Common use of Representations, Warranties, Covenants and Agreements of the Debtors Clause in Contracts

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party as follows: (a) The Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Debtor and no further action is required by the Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement), except as set forth on Schedule B (c) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (d) The Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least ten (10) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Collateral. (e) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both), under its organizational documents, applicable law or any agreement to which the Debtor is a party or by which the Debtor is bound. No consent (including, without limitation, from stock holders or creditors of the Debtor) is required for the Debtor to enter into and perform its obligations hereunder. (h) The Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11. The Debtor hereby agrees to defend the same against any and all persons. The Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined in the Debentures). Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens (as defined in the Debentures) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except Interests. Except as set forth on Schedule B. There C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except . Except as set forth on Schedule B. So C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain (i) its books of account and records relating to the Collateral at its principal place of business or at an agent of the Debtor appointed to maintain its books and records and (ii) and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral (other than its of demonstration, test equipment or inventory, with an individual value of less than $50,000, which may be relocated temporarily in the normal course of business and its SST reactors and associated equipment which are currently located in third party locations throughout the United States, as set forth in Schedule I) unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United StatesStates or the United Kingdom) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Debentures) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached heretoand the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the Debtor of, creation or the effectiveness of, perfection of the Security Interest granted Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Agent to file one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor's debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The capital stock and other equity interests listed on Schedule H hereto (the “ Pledged Securities ”) represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens (as defined in the Debentures). (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “ Pledged Interests ”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Except for Permitted Liens (as defined in the Debentures), each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to the Agent on behalf of the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined in the Notes). Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claimsclaims other than those granted to Wachovia and capital lease holders, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interest. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file (except those in favor of Wachovia) in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing first perfected second priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid valid, security interest in the Collateral Collateral, securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined below) with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (p), the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached heretoand the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Parties hereunder. (g) Each Debtor ofhereby authorizes the Secured Parties, or any of them, to file one or more financing statements under the effectiveness ofUCC, with respect to the Security Interest granted hereby or for with the proper filing and recording agencies in any jurisdiction deemed proper by them. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor's debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent (including, without limitation, from stock holders stockholders or creditors of the any Debtor, other than Wachovia) is required for the any Debtor to enter into and perform its obligations hereunder. (hi) The capital stock and other equity interests listed on Schedule H hereto represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and those in favor of Wachovia. (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the "Pledged Interests") by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first second priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyParties, the each Debtor will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the each Debtor shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (il) The Other than the security interest in favor of Wachovia and all capital leases, no Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business) without the prior written consent of the Secured Partya Majority in Interest. (jm) The Each Debtor shall keep and preserve its Equipmentequipment, Inventory inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kn) The Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Secured Parties that (a) the Secured Parties will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Secured Parties and such cancellation or change shall not be effective as to the Secured Parties for at least thirty (30) days after receipt by the Secured Parties of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Secured Parties will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Debenture) exists and if the proceeds arising out of any claim or series of related claims do not exceed $50,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor, provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of $50,000 for any occurrence or series of related occurrences shall be paid to the Secured Parties and, if received by such Debtor, shall be held in trust for and immediately paid over to the Secured Parties unless otherwise directed in writing by the Secured Parties. Copies of such policies or the related certificates, in each case, naming the Secured Parties as lender loss payee and additional insured shall be delivered to the Secured Parties at least annually and at the time any new policy of insurance is issued. (o) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties' security interest therein. (lp) The Each Debtor shall promptly execute and deliver to the Secured Party Parties such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Parties may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property each Debtor's Intellectual Property (“"Intellectual Property Security Agreement”") in which the Secured Party has Parties have been granted a security interest hereunder, substantially in a form acceptable to the Secured PartyParties, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mq) The Each Debtor shall permit the Secured Party Parties and its their representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the a Secured Party from time to time. (nr) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (os) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the such Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (pt) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qu) The Debtor Debtors shall at all times preserve and keep in full force and effect its their respective valid existence and good standing and any rights and franchises material to its businessesbusiness. (rv) The No Debtor was organized and remains organized solely under the laws will change its name, type of the state or other organization, jurisdiction set forth next to the Debtor’s name in Schedule C attached heretoof organization, which Schedule C sets forth the Debtor’s organizational identification number or(if it has one), if legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name Secured Parties of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to timesuch change and, at the sole expense time of the Debtorsuch written notification, promptly execute and deliver all such further instruments and documents, and take all such further action as may be Debtor provides any financing statements or fixture filings necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any continue perfected the perfected security interest Interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of evidenced by this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined in the Debentures). Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens (as defined in the Debentures) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except Interests. Except as set forth on Schedule B. There C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except . Except as set forth on Schedule B. So C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Debentures) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached heretoand the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the Debtor of, creation or the effectiveness of, perfection of the Security Interest granted Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Agent to file one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor's debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The capital stock and other equity interests listed on Schedule H hereto (the “ Pledged Securities ”) represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens (as defined in the Debentures). (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “ Pledged Interests ”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Except for Permitted Liens (as defined in the Debentures), each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to the Agent on behalf of the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other entity power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein herein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtor Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. (c) Except for Permitted Liens (as defined in the Debentures) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except Interests. Except as set forth on Schedule B. There C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except . Except as set forth on Schedule B. So C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any material portion of Collateral or the any Debtor’s use of any material portion of Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no legal proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened in writing before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 10 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Collateral). (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Debentures) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentencethis Agreement, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the UCC immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights and copyright applications in the jurisdictions indicated on Schedule B, attached heretoUnited States Copyright Office referred to in paragraph (m) and the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said Intellectual Property, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the Debtor of, creation or the effectiveness of, perfection of the Security Interest granted Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Agent to file one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany material agreement, applicable law or any agreement credit facility, to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The [Reserved]. (j) [Reserved]. (k) Except for Permitted Liens (as defined in the Debentures), each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to authorize the Agent on behalf of the Secured Party Parties at any time or from time to time as reasonably necessary one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demandreasonable request, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (il) The No Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business, sales of inventory by a Debtor in its ordinary course of business and other Collateral which is no longer useful or material to a Debtor’s business) without the prior written consent of the Secured Partya Majority in Interest. (jm) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage[Reserved]. (kn) The [Reserved]. (o) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial material adverse change in the CollateralCollateral as a whole, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral as a whole or on the Secured Party’s Parties’ security interest interest, through the Agent, therein. (lp) The Each Debtor shall promptly execute and deliver to the Secured Party Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Agent may from time to time reasonably request and may in its sole discretion deem necessary to perfect, protect or enforce its the Secured Parties’ security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to the Companyeach Debtor’s intellectual property Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has Parties have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Secured PartyAgent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mq) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time[Reserved]. (nr) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (os) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the such Debtor that may reasonably be expected to materially and adversely affect the value of the CollateralCollateral as a whole, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (pt) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qu) The Debtor Debtors shall at all times preserve and keep in full force and effect its their respective valid existence and good standing and any rights and franchises material to its businessesbusiness. (rv) The No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, unless it provides at least 10 days prior written notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (w) [Reserved]. (x) [Reserved]. (y) Each Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the such Debtor’s name in Schedule C D attached hereto, which Schedule C D sets forth the each Debtor’s organizational identification number or, if the any Debtor does not have one, states that one does not exist. The Debtor further represents: . (i) the The actual name of the each Debtor is the name set forth in Schedule D attached hereto; (ii) the no Debtor has no any trade names except as set forth on Schedule E attached hereto; (iii) the no Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the any Debtor or been acquired by the any Debtor within the past five years except as set forth on Schedule E. E. (saa) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement[Reserved].

