTION OF COLLATERAL. The Collateral, as defined in the Loan ------------------------- Agreement, includes, without limitation, Collateral includes all of the following items personal property and types of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all of the leasehold interests and other property described in paragraph 2(j) below, (a) all goods now or hereafter comprising part of the inventory of the Debtor and all interests, rights and benefits, both present and future Liens, security interests, rights, insurance, remedies, title and interest in, of the Debtor in or to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (inventory including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of goods now or hereafter held for sale or lease or furnished or to any be furnished under a contract of service or that are raw materials, work in process or materials used or consumed in a business or profession or finished goods; (b) all equipment now or hereafter owned by the Debtor and all interests, rights and benefits, both present and future, of the foregoingDebtor in or to equipment including, without limitation, office, warehouse and other furniture, fixtures, machinery, tools, rolling stock, vehicles, accessories, spare parts, supplies and other tangible personal property; (c) all interestfixtures now or hereafter owned by the Debtor and all interests, incomerights and benefits, dividendsboth present and future, distributions of the Debtor in or to fixtures; (d) all chattel paper now or hereafter owned or held by the Debtor and earnings thereon all interests, rights and benefits, both present and future, of the Debtor in, under or other monies to chattel paper; (e) each and every document of title now or revenues derived therefromhereafter owned by the Debtor or of which the Debtor is or becomes a holder, whether negotiable or non-negotiable, including, without limitation, each and every warehouse receipt and xxxx of lading, and all moneys interests, rights and benefits, both present and future, of the Debtor in, under or to each and every document of title; (f) each and every instrument now or hereafter owned by the Debtor or of which the Debtor is or becomes a holder, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every instrument; (g) each and every security now or hereafter owned by the Debtor or of which the Debtor is or becomes a holder including, without limitation, all shares, stocks, warrants, bonds, debentures, debenture stock or the like issued by a corporation or other person, or a partnership, association or government, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every security; (h) all money of the Debtor and all money hereafter acquired by the Debtor and each and every account, debt, claim and demand of every nature and kind which is now due, owing or accruing due or which may hereafter become payable due, owing or accruing due to the Debtor, or which the Debtor now has or may hereafter have and all interests, rights and benefits, both present and future of the Debtor in or to each and every account, debt, claim and demand including, without limitation, claims against the Crown and claims under insurance policies; (i) all patents, industrial designs, trademarks, trade secrets and know-how including without limitation, environmental technology and biotechnology, confidential information, trade-names, goodwill, copyrights, personalty rights, integrated circuit topographies, software and all other forms of intellectual and industrial property, and any policy insuring registrations and applications for registration of any of the foregoing or otherwise required (collectively, "INTELLECTUAL PROPERTY"); (j) each and every lease, agreement to be maintained hereunder (including lease and leasehold interest of the return of unearned premiums); Debtor and all products interests, rights and proceeds benefits, both present and future, of the foregoing. In the event and Debtor, in, under or to the extent requested same, except the last day of any term of years reserved by any such lease or agreement therefor of which reversion of one day the Debtor shall stand possessed upon trust to assign and dispose of the same as the Secured Party under Section 2.13 shall direct; (k) each and every intangible now or hereafter owned by the Debtor or of which the Loan Agreement, Borrower shall pledge and grant Debtor is or becomes a security interest in its right, title and interest in and to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in all of its right, title and interest in and to the Principal Agreementsholder, and all interests, rights and benefits, both present and future, of the Debtor in, under or to each and every intangible; (l) with respect to the property described in each of subparagraphs 2(a) to 2(k) inclusive, all substitutions and replacements thereof, improvements, increases, additions and accessions thereto and all interests, rights and benefits, both present and future, of the Debtor in, under or to the same; (m) with respect to the property described in each of subparagraphs 2 (a) to 2(i) inclusive, identifiable or traceable personal property in any form derived directly or indirectly from any dealing with such property or the proceeds therefrom and includes any payment representing indemnity or compensation for loss of or damage to such property or proceeds therefrom; and (n) with respect to the property described in each of subparagraphs 2(a) to 2(m) inclusive, all books, accounts, invoices, letters, deeds, contracts, security, securities, instruments, bills, notes, writings, papers, documents and records in any form evidencing or relating thereto, and all other rights and benefits to which the Debtor is now or may hereafter become entitled in respect thereof.