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding Section of the disclosure schedules delivered to the Secured Lenders concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Lenders as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The As of the date hereof, the Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A as of the date hereof, each Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens as set forth on Schedule B. Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens and as set forth on Schedule B attached hereto, the Debtors are the sole owner owners of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interestsSecurity Interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except Interests. Except as set forth on Schedule B. There C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Lenders pursuant to this Agreement) covering or affecting any of the Collateral, except . Except as set forth on Schedule B. So C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Lenders pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Lenders at least ten (10) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) ), and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Lenders a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Lenders a valid security interest first priority Security Interest in the Collateral Collateral, subject only to Permitted Liens, securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all Security Interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for (i) the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, (ii) the recordation of the Intellectual Property Security Agreement with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (mm), (iii) the recordation of the Intellectual Property Security Agreement with respect to patents and trademarks of the Debtors in the United States Patent and Trademark Office referred to in paragraph (oo), (iv) the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached hereto(v) if there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the execution and delivery of securities account control agreements satisfying the requirements of 9-106 of the UCC with respect to each such investment property of the Debtors, and (vi) the delivery of the certificates and other instruments provided in Section 3, Section 4(aa) and Section 4(cc), no authorization action is necessary to create, perfect or protect the Security Interests created hereunder. Without limiting the generality of the foregoing, except for the foregoing, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (x) the grant by execution, delivery and performance of this Agreement, (y) the Debtor ofcreation or perfection of the Security Interests created hereunder in the Collateral, or (z) the effectiveness ofenforcement of the rights of the Secured Lenders hereunder. (g) Each Debtor hereby authorizes the Secured Lenders to file one or more financing statements under the UCC, with respect to the Security Interest granted hereby or for Interests, with the proper filing and recording agencies in any jurisdiction reasonably deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor, or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor’s debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The capital stock and other equity interests (whether or not certificated) listed on Schedule H hereto (the “Pledged Securities”) represent all capital stock and other equity interests of the Debtors (other than the Company) and represent all capital stock and other equity interests owned, directly or indirectly, by the Company other than the Excluded Subsidiaries. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owners of the Pledged Securities, free and clear of any lien, Security Interest or other encumbrance except for the Security Interests created by this Agreement and other Permitted Liens. (j) Each Debtor hereby represents and warrants that no ownership or other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”), which for the avoidance of doubt shall exclude any Collateral of, or related to, an Excluded Subsidiary, is a “security” for purposes of Article 8 of the UCC of the jurisdiction of organization of the issuer of such Pledged Interests. Each Debtor agrees that it shall not opt to have any uncertificated Pledged Interests be treated as a “security” for purposes of Article 8 of the UCC of the jurisdiction of organization of the issuer of such Pledged Interests. (k) Except for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected perfected, first priority liens and security interests Security Interests in the Collateral in favor of the Secured Party Lenders until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyLenders. At the request of the Secured PartyLenders, the each Debtor will sign and deliver to the Secured Party Lenders at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Lenders and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Lenders to be, reasonably necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Lenders from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (il) The No Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business, sales of inventory by a Debtor in its ordinary course of business and the replacement of worn-out or obsolete equipment by a Debtor in its ordinary course of business) without the prior written consent of the Secured PartyLenders. (jm) The Each Debtor shall keep and preserve its Equipmentequipment, Inventory inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kn) The Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. If no Event of Default exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor; provided, however, that payments received by any Debtor after an Event of Default or an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences, upon approval by Secured Lenders, which approval shall not be unreasonably withheld, delayed, denied or conditioned, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be paid to the Secured Lenders, and, if received by such Debtor, shall be held in trust for the Secured Lenders and immediately paid over to the Secured Lenders unless otherwise directed in writing by the Secured Lenders. Copies of such policies or the related certificates, in each case, naming the Secured Lenders as lender-loss-payee and additional insured shall be delivered to the Secured Lenders at least annually and at the time any new policy of insurance is issued. (o) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptlyLenders, in sufficient detail, of any substantial material adverse change in the Collateral, and of the occurrence of any event which that would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest Lenders’ Security Interest, through the Secured Lenders, therein. (lp) The Each Debtor shall promptly execute and deliver to the Secured Party Lenders such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Lenders may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest the Secured Lenders’ Security Interests in the Collateral Collateral, including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to the Companyeach Debtor’s intellectual property Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has Lenders have been granted a security interest Security Interest hereunder, substantially in a form reasonably acceptable to the Secured PartyLenders, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mq) The Upon prior notice (so long as no Event of Default or a breach under any of the Transaction Documents has occurred or continuing, which in either such event, no prior notice is required), each Debtor shall permit the Secured Party Lenders and its representatives and agents to inspect the Collateral at any time, during normal business hours and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party Lenders from time to timetime but in any event not more than once during the calendar year. (nr) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party as follows: (a) The Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Debtor and no further action is required by the Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement), except as set forth on Schedule B (c) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (d) The Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least ten (10) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Collateral. (e) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes Debtors authorize the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”... (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both), under its organizational documents, applicable law or any agreement to which the Debtor is a party or by which the Debtor is bound. No consent (including, without limitation, from stock holders or creditors of the Debtor) is required for the Debtor to enter into and perform its obligations hereunder. (h) The Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11. The Debtor hereby agrees to defend the same against any and all persons. The Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. . (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor individually and jointly and severally represents and warrants to, and covenants and agrees with, the Collateral Agent and the Secured Party Parties as follows: (a) The Such Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the respective Debtor of this Agreement and the filings contemplated therein herein have been duly authorized by all necessary action on the part of the Debtor and no further action is required by the Debtor. This Agreement has been duly executed by the Debtorsuch Debtor or its shareholders or board of directors. This Agreement constitutes a legal, valid and binding obligation of the such Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Debtors each represent and warrant that it has no lease rights, fixtures, assets, place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants), except as set forth and specifically itemized on Schedule 1(a) attached hereto; (c) Except as to those liens existing as of the date hereof that were disclosed to the Secured Party by the Company and are set forth on the attached Schedule B, if any (the “Permitted Liens”), each Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the respective Debtor in the ordinary course of business)) and sole rights holder to any leaseholds, free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (foregoing, other than those that have been filed or may be filed in favor of MDFA and the Secured Party pursuant to this Agreement) Super Senior Lien, covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, without the Debtor prior consent of the Collateral Agent, which consent shall not be unreasonably withheld, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Collateral Agent on behalf of the Secured Party Parties from time to time pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral or rights in connection therewith, has been judged invalid or unenforceable. No written claim has been received that any Collateral or the DebtorCompany’s use of any Collateral violates the rights of any third party. There has been no adverse decision to any of the Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s Company's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule 1(a) attached hereto may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party (or to Collateral Collateral Agent on their behalf) at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, senior, perfected and continuing first priority liens in the CollateralCollateral (subject only to the MDFA Lien and the Super Senior Lien). (ef) This Agreement creates in favor of the Secured Party a valid senior security interest in the Collateral Collateral, subject only to the MDFA Lien and the Super Senior Lien, securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B1(a), attached hereto, and such other filings as required with the USPTO with respect to intellectual property liens, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the any Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor Debtors or (ii) for the perfection of or exercise by the Secured Party Parties of its their rights and remedies hereunder. (f) . The Debtor authorizes Debtors do not maintain any bank or other account other than as specifically identified on Schedule 1(a). The Debtors will not open any account or assign any funds to any person, entity, trustee, nominee or other account, or direct the Secured Party payment of any receivables or income to make any source other than as specifically set forth on Schedule 1(a). The Debtors will individually or jointly as a group if and as necessary, take any and all financing statement filings deemed reasonably actions necessary to permit Collateral Agent and Secured Parties to have full viewing access to any online or written statements, bank statements or Account information for all accounts utilized by the Debtors or by its agents on its behalf, as necessary from time to time, and to enforce and perfect Secured Party’s security interest therein. The Debtors shall not and will not change, modify or close any of its accounts absent notice to and consent of the Collateral Agent on behalf of Secured Party and, the Company will not utilize any account or deposit funds with any person, trustee or agent, without notice to and consent of Collateral Agent on behalf of the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The Debtors hereby irrevocably authorizes the Collateral Agent on behalf of Secured Parties at any time and from time to time before or after the date hereof to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State of New York and Delaware as amended from time to time, or any other Uniform Commercial Code jurisdiction; and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Debtor is an organization, the type of organization and any organization identification number issued to the Company. The Debtors agree to furnish any such information to the Secured Parties promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof with respect to the Collateral. (h) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both)default, under its organizational documents, applicable law or any agreement to which the any Debtor is a party or by which the a Debtor is bound. No consent (including, without limitation, from stock holders stockholders or creditors of the DebtorCompany) is required for the any Debtor to enter into and perform its obligations hereunderhereunder other than from MDFA pursuant to the terms of that certain Loan Agreement between AMS and MDFA dated as of October 13, 2011 (the “MDFA Loan Agreement”).and from the Super Senior Lien holder pursuant to the terms of the agreement or agreements entered into with respect thereto (the “Super Senior Lien Loan Agreement”). (hi) The Each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1112. The Debtor Debtors each hereby agrees to defend the same against any and all persons. The Debtor Debtors shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyParties, the Debtor Debtors will sign and deliver to pay the Secured Party at any time or from time to time cost of filing one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same Parties in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and government fees and other amounts necessary to maintain the Collateral and the Security Securities Interest hereunder, and the each Debtor shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (ij) The Debtor Debtors will not transfer, pledge, hypothecate, encumber, license license, sell (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell assign, or otherwise dispose of any of the Collateral without the prior written consent of the Secured PartyCollateral Agent, not to be unreasonably withheld. (jk) The Each Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kl) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Collateral Agent promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties' security interest therein. (lm) The Debtor Each Debter shall promptly execute and deliver to the Secured Party Parties (or to Collateral Agent on their behalf) such further deeds, mortgages, assignments, assignment of rents, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Collateral Agent may from time to time request and may in its sole reasonable discretion deem necessary to perfect, protect or enforce its security interest in the Collateral. Each Debtor pledging shares shall deliver to Collateral including, without limitation, the execution and delivery Agent on behalf of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted Parties any stock dividends or securities issued in exchange for or as a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all distribution on any of the terms Pledge Shares if and conditions hereofas declared or distributed. (mn) The Debtor Debtors shall permit the Secured Party Parties and Collateral Agent and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party Collateral Agent from time to time. (no) The Each Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (op) The Debtor Debtors shall promptly notify the Secured Party Collateral Agent, the holder(s) of the Super Senior Lien and MDFA in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor Company that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party or Collateral Agent hereunder. (pq) All information heretofore, herein or hereafter supplied to the Secured Party or Collateral Agent by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding Section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against such Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, the Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens as set forth on Schedule A. Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens and as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except Interests. Except as set forth on Schedule B. There C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except . Except as set forth on Schedule B. So C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten thirty (1030) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid first priority security interest in the Collateral Collateral, subject only to Permitted Liens, securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for (i) the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, (ii) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (mm), (iii) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to patents and trademarks of each Debtor in the United States Patent and Trademark Office referred to in paragraph (oo), (iv) the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached hereto(v) if there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the execution and delivery of securities account control agreements satisfying the requirements of 9-106 of the UCC with respect to each such investment property of each Debtor, and (vi) the delivery of the certificates and other instruments provided in Section 3, Section 4(aa) and Section 4(cc), no authorization action is necessary to create, perfect or protect the Security Interests created hereunder. Without limiting the generality of the foregoing, except for the foregoing, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (x) the grant by execution, delivery and performance of this Agreement, (y) the Debtor of, creation or the effectiveness of, perfection of the Security Interest granted Interests created hereunder in the Collateral or (z) the enforcement of the rights of the Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Agent to file one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor’s debt or otherwise) or other understanding to which the any Debtor is a party or by which any property or asset of the Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the Security Interests created by this Agreement and other Permitted Liens. (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Except for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected perfected, first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to the Secured Party Agent at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (il) The No Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business, sales of inventory by a Debtor in its ordinary course of business and the replacement of worn-out or obsolete equipment by a Debtor in its ordinary course of business) without the prior written consent of the Secured PartyAgent. (jm) The Each Debtor shall keep and preserve its Equipmentequipment, Inventory inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kn) The Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent, that (a) the Agent will be named as lender-loss-payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance will be applied by the Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the Debtor; provided, however, that payments received by any Debtor after an Event of Default (as defined in the Note) or an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences, upon approval by the Agent, which approval shall not be unreasonably withheld, delayed, denied or conditioned, loss payments in each instance will be applied by the Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be paid to the Agent and, if received by such Debtor, shall be held in trust for the Agent and immediately paid over to the Agent unless otherwise directed in writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender-loss-payee and additional insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued. (o) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptlyParties, in sufficient detail, of any substantial material adverse change in the Collateral, and of the occurrence of any event which that would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest Parties’ Security Interest therein. (lp) The Each Debtor shall promptly execute and deliver to the Secured Party Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its the Secured Parties’ security interest in the Collateral Collateral, including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to the Companyeach Debtor’s intellectual property Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has Parties have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Secured PartyAgent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mq) The Upon reasonable prior notice (so long as no Event of Default (as defined in the Note) or a breach under any of the Transaction Documents (as defined in the Purchase Agreement) has occurred or continuing, which in either such event, no prior notice is required), each Debtor shall permit the Secured Party Agent and its representatives and agents to inspect the Collateral at any time, during normal business hours and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party Agent from time to time. (nr) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (os) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the such Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (pt) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the each Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qu) The Each Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.f

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents The Debtors jointly and warrants severally represent and warrant to, and covenants covenant and agrees agree with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Each Debtor represents and warrants that its jurisdiction of organization and organization identification number are as set forth on Schedule A attached hereto; (i) Except for the Security Interests and as set forth in Schedule 3(c)(i) hereto, each Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor Debtors in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claimsclaims other than Permitted Liens, and is fully authorized to grant the Security Interest security interest granted hereunder to the Secured Parties in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of (i) the Secured Party Parties in accordance with this Agreement and (ii) the First Investors pursuant to this the First Investors' Security Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement). (ii) The Debtors are the record, except direct and beneficial owner of the Pledged Shares and Stock Collateral. Except as set forth on in Schedule B 3(c)(ii) hereto, all of the Pledged Shares and Stock Collateral are owned by the Debtors, free and clear of any lien, claim, encumbrance, security interest, right or other charge, other than (cA) the Security Interests granted hereunder and (B) the First Investors' Security Interest. The Debtors have the power, authority and legal right to pledge, assign, transfer, deliver, deposit and set over the Stock Collateral and the Pledged Shares pledged to the Secured Parties as provided herein. (iii) Concurrently with or promptly following the execution of this Agreement, all certificates or instruments representing or evidencing the Pledged Shares and the Stock Collateral, which are not currently in the possession of the Agent, have been delivered to and held by the Agent for the benefit of the Secured Parties pursuant to this Agreement together with undated stock powers duly endorsed in blank and irrevocable proxies, provided that such delivery shall not be required with respect to any such certificates or instruments delivered to the First Investors pursuant to the terms of the First Investors' Security Agreement. (d) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s Debtors' use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s Debtors' claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s Debtors' right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to each of the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor ). The principal place of business of each of the Debtors is located at the address set forth in Schedule A hereto, and will not be moved without notice to each Secured Party valid, perfected and continuing first priority liens in the CollateralParty. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral securing the payment and performance satisfaction of the Obligations and, upon making the filings described in the immediately following sentenceSection 3(g), a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both), under its organizational documents, applicable law or any agreement to which the Debtor is a party or by which the Debtor is bound. No consent (including, without limitation, from stock holders or creditors of the Debtor) is required for the Debtor to enter into and perform its obligations hereunder. (h) The Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11. The Debtor hereby agrees to defend the same against any and all persons. The Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitationParent Collateral, the execution IES Collateral and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) MAC Stock Collateral in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested perfected by the Secured Party from time to time. UCC filings (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement."Article 9