DESCRIPTION OF COLLATERAL. The Collateral, as defined in the Loan ------------------------- Agreement, includes, without limitation, the following items and types Collateral consists of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its Borrower's right, title and interest in and to the Principal Agreementsfollowing: All goods and equipment now owned or hereafter acquired, then Borrower shall be deemed to hereby grant a security including, without limitation, all machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in all any of its right, title and interest in and to the Principal Agreementsforegoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located; All inventory, now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Borrower's custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above; All contract rights and general intangibles now owned or hereafter acquired, including, without limitation, goodwill, trademarks, servicemarks, trade styles, trade names, patents, patent applications, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind; All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Borrower arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower; All documents, cash, deposit accounts, securities, securities entitlements, securities accounts, investment property, financial assets, letters of credit, certificates of deposit, instruments and chattel paper now owned or hereafter acquired and Borrower's Books relating to the foregoing; All copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; all trade secret rights, including all rights to unpatented inventions, knowhow, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired; all claims for damages by way of any past, present and future infringement of any of the foregoing; and All Borrower's Books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof.. EXHIBIT B LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., E.S.T. TO: CENTRAL CLIENT SERVICE DIVISION DATE: ------------------- FAX#: (404) 000-0000 TIME: ------------------- -------------------------------------------------------------------------------- FROM: -------------------------------------- CLIENT NAME (BORROWER) REQUESTED BY: -------------------------------------- AUTHORIZED SIGNER'S NAME AUTHORIZED SIGNATURE: -------------------------------------- PHONE NUMBER: -------------------------------------- FROM ACCOUNT # TO ACCOUNT # ------------------------- -------------------- REQUESTED TRANSACTION TYPE REQUEST DOLLAR AMOUNT PRINCIPAL INCREASE (ADVANCE) $ --------------------------------- PRINCIPAL PAYMENT (ONLY) $ --------------------------------- INTEREST PAYMENT (ONLY) $ --------------------------------- PRINCIPAL AND INTEREST (PAYMENT) $ ---------------------------------

DESCRIPTION OF COLLATERAL. The Collateral, as defined in the Loan ------------------------- Agreement, includes, without limitation, the following items and types Collateral consists of collateral as well as certain other items and types of collateral in which Trustor now or at any time hereafter has any interest (the "Collateral"): all Goods (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now or hereafter owned, acquired, existing, arising, held, used, sold or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or all of the foregoing, all interest, income, dividends, distributions Borrower’s presently owned and earnings thereon hereafter acquired or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by the Secured Party under Section 2.13 of the Loan Agreement, Borrower shall pledge and grant a security interest in its arising right, title and interest in and to following personal property and fixtures: All goods, Accounts (including health care insurance receivables), Equipment, fixtures, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (including Intellectual Property, payment intangibles, and software), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, money, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit (whether or not the Principal Agreementsletter of credit is evidenced by a writing) and letter-of-credit rights, then Borrower investment property (including certificated securities, uncertificated securities, securities entitlements, securities accounts, commodity contracts, and commodity accounts), supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include: (i) any interest of a Loan Party as a lessee under an Equipment lease if such Loan Party is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by any Loan Party or Lender, (ii) Equipment that is subject to a Permitted Lien in connection with the financing of such Equipment if the holder of such Lien has prohibited in writing the applicable Loan Party from granting Liens on such property in favor of third parties; provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the term “Collateral” shall automatically include, and the applicable Loan Party shall be deemed to hereby grant have granted a security interest in, all of its rights, title and interests in all and to such property as if such provision had never been in effect, (iii) any Excluded Accounts, (iv) the equity interests in any joint venture where the pledge of such equity interests would be prohibited by any applicable contractual requirement pertaining to any such joint venture, or (v) any leases, licenses, permits or agreements to which Borrower is a party, or any of its right, title and or interest in and thereunder, to the Principal Agreementsextent that, and for so long as, a grant of a security interest therein would, under the express terms of such lease, license, permit or agreement, result in a breach of the terms of, constitute a default under or create a right of termination in favor of any party thereto (other than Borrower) under, such lease, license, permit or agreement (other than to the extent that any such term (a) has been waived or (b) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 of the UCC or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law or principles of equity); provided, however, that (x) the Collateral shall include (and such security interest shall attach) immediately upon the ineffectiveness, lapse, termination or waiver of such provision and (y) the Collateral shall include all proceeds arising under or from any such lease, license, permit or contract. [*] [*] [*] [*] $____________________ Dated: [_______], 2024 FOR VALUE RECEIVED, the undersigned, CODEXIS, INC., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of INNOVATUS LIFE SCIENCES LENDING FUND I, LP (“Lender”) the principal amount of [___________] MILLION DOLLARS ($______________) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B] Loan made to Borrower by Xxxxxx, plus interest on the aggregate unpaid principal amount of such Term [A][B] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated February 13, 2024 by and among Borrower, Lender, INNOVATUS LIFE SCIENCES LENDING FUND I, LP, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement. Principal, interest and all other amounts due with respect to the Term [A][B] Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all proceeds thereof.payments made with respect thereto, shall be recorded by Xxxxxx and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B] Loan by Xxxxxx to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B] Loan, interest on the Term [A][B] Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Xxxxxx in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 296116227 v13

DESCRIPTION OF COLLATERAL. The Collateralfollowing undertaking, property and assets of the Debtor will be subject to the security interest in favour of the Creditor created by this Agreement: (a) Accounts - all debts, accounts, demands, claims and choses in action which now are, or which may at any time hereafter be, due or owing to or owned by the Debtor; all securities, mortgages, bills, notes and other documents now held or owned, or which may be hereafter taken, held or owned, by or on behalf of the Debtor, in respect of the said debts, accounts, demands, claims and choses in action or any part thereof; and all books, documents and papers recording, evidencing or relating to the said debts, accounts, demands, claims and choses in action or any part thereof, all of which are herein collectively called the "ACCOUNTS"; (b) Documents - all books, accounts, invoices, letters, papers, documents and other records in any form evidencing or relating to collateral subject to the Security Interest, all of which are herein collectively called the "DOCUMENTS"; (c) Documents of Title - any writing now or hereafter owned by the Debtor that purports to be issued by or addressed to a bailee and purports to cover such goods and chattels in the bailee's possession as are identified or fungible portions of an identified mass, whether such goods and chattels are Inventory or Equipment, and which writing is treated as establishing that the person in possession of such writing is entitled to receive, hold and dispose of the said writing and the goods and chattels it covers, and further, whether such writing is negotiable in form or otherwise, including bills of lading and warehouse receipts, all of which are herein collectively called the "DOCUMENTS OF TITLE"; (d) Equipment - all tools, machinery, equipment, plant, furniture, chattels, fixtures, vehicles of any kind, parts, accessories and other tangible personal property now owned or hereafter acquired by the Debtor which are not Inventory, all of which is herein collectively called the "EQUIPMENT"; (e) Instruments - all present and future bills, notes and cheques (as such are defined pursuant to the Bills of Exchange Act (Canada)), and all other writings that evidence a right to the payment of money and are of a type that in the ordinary course of business are transferred by delivery without any necessary endorsement or assignment, all of which are herein collectively called the "INSTRUMENTS"; (f) Intangibles - all intangible property now owned or hereafter acquired by the Debtor and which is not Accounts including, without limitation, all contractual rights, chattel paper, goodwill, patents, trademarks, trade names, copyrights and other intellectual property of the Debtor, all of which are herein collectively called the "INTANGIBLES"; (g) Inventory - all present and future inventory of the Debtor, including all raw materials, materials used or consumed in the business or profession of the Debtor, work-in-progress, finished goods, goods used for packing, materials used in the business of the Debtor not intended for sale, and goods acquired or held for sale or furnished or to be furnished under contracts of rental or service, all of which is herein collectively called the "INVENTORY"; (h) Money - all present and future money of the Debtor, whether authorized or adopted by the Parliament of Canada as part of its currency or any foreign government as part of its currency, all of which is herein collectively called the "MONEY"; (i) Securities - all present and future securities, as defined in the Loan ------------------------- AgreementSecurities Act (Ontario), includesheld by the Debtor, without limitationincluding shares, options, rights, warrants, joint venture interests, interests in limited partnerships, bonds, debentures and all other documents which constitute evidence of a share, participation or other interest of the following items Debtor in property or in an enterprise or which constitute evidence of an obligation of the issuer; and types including an uncertificated security within the meaning of collateral as well as certain other items Part VI (Investment Securities) of the Business Corporations Act, (Ontario) and types all substitutions therefor and dividends and income derived therefrom, all of collateral in which Trustor now or at any time hereafter has any interest (are herein collectively called the "CollateralSECURITIES"): all Goods ; (including Inventory and Equipment), General Intangibles (except as provided below), Accounts, certificates of title, fixtures, money, instruments, securities, investment property, documents, chattel paper, credit balances, deposits, deposit accounts, letters of credit, bankers' acceptances, guaranties, credits, claims, choses in action, demands, and j) Undertaking - all present and future Liens, security interests, rights, insurance, remedies, title and interest in, to and in respect of Accounts and other property of every kind and description and all other personal property, now business, and undertaking of the Debtor not being Inventory, Equipment, Accounts, Intangibles, Documents of Title, Instruments, Money, Securities or hereafter ownedDocuments all of which is herein collectively called the "UNDERTAKING"; and (k) Proceeds - all personal property in any form derived directly or indirectly from any dealing with collateral subject to the Security Interest or the proceeds therefrom, acquired, existing, arising, held, used, sold and including any payment representing indemnity or consumed in connection with Xxxxxxxx's Business or Secured Property and any other property, rights and interests of Borrower which at any time relate to, arise out compensation for loss of or in connection with damage thereto or the foregoing or proceeds therefrom, all of which shall come into are herein collectively called the possession or custody or under the control of Secured Party or any of its agents or representatives, for any purpose (including, without limitation, any Replacement Collateral); all additions and accessions thereto, substitutions therefor and replacements and improvements of or to any or "PROCEEDS;" all of the above mentioned undertaking, property and assets of the Debtor are herein called the "COLLATERAL." Notwithstanding the foregoing, all interest, income, dividends, distributions and earnings thereon or other monies or revenues derived therefrom, and all moneys which may become payable under any policy insuring any of the foregoing or otherwise required to be maintained hereunder (including the return of unearned premiums); and all products and proceeds of the foregoing. In the event and to the extent requested by that the Secured Party under Section 2.13 creation of the Loan AgreementSecurity Interest would constitute a breach or permit the acceleration or termination of any agreement, Borrower right, licence or permit of the Debtor (each, a "RESTRICTED Asset"), the Security Interest shall pledge and grant a security not attach to the Restricted Asset but the Debtor shall hold its interest in its right, title and interest the Restricted Asset in and trust for the Creditor. The Security Interest shall not extend to the Principal Agreements, then Borrower shall be deemed to hereby grant a security interest in all of its right, title and interest in and to the Principal Agreements, and all proceeds thereofconsumer goods.