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents The Debtors, jointly and warrants severally, represent and warrant to, and covenants covenant and agrees agree with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the each Debtor and no further action is required by the Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) Each Debtor represents and warrants that they have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. (c) The Debtor is Debtors are collectively the sole owner owners of the Collateral (except for non-exclusive licenses granted by the Debtor Debtors in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s Debtors’ use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s Debtors’ claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s Debtors’ right to keep and maintain such Collateral in full force and effect, and there is no proceeding Proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Debtor Debtors shall at all times maintain its their books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentencesubsection, a perfected first priority security interest in such Collateral. Except for . (g) The Debtors hereby authorize the filing of Secured Parties to file one or more financing statements on Form-1 under the UCC UCC, with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice respect to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for with the proper filing and recording agencies in any jurisdiction deemed proper by them. (h) The execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery and performance of this Agreement Debtors does not conflict with with, or cause constitute a breach or default, default (or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or any agreement other instrument (evidencing Debtors’ debt or otherwise) or other understanding to which the each Debtor is a party or by which the any property or asset of such Debtor is boundbound or affected. No consent (including, without limitation, from stock holders stockholders or creditors of the DebtorDebtors) is required for the Debtor Debtors to enter into and perform its obligations hereunder. (hi) The Debtor Debtors shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof. The Debtor Debtors hereby agrees agree to defend the same against any and all persons. The Debtor Debtors shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyParties, the Debtor Debtors will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (ij) The Debtor Debtors will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory made by the Debtor in the ordinary course of business“inventory”), sell or otherwise dispose of any of the Collateral not in the ordinary course of its business without the prior written consent of the Secured PartyParties. (jk) The Debtor Debtors shall keep and preserve its Equipment, Inventory their “equipment,” “inventory” and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kl) The Debtor Debtors shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest therein. (lm) The Debtor Debtors shall promptly execute and deliver to the Secured Party Parties such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.the

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents The Debtors jointly and warrants severally represent and warrant to, and covenants covenant and agrees agree with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Debtor is Except for the sole owner of Security Interests and as set forth in Schedule 3(b) hereto, the Collateral is owned solely by the Debtors (except for non-exclusive licenses granted by the Debtor Debtors in the ordinary course of business), free and clear of any liens, security interests, interests or encumbrances, rights or claims, and is fully authorized to grant the Security Interest Interests in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license agreement or transfer or any notice of any of the foregoing (other than those that have been filed in favor of (i) the Secured Party Parties pursuant to this AgreementAgreement and (ii) the First Investors pursuant to the First Investors' Security Agreement with respect to the IES Collateral) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (c) No Exhibit A sets forth a true and complete list of all Debtors' registrations and applications for Copyrights in existence as of the date of this Agreement. Exhibit B sets forth a true and complete list of all Debtors' registrations and applications for Patents that have been filed as of the date of this Agreement. Exhibit C sets forth a true and complete list of all Debtors' registrations and applications for Trademarks filed as of the date of this Agreement. The Debtors shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties in writing of any change in the composition of the Collateral, including, without limitation, any subsequent ownership rights of the Debtors in or to any Copyrights, Patents or Trademarks. (d) Each of the Patents, Trademarks and Copyrights is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral of the Patents, Trademarks or Copyrights or the Debtor’s Debtors' use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s Debtors' claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s Debtors' right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing first priority liens in the CollateralParent Collateral and a valid and continuing second priority lien in the IES Collateral subordinate only to the First Investors' Security Interest. The principal place of business of the Debtors is located at the address set forth in Schedule A hereto, and will not be moved without notice to each Secured Party. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral, including the Collateral listed on the Exhibits hereto, securing the payment and performance satisfaction of the Obligations Obligations, and, upon making the filings described in the immediately following sentence, (i) a perfected first priority interest in the Parent Collateral that is senior to all existing and hereinafter created security interests and (ii) a second priority security interest in such Collateralthe IES Collateral that is senior to all existing and hereinafter created security interests except for the First Investors' Security Interest. Except for (x) the filing of this Agreement with the United States Patent and Trademark Office with respect to the Patents and Trademarks and the filing of this Agreement with the United States Copyrights Office with respect to the Copyrights, and (y) the filing of financing statements on Form-1 Form UCC-1 under the UCC with the jurisdictions indicated on in Schedule BA, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Debtor Debtors of, or the effectiveness of, the Security Interest Interests granted hereby or for the execution, delivery and performance of this Agreement by the Debtor Debtors or (ii) for the perfection of or exercise by the Secured Party Parties of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized Debtors acknowledge and agree that a copy of this Agreement (or instruments executed and delivered pursuant hereto) will be filed and recorded with each of the United States Patent and Trademark Office and the United States Copyrights Office with respect to describe the Collateral Patents, Trademarks and Copyrights that are now or hereafter in such financing statements as “all assets”existence. (g) The Debtors acknowledge and agree that on the date of execution of this Agreement, the Secured Parties will: (i) file one or more financing statements under the UCC with respect to the Security Interests for filing with the jurisdictions indicated on Schedule A, attached hereto and in such other jurisdictions the Secured Parties may deem necessary and (ii) one or more executed recordation sheets relating to the filing and recording of this Agreement with each of the United States Patent and Trademark Office and the United States Copyrights Office with respect to the Patents, Trademarks and Copyrights that are now in existence. (h) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both)default, under its organizational documents, applicable law or any agreement to which the Debtor is Debtors are a party or by which the Debtor is Debtors are bound. No consent (including, without limitation, from stock holders or creditors of the DebtorDebtors) is required for the Debtor Debtors to enter into and perform its their obligations hereunder. (hi) The Debtor Debtors shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of each of the Secured Party until this Agreement Parties to ensure that such liens and the Security Interest hereunder shall terminate pursuant Interests are and remain senior to Section 11all not existing and hereafter created security interests and liens. The Collateral will be kept free of all liens, security interest, claims and encumbrances whatsoever, except for the First Investors' Security Interest. Each Debtor hereby agrees to defend the same against any and all persons. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Agent and/or Secured PartyParties, the Debtor Debtors will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (ij) The Debtor Debtors will not allow any Collateral to be abandoned, forfeited or dedicated to the public without the prior written consent of the Secured Parties. The Debtors will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor Debtors in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverageParties. (k) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptlyAgent, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties' security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor Debtors shall permit the Secured Party Parties and its representatives and agents upon reasonable prior notice to inspect the Collateral at any timetime during normal business hours, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party Parties from time to time. (nm) The Each Debtor will shall, at its own expense, take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (on) The Each Debtor shall promptly notify the Secured Party Agent in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor Debtors that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (o) Each Debtor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral where violation is reasonably likely to have a material adverse effect on the Secured Parties' rights in the Collateral or Secured Parties' ability to foreclose on the Collateral. (p) The Debtors shall not grant to any person or entity any rights or interests in or to any of the Collateral that are senior to, or pari passu with, the Secured Parties. (q) Each Debtor shall notify the Agent of any change in such Debtor's name, identity, chief place of business, chief executive office or residence within 5 days of such change. (r) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the Debtor Debtors with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein herein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtor Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. (c) The Debtors are the sole owner owners of the their respective Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interests. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. So . As long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument with respect to the Collateral (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents documents, if any, have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateral. Except for the by filing of Uniform Commercial Code financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule Bshall have been duly perfected. No consent of any third parties and no authorization, attached heretoapproval or other action by, and no authorization or approval of notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the Debtor of, or the effectiveness of, creation of the Security Interest granted Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Agent to file, on behalf of the Secured Parties, one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor’s debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The warrants listed on Schedule H hereto represent all of the compensation warrants currently owned by Xxxxxx & Xxxxxxx, LLC. Xxxxxx & Xxxxxxx, LLC is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement. The parties agree that no physical delivery of the Pledged Securities shall be made to the Agent or any Secured Party prior to the occurrence of an Event of Default, and that the Secured Parties shall only file a UCC-1 filing against such Collateral. Promptly after an Event of Default (but in no event later than three (3) Business Days after the occurrence of such Event of Default), Xxxxxx & Xxxxxxx, LLC shall deliver to the Agent, for the benefit of the Secured Parties, all certificates evidencing the Pledged Securities together with any endorsements and other documents or instruments requested by any one or more of the Secured Parties. (j) Each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to the Agent on behalf of the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (ik) The No Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest thereinAgent. (l) The Each Debtor shall promptly execute and deliver to the Agent, for the benefit of the Secured Party Parties, such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its the Secured Parties’ security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has Parties have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Agent, provided, that Xxxxxx & Xxxxxxx, LLC shall not be required to physically deliver the Pledged Securities to the Agent or any Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject Party prior to all the occurrence of the terms and conditions hereofan Event of Default. (m) The Each Debtor shall permit the Secured Party Agent and its representatives and agents to inspect the Collateral at any timeduring normal business hours and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party Agent from time to time. (n) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral; provided, Xxxxxx & Xxxxxxx, LLC shall not be required to exercise or sell any of the Pledged Securities. (o) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the such Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor Debtors shall at all times preserve and keep in full force and effect its their respective valid existence and good standing and any rights and franchises material to its businessesbusiness. (r) The No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to the Agent of such change and, at the time of such written notification, such Debtor provides any financing statements necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (s) No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (t) Each Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the such Debtor’s name in Schedule C D attached hereto, which Schedule C D sets forth the each Debtor’s organizational identification number or, if the any Debtor does not have one, states that one does not exist. . (u) The Debtor further represents: (i) the actual name of the each Debtor is the name set forth in Schedule D attached hereto; (ii) the hereto and no Debtor has no any trade names except as set forth on Schedule E attached hereto; . (iiiv) To the Debtor has not used extent that any name other than that stated Collateral is in the preamble hereto or as set forth possession of any third party, the applicable Debtor shall join with the Agent in notifying such third party of the Secured Parties’ security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Agent. (w) Each Debtor shall register the pledge of the applicable Pledged Securities on Schedule E for the preceding five yearsbooks of such Debtor. Further, the applicable Debtor shall deliver to Agent an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement shall confirm that: (a) it has registered the pledge on its books and records; and (ivb) no entity has merged at any time directed by Agent during the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Securities into the Debtor or been acquired by name of any designee of Agent, will take such steps as may be necessary to effect the Debtor within transfer, and will comply with all other instructions of Agent regarding such Pledged Securities without the past five years except as set forth on Schedule E.further consent of the applicable Debtor. (sx) The Each Debtor will from time to time, at the sole joint and several expense of the DebtorDebtors, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party Parties to exercise and enforce its their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement. (y) The Debtors shall direct Aceras to promptly deposit the Debtors’ share of any and all amounts receivable and/or otherwise owing to any Debtor arising out of, relating to or in connection with the sale by Aceras to BioMarin Pharmaceutical, Inc. of Huxley Pharmaceuticals, Inc. directly into the Secured Party Deposit Account. (z) The Debtors shall not cause or permit any amendment or modification, and no such amendment or modification shall be made, to that certain Operating Agreement of Aceras BioMedical, LLC dated as of May 9, 2008, as amended as of May 1, 2009 and October 31, 2011, that would be adverse to any of the Secured Parties in any manner. (aa) The Debtors shall cause all warrants issuable in respect of compensation owed, or other amounts payable to, any of the Debtors or any of their Significant Subsidiaries (as defined in the Debentures) to be issued only to Xxxxxx & Xxxxxxx, LLC.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Debtor and no further action is required by the Debtor. This Agreement has been duly executed by the DebtorDxxxxx. This Agreement constitutes a the legal, valid and binding obligation of the Debtor, enforceable against Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Except for the Security Interest granted to the Secured Parties pursuant to this Agreement, and Permitted Liens, Debtor is owns, or has valid leaseholds in or the sole owner right to use, each item of the Collateral (except for non-exclusive licenses granted by the Debtor in the ordinary course of business), free and clear of any liens, security interests, and all liens or other encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, . No security agreement, license financing statement or transfer other public notice with respect to all or any notice of any part of the foregoing Collateral that evidences a lien securing any indebtedness is on file or of record in any public office, except such as: (other than those that i) have been filed in favor of and for the benefit of the Secured Party Parties pursuant to this AgreementAgreement and (ii) covering relate to obligations no longer outstanding or affecting any are in respect of the Collateral, except as set forth on Schedule B. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit commitments to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement), except as set forth on Schedule B (c) No part of the Collateral has lend which have been judged invalid or unenforceableterminated. No written claim has been received that any Collateral or the any Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (dc) The Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten thirty (1030) days prior to such relocation relocation: (i) written notice of such relocation and the new location thereof (which must be within the United States) ), and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Collateral to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ed) This Agreement creates is effective to create in favor of the Secured Party Parties a valid and perfected first lien security interest in the Collateral Collateral, subject only to Permitted Liens, securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 referred to in the immediately following paragraph, and the delivery of the certificates and other instruments provided in Section 3, no action is necessary to create, perfect or protect the security interests created hereunder. (e) Debtor hereby authorizes the Collateral Agent to file one or more financing statements under the UCC, with respect to the Collateral, with the proper filing and recording agencies in any jurisdiction deemed proper by it. Debtor agrees that at any time and from time to time, at the expense of the Debtor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any applicable law, or which the Collateral Agent may reasonably request, in order: (i) to grant, preserve, protect and perfect the validity and priority of the Security Interest created or intended to be created hereby, or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice respect to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for created hereby, all at the expense of such Debtor. (f) The execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery and performance of this Agreement does not (i) violate any of the provisions of any articles or certificate of incorporation or bylaws or other organizational documents (“Organizational Documents”) of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Debtor, or (ii) conflict with with, or cause constitute a breach or default, default (or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor's debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hg) The Debtor shall at all times maintain the liens and Security Interest Collateral provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personsPersons and entities. The Each Debtor shall safeguard and protect all Collateral and hold it in trust for the account of the Secured PartyParties. At the request of the Secured PartyCollateral Agent, the Debtor will sign and deliver to the Collateral Agent on behalf of the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Collateral Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Collateral Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Collateral hereunder, and the Debtor shall obtain and furnish to the Secured Party Collateral Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Collateral hereunder. (ih) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business, in both cases, to independent third parties on an arms’ length basis) without the prior written consent of the Secured Partya Majority in Interest (as hereinafter defined). (ji) The Debtor shall keep and preserve its Equipmentequipment, Inventory inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coveragecoverage or outside the reach of the Collateral Agent. (j) Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Collateral Agent, that (a) the Collateral Agent or the Secured Parties will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Collateral Agent and such cancellation or change shall not be effective as to the Collateral Agent for at least thirty (30) days after receipt by the Collateral Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Collateral Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default at the expense of the Debtor. If no Event of Default (as defined in the Notes) exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor; provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences shall be paid to the Collateral Agent on behalf of the Secured Parties and, if received by Debtor, shall be held in trust for the Secured Parties and immediately paid over to the Collateral Agent unless otherwise directed in writing by the Collateral Agent. Copies of such policies or the related certificates, in each case, naming the Collateral Agent as lender loss payee and additional insured shall be delivered to the Collateral Agent upon the execution of this Agreement and at least annually and at the time any new policy of insurance is issued. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest interest, through the Collateral Agent, therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party Collateral Agent and its representatives and agents to, during normal business hours and upon reasonable prior notice, (A) to inspect the Collateral at any time, examine and to make copies of records pertaining and abstracts from such Debtor’s books and records, (B) to the visit and inspect its properties, (C) to verify materials, leases, notes, Accounts, Inventory and other assets or Collateral as may be requested by the Secured Party of such Debtor from time to time., (D) to conduct audits, appraisals and valuations or examinations at the locations of such Debtor and (E) to discuss such Dxxxxx’s affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives (nm) The Debtor will shall, sua sponte, take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the CollateralCollateral without the need for a request therefore from the Collateral Agent. (on) The Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunderParties hereunder and shall promptly take all necessary or appropriate action to remediate, mitigate or eliminate such adverse action at its own expense. (po) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qp) The Debtor shall at all times preserve and keep in full force and effect its their respective valid existence and good standing and any rights and franchises material to its businessesbusiness. (q) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the Secured Parties to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the Collateral Agent upon demand. (r) The Debtor, in its capacity as issuer, hxxxxx agrees to comply with any and all orders and instructions of Collateral Agent regarding the Collateral consistent with the terms of this Agreement without the further consent of any Debtor was organized and remains organized solely under the laws as contemplated by Section 8-106 (or any successor section) of the state UCC. Further, Dxxxxx agrees that it shall not enter into a similar agreement (or other jurisdiction set forth next to one that would confer “control” within the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name meaning of Article 8 of the Debtor is the name set forth in Schedule D attached hereto; (iiUCC) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used with any name other than that stated in the preamble hereto Person or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E.entity. (s) The Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Collateral Agent, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto). (t) Debtor shall immediately provide written notice to the Secured Parties of any and all accounts which arise out of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Collateral in such accounts and proceeds thereof, shall execute and deliver to the Collateral Agent an assignment of claims for such accounts and cooperate with the Collateral Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the Collateral in such accounts and proceeds thereof. (u) Debtor will from time to time, at the sole joint and several expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party Parties to exercise and enforce its their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. No Debtor is the record owner of any real property on the date hereof. (c) Except for Permitted Liens (as defined in the Purchase Agreement) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the respective Collateral (except for non-exclusive licenses granted by the or to any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interest. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid valid, security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Purchase Agreement) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, the recordation of any Intellectual Property Security Agreement (as defined below) with respect to the assets referred to in paragraph (p), the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached heretoand the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Parties hereunder. (g) Each Debtor ofhereby authorizes the Secured Parties, or any of them, to file one or more financing statements under the effectiveness ofUCC, with respect to the Security Interest granted hereby or for with the proper filing and recording agencies in any jurisdiction deemed proper by them. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor’s debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is bound. No consent (including, without limitation, from stock holders bound or creditors of the Debtor) is required for the Debtor to enter into and perform its obligations hereunderaffected except such as has been waived. (hi) The capital stock and other equity interests listed on Schedule C hereto represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except (i) as set forth on Schedule C, (ii) for the security interests created by this Agreement and (iii) as to any other Permitted Liens. (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11be terminated. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyParties, the each Debtor will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (il) The Except in the ordinary course of business, no Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor) without the prior written consent of the Secured Partya Majority in Interest. (jm) The Each Debtor shall use reasonable efforts to keep and preserve its Equipmentequipment, Inventory inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverageorder. (kn) The Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall within 90 days after the date hereof, cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; and (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy. (o) Each Debtor shall, within ten thirty (1030) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial change in the tangible Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the tangible Collateral or on the Secured Party’s Parties’ security interest therein. (lp) The Each Debtor shall promptly execute and deliver to the Agent on behalf of the Secured Party Parties such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Parties may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, if requested by the Agent, the execution and delivery of a separate security agreement with respect to the Companyeach Debtor’s intellectual property Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has Parties have been granted a security interest hereunder, substantially in a form acceptable to the Secured PartyAgent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mq) The Each Debtor shall permit the Secured Party Parties and its their representatives and agents to inspect the Collateral at any timetime during normal business hours, and to make copies of records pertaining to the Collateral as may be requested by the a Secured Party from time to time. (nr) The No Debtor will take all steps reasonably necessary to diligently pursue and seek to preservechange its name, enforce and collect type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied new fictitious name unless it provides at least 30 days prior written notice to the Secured Party Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected security Interest granted and evidenced by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnishedthis Agreement. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time Debtors shall use commercially reasonable efforts to timeobtain the consents, at approvals or authorizations required under the sole expense Bio Pad Shareholders’ Agreement to grant a full pledge of the Debtorequity interests in Bio Pad Ltd. The Debtors will not pledge its equity interests in Bio Pad Ltd. to any other person other than to the Secured Parties pursuant to this Agreement. (t) The Debtors shall, promptly within 30 days after the date of this Agreement, cause Today’s Womencare (Canada), Inc. and Today’s Womencare (UK) Ltd. to execute and deliver all such further instruments counterparts to this Agreement and documentsjoinders to the Guarantee in form contemplated by the Guarantee. (u) The Debtors shall, within 45 days after the date of this Agreement, execute and take all such further action as may be necessary or desirable, or as deliver deposit account control agreements satisfying the Secured Party may requirements of Section 9-104(a)(2) of the UCC and reasonably request, in order acceptable to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and Agent with respect to any Collateral or to otherwise carry out each deposit account of the purposes of this AgreementDebtors.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents The Debtors jointly and warrants severally represent and warrant to, and covenants covenant and agrees agree with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Except for the Security Interest and as set forth in SCHEDULE 3(B) hereto, each Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor Debtors in the ordinary course of business), free and clear of any liens, security interests, interests or encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license agreement or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B ) without the consent of the Secured Parties. (c) No EXHIBIT A sets forth a true and complete list of all Debtors' registrations and applications for Copyrights in existence as of the date of this Agreement. EXHIBIT B sets forth a true and complete list of all Debtors' registrations and applications for Patents that have been filed as of the date of this Agreement. EXHIBIT C sets forth a true and complete list of all Debtors' registrations and applications for Trademarks filed as of the date of this Agreement. The Debtors shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties in writing of any material change in the composition of the Collateral, including, without limitation, any subsequent ownership rights of the Debtors in or to any Copyrights, Patents or Trademarks. (d) Each of the Patents, Trademarks and Copyrights is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral of the Patents, Trademarks or Copyrights or the Debtor’s Debtors' use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s Debtors' claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s Debtors' right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing first priority liens in the Collateral. The principal place of business of the Debtors is located at the address set forth in SCHEDULE A hereto. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral, including the Collateral listed on the Exhibits hereto, securing the payment and performance of the Obligations Obligations, and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such CollateralCollateral (subject to the Existing Security Interest). Except for (x) the filing of this Agreement with the United States Patent and Trademark Office with respect to the Patents and Trademarks and the filing of this Agreement with the United States Copyrights Office with respect to the Copyrights, and (y) the filing of financing statements on Form-1 Form UCC-1 under the UCC with the jurisdictions indicated on Schedule Bin SCHEDULE A, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Debtor Debtors of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor Debtors or (ii) for the perfection of or exercise by the Secured Party Parties of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized Debtors acknowledges and agrees that a copy of this Agreement (or instruments executed and delivered pursuant hereto) will be filed and recorded with each of the United States Patent and Trademark Office and the United States Copyrights Office with respect to describe the Collateral Patents, Trademarks and Copyrights that are now or hereafter in such financing statements as “all assets”existence. (g) On the date of execution of this Agreement, the Debtors will deliver to the Secured Parties: (i) one or more executed financing statements under the UCC with respect to the Security Interest for filing with the jurisdictions indicated on SCHEDULE A, attached hereto and in such other jurisdictions as may be requested by the Secured Parties and (ii) one or more executed recordation sheets relating to the filing and recording of this Agreement with each of the United States Patent and Trademark Office and the United States Copyrights Office with respect to the Patents, Trademarks and Copyrights that are now in existence. (h) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both)default, under its organizational documents, applicable law or any agreement to which the Debtor is Debtors are a party or by which the Debtor is Debtors are bound. No consent (including, without limitation, from stock holders or creditors of the DebtorDebtors) is required for the Debtor Debtors to enter into and perform its their obligations hereunderhereunder except for any consents indicated in an Exhibit hereto. (hi) The Debtor Debtors shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1110 hereof. The Debtor Debtors hereby agrees to defend the same against any and all persons. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Agent and/or Secured PartyParties, the Debtor Debtors will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (ij) The Debtor Debtors will not allow any Collateral to be abandoned, forfeited or dedicated to the public without the prior written consent of the Secured Parties. The Debtors will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor Debtors in the ordinary course of business), sell or otherwise dispose of any of the material elements of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverageParties. (k) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptlyAgent, in sufficient reasonable detail, of any substantial change in the composition of the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties' security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor Debtors shall permit the Secured Party Parties and its representatives and agents upon reasonable prior notice to inspect the Collateral at any timetime during normal business hours, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party Parties from time to time. (nm) The Each Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (on) The Each Debtor shall promptly notify the Secured Party Agent in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor Debtors that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (o) Each Debtor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral where violation is reasonably likely to have a material adverse effect on the Secured Parties' rights in the Collateral or Secured Parties' ability to foreclose on the Collateral. (p) Each Debtor shall notify the Agent of any change in such Debtor's name, identity, chief place of business, chief executive office or residence within 5 days of such change. (q) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the Debtor Debtors with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each Debtor holds a valid lease-hold estate in the real property where such Collateral is located,. Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of businessbusiness and Permitted Liens), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interest. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than Permitted Liens and those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except for Permitted Liens and to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid valid, security interest in the Collateral Collateral, subject only to Permitted Liens securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached heretoand the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Parties hereunder. (g) Each Debtor ofhereby authorizes the Secured Parties, or any of them, to file one or more financing statements under the effectiveness ofUCC, with respect to the Security Interest granted hereby or for with the proper filing and recording agencies in any jurisdiction deemed proper by them. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor’s debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required for the any Debtor to enter into and perform its obligations hereunder. (hi) The capital stock and other equity interests listed on Schedule H hereto represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens (as defined in the Debenture). (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof, except to the extent any of the Collateral is subject to Permitted Liens. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities, except holders of Permitted Liens. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyParties, the each Debtor will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the each Debtor shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (il) The No Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for Permitted Liens and licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business) without the prior written consent of the Secured Partya Majority in Interest. (jm) The Each Debtor shall keep and preserve its Equipmentequipment, Inventory inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kn) The Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Debenture) exists, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor, provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing shall be paid to the Agent and, if received by such Debtor, shall be held in trust for and immediately paid over to the Agent unless otherwise directed in writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued. (o) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest therein. (lp) The Each Debtor shall promptly execute and deliver to the Secured Party Parties such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Parties may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding section of the disclosure schedules as may be delivered to the Secured Parties and Collateral Agent concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof. As of the date hereof, each Debtor represents and warrants toto the Secured Parties as follows and, and until the repayment in full of the Obligations, covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein herein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly Agreement, when executed by and delivered, will constitute the Debtor. This Agreement constitutes a legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtor Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except for Permitted Liens, there exist no mortgages or other liens on any Collateral. Except as disclosed on Schedule A and except for Collateral to be held by the Collateral Agent, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens, the Debtors are the sole owner owners of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the CollateralInterests. Except for Permitted Liens, except as set forth on Schedule B. There there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument . (except to the extent filed or recorded in favor d) As of the Secured Party pursuant to the terms of this Agreement)date hereof, except as set forth on Schedule B (ci) No part of the Collateral has been judged invalid or unenforceable. No no written claim has been received that any Collateral or the any Debtor’s use of any Collateral violates the rights of any third party. There party and (ii) there has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral except in the ordinary course of sales unless it delivers to the Secured Party Parties at least ten (10) 15 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral, except as otherwise permitted hereby. (ef) This Agreement creates in favor of the Secured Party Parties a first position valid senior security interest in the Collateral Collateral, subject only to Permitted Liens securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral that may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the UCC with immediately following paragraph, and the jurisdictions indicated on Schedule B, attached heretodelivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the Debtor of, creation or the effectiveness of, perfection of the Security Interest granted Interests created hereunder in the Collateral that may be perfected by such filing or (iii) the enforcement of the rights of the Collateral Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Collateral Agent to file one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it and authorizes Collateral Agent to take any other action in Collateral Agent’s absolute discretion to effectuate, memorialize and protect Secured Parties’ interest and rights under this Agreement. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or, to the knowledge of any Debtor, any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Debtor or for (ii) to the perfection knowledge of each Debtor, conflict with, or exercise by the Secured Party of its rights and remedies hereunder. constitute a default (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor’s debt or otherwise) or other understanding to which the such Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent all of the capital stock and other equity interests of each Guarantor that hereafter enters into an Additional Debtor Joinder, and other Subsidiaries, if any (other than Biofrontera Discovery – GmbH), and represent all capital stock and other equity interests owned, directly or indirectly, by the Company in each such Subsidiary. All of the Pledged Securities, if applicable, are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens. (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Except for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid senior and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the Upon request of the Secured PartyCollateral Agent, the each Debtor will sign and deliver to the Collateral Agent on behalf of the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Collateral Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Collateral Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the each Debtor shall obtain and furnish to the Secured Party Collateral Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which (other than Permitted Liens) that may be reasonably required to maintain the priority of the Security Interest hereunder. (il) The Other than with respect to Permitted Liens and except as detailed in Schedule 4(l) hereto, no Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business, sales of inventory by a Debtor in its ordinary course of business and disposition of obsolete equipment) without the prior written consent of the Secured PartyCollateral Agent. (jm) The Each Debtor shall keep and preserve its Equipmentequipment, Inventory inventory and other tangible Collateral in good condition, repair and order (except for any of the foregoing disposed of in the ordinary course of such Debtor’s business and Permitted Liens) and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kn) The Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Collateral Agent within 30 days after the date hereof, that (a) the Collateral Agent will be named as lender loss payee and additional insured under each such insurance policy; and (b) if such insurance is proposed to be cancelled or materially changed for any reason whatsoever, such insurer or the Company will promptly notify the Collateral Agent. In addition, the Collateral Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the Company or the insurer of any such default. If no Event of Default (as defined in the Notes) exists and if the proceeds arising out of any claim or series of related claims do not exceed $50,000 (or such greater amount as the Collateral Agent may agree with the Company is necessary for such repair or replacement), loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor; provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of $50,000 (or such greater amount as the Collateral Agent may agree with the Company is necessary for such repair or replacement) for any occurrence or series of related occurrences shall be paid to the Collateral Agent on behalf of the Secured Parties and, if received by such Debtor, shall be held in trust for the Secured Parties and immediately paid over to the Collateral Agent unless otherwise directed in writing by the Collateral Agent. Copies of such policies or the related certificates, in each case, naming the Collateral Agent as lender loss payee and additional insured shall be delivered to the Collateral Agent at least annually and at the time any new policy of insurance is issued. (o) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Collateral Agent promptly, in sufficient detail, of any substantial material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest thereininterest. (lp) The Each Debtor shall promptly execute and deliver to the Secured Party Collateral Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Collateral Agent may from time to time request and may in its sole discretion deem reasonably necessary to perfect, protect or enforce its the Secured Parties’ security interest in the Collateral including, without limitation, one or more deposit account control agreements, and if applicable, the execution and delivery of a separate security agreement with respect to the Companyeach Debtor’s intellectual property Intellectual Property (“Intellectual Property Security Agreement”) in which the Secured Party has Parties have been granted a security interest hereunder, all substantially in a form forms reasonably acceptable to the Secured PartyCollateral Agent, which Intellectual Property Security Agreement, and other such documents and agreements other than as stated therein, shall be subject to all of the terms and conditions hereof. (mq) The Debtor shall permit the Secured Party Collateral Agent and its representatives and agents to inspect the Collateral at any timeduring normal business hours and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party Collateral Agent from time to time. (nr) The Each Debtor will shall take all commercially reasonable steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (os) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any material portion of the Collateral and of any other information received by the such Debtor that may materially affect the value of the Collateral, Collateral the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (pt) All information heretofore, herein or hereafter thereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnishedfurnished and in light of the circumstances under which such statements were made. (qu) The Each Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businessesbusiness, except for Permitted Liens. (rv) The No Debtor was organized and remains organized solely under the laws will change its name, type of the state or other organization, jurisdiction set forth next to the Debtor’s name in Schedule C attached heretoof organization, which Schedule C sets forth the Debtor’s organizational identification number or(if it has one), if legal or corporate structure, or add any new fictitious name unless it provides at least 15 days prior written notice to the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name Collateral Agent of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to timesuch change and, at the sole expense time of the Debtorsuch written notification, promptly execute and deliver all such further instruments and documents, and take all such further action as may be Debtor provides any financing statements or fixture filings necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest continue the perfection of the Security Interests granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of evidenced by this Agreement. (w) Exce

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the each Debtor and no further action is required by the each Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Each Debtor has no place of business or offices where its books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) except as set forth on Schedule C attached hereto. Schedule C contains a list of places where Equipment representing at least 85% of the value of all of the Equipment of Debtor is stored or located. (c) Each Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor in the ordinary course of business)its Collateral, free and clear of any conflicting ownership interest or liens, security interests, encumbrances, rights or claimsclaims (except for Permitted Liens), and is fully authorized to grant the Security Interest in and to pledge the Collateral. Except for Permitted Liens, except as set forth on Schedule B. There there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this AgreementParties) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the no Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except (i) for Permitted Liens and (ii) to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement). (d) To each Debtor’s knowledge, except as set forth on Schedule B (c) No no part of the its ownership rights to its Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the of its Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the such Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule C and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten thirty (1030) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of each of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the CollateralCollateral or a certificate of a responsible officer of the Company that such is not required. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon (i) making the filings described in the paragraph (g) set forth immediately following sentencebelow and (ii) entering into account control agreements with Silicon Valley Bank, will create a perfected first priority security interest in such Collateral. Except for Collateral subject only to Permitted Liens (as defined in the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”Debentures). (g) Each Debtor hereby authorizes each of the Secured Parties to file one or more financing statements under the UCC, with respect to the Security Interest with the proper filing and recording agencies in any jurisdiction deemed proper by them. (h) The execution, delivery and performance of this Agreement by each Debtor does not conflict with with, or cause constitute a breach or default, default (or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or any agreement other instrument (evidencing such Debtor’s debt or otherwise) or other understanding to which the such Debtor is a party or by which the any property or asset of such Debtor is boundbound or affected. No consent consent, which has not been received and provided to the Secured Parties (including, without limitation, from stock holders stockholders or creditors of the such Debtor) is required for the such Debtor to enter into and perform its obligations hereunder. (hi) The After making the filings contemplated by Section 3(g), each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral (subject only to Permitted Liens) as described in Sections 3(e) and (f) of this Agreement in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof. The Notwithstanding the foregoing and the requirements of Section (3)(f) above, the Debtors will not be required to provide control agreements for the pledged deposit accounts at M&T Bank so long as they maintain a balance of less than $200,000.00 in the aggregate in such accounts and so long as cash balances in such accounts are transferred to accounts of the Company or a Guarantor at Silicon Valley Bank (or another bank upon receiving the written consent of Agent). Each Debtor hereby agrees to defend the same against any and all persons. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of Each Debtor irrevocably authorizes the Secured Party, the Debtor will sign and deliver to the Secured Party Parties at any time or and from time to time one to file in any filing office in any jurisdiction any initial financing statement or more financing statements pursuant to amendment thereto that indicates the UCC (collateral as “all assets” or any other applicable statute) in form reasonably satisfactory to the Secured Party “all personal property” of such Debtor or words of similar effect and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (ij) The Except as permitted by the Debentures, no Debtor will not transferdirectly or indirectly, pledge, hypothecate, encumber, license consummate an Asset Sale (except for non-exclusive licenses granted and sales of inventory made by the Debtor as such is defined in the ordinary course of businessDebentures), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (jk) The Each Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kl) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest therein. (lm) The Each Debtor shall promptly execute and deliver to the Secured Party Parties such further deeds, mortgages, fixture filings, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the any Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral or any additional collateral, including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in mortgages and fixture filings, which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable shall be satisfactory to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereofParties in their sole discretion for real or personal property interest. (mn) The Each Debtor shall permit the Secured Party Parties and its their representatives and agents to inspect the Collateral at any time, with reasonable advance notice, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party Parties from time to time. (no) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of its Collateral other than as normal and customary in the Collateralordinary course of such Debtor’s business. (op) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any its Collateral and of any other information received by the such Debtor that may materially affect which would have a material adverse effect on the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (pq) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qr) The Each Debtor shall shall, and cause it subsidiaries, if any, to, at all times preserve and keep in full force and effect its their respective valid existence and good standing and any rights and franchises material to its their businesses. (rs) The Each Debtor was organized and remains organized solely under the laws of the state will not change its name, corporate structure, or other jurisdiction set forth next identity, or add any new fictitious name unless it provides at least thirty (30) days’ prior written notice to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name Secured Parties of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to timesuch change and, at the sole expense time of the Debtorsuch written notification, promptly execute and deliver all such further instruments and documents, and take all such further action as may be Debtor provides any financing statements or fixture filings necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest continue perfected the perfected first priority Security Interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of evidenced by this Agreement. (t) No Debtor may consign any of its Inventory or sell any of its Inventory on bxxx and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Secured Parties which shall not be unreasonably withheld. (u) No Debtor may relocate its chief executive office to a new location without providing thirty (30) days’ prior written notification thereof to the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected first priority Security Interest granted and evidenced by this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined in the Debentures). Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens (as defined in the Debentures) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interest. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid valid, security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Debentures) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined below) with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached heretoand the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Parties hereunder. (g) Each Debtor ofhereby authorizes the Secured Parties, or any of them, to file one or more financing statements under the effectiveness ofUCC, with respect to the Security Interest granted hereby or for with the proper filing and recording agencies in any jurisdiction deemed proper by them. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor's debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required for the any Debtor to enter into and perform its obligations hereunder. (hi) The capital stock and other equity interests listed on Schedule H hereto represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens (as defined in the Debenture). (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “ Pledged Interests ”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyParties, the each Debtor will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the each Debtor shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined in the Debentures). Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens (as defined in the Debentures) and any Liens held by the September Purchasers and the June Purchaser and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except Interests. Except as set forth on Schedule B. There C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except . Except as set forth on Schedule B. So C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Debentures) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the immediately following paragraph, the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the jurisdictions indicated on Schedule BDebtors, attached heretoand the delivery of the certificates and other instruments provided in Section 3, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the Debtor of, creation or the effectiveness of, perfection of the Security Interest granted Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Agent to file one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor's debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens (as defined in the Debentures). (j) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (k) Except for Permitted Liens (as defined in the Debentures), each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1114 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to the Agent on behalf of the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents The Debtors jointly and warrants severally represent and warrant to, and covenants covenant and agrees agree with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Each Debtor represents and warrants that its jurisdiction of organization and organization identification number are as set forth on Schedule A attached hereto; (i) Except for the Security Interests and as set forth in Schedule 3(c)(i) hereto, each Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor Debtors in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest Interests in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of (i) the Secured Party Parties in accordance with this Agreement, (ii) the First Investors pursuant to this the First Investors' Security Agreement, or (iii) IES Electronics pursuant to the Electronics' Security Agreements) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement). (ii) The Debtors are the record, except direct and beneficial owner of the Pledged Shares and Stock Collateral. Except as set forth on in Schedule B 3(c)(ii) hereto, all of the Pledged Shares and Stock Collateral are owned by the Debtors, free and clear of any lien, claim, encumbrance, security interest, right or other charge, other than (cA) the Security Interests granted hereunder, (B) the First Investors' Security Interest, and (C) Electronics' Security Interest. The Debtors have the power, authority and legal right to pledge, assign, transfer, deliver, deposit and set over the MAC Stock Collateral and the Pledged Shares pledged to the Secured Parties as provided herein. (iii) Concurrently with or promptly following the execution of this Agreement, all certificates or instruments representing or evidencing the Pledged Shares and the Stock Collateral, which are not currently in the possession of the Agent, have been delivered to and held by the Agent for the benefit of the Secured Parties pursuant to this Agreement together with undated stock powers duly endorsed in blank and irrevocable proxies, provided that such delivery shall not be required with respect to any such certificates or instruments delivered to the First Investors pursuant to the terms of the First Investors' Security Agreement. (d) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s Debtors' use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s Debtors' claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s Debtors' right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to each of the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of each of the Secured Party Parties (A) a valid, perfected and continuing first priority liens security interest and lien in the Parent Collateral and the MAC Stock Collateral, (B) a valid and continuing second priority security interest and lien in the IES Collateral and the Subsidiary Stock Collateral, subordinate only to the First Investors' Security Interest and (C) a valid and continuing third priority security interest and lien in the IES/IDS/MDT Stock Collateral, subordinate only to the First Investors' Security Interest and the Electronics' Security Interest. The principal place of business of each of the Debtors is located at the address set forth in Schedule A hereto, and will not be moved without notice to each Secured Party. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral securing the payment and performance satisfaction of the Obligations and, upon making the filings described in the immediately following sentenceSection 3(g), a perfected first priority security interest in such the Parent Collateral, the IES Collateral and the MAC Stock Collateral, which security interest shall have the respective priorities set forth in clause (e) above. Except for the filing of financing statements on Form-1 under pursuant to the UCC with the proper filing and recording agencies in the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Debtor Debtors of, or the effectiveness of, the Security Interest Interests granted hereby or for the execution, delivery and performance of this Agreement by the Debtor Debtors or (ii) for the perfection of or exercise by the Secured Party Parties of its their rights and remedies hereunder. (fg) The Debtor authorizes Debtors acknowledge and agree that on the date of execution of this Agreement, the Secured Party Parties will file one or more financing statements under the UCC with respect to make any the Security Interests with the proper filing and recording agencies in the jurisdictions, all financing statement filings deemed reasonably necessary by as indicated on Schedule B, attached hereto and in such other jurisdictions as the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”Parties may deem necessary. (gh) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both)default, under its organizational documents, applicable law or any agreement to which the Debtor is Debtors are a party or by which the Debtor is Debtors are bound. No consent (including, without limitation, from stock holders or creditors of the DebtorDebtors) is required for the Debtor Debtors to enter into and perform its their obligations hereunder. (hi) The Debtor Debtors shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement Parties in accordance with the terms hereof to ensure that such liens and Security Interests are and remain senior to all not existing and hereafter created security interests and liens. The Collateral will be kept free of all liens, security interest, claims and encumbrances whatsoever, except for the First Investors' Security Interest and the Electronics' Security Interest hereunder shall terminate pursuant to Section 11Interest. The Each Debtor hereby agrees to defend the same against any and all persons. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Agent and/or the Secured PartyParties, the Debtor Debtors will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunderInterests. (ij) The Debtor Debtors will not allow any Collateral to be abandoned, forfeited or dedicated to the public without the prior written consent of the Secured Parties. The Debtors will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor Debtors in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured PartyParties. (jk) The Each Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kl) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptlyAgent, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest thereinSecurity Interests. (lm) The Each Debtor shall promptly execute and deliver to the Secured Party Parties such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Parties may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property IP Security Agreement”) Agreement in which each the Secured Party Parties has been granted a security interest hereunder, substantially in a form acceptable to the Secured PartyParties, which Intellectual Property IP Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mn) The Debtor Debtors shall permit the Secured Party Parties and its their representatives and agents upon reasonable prior notice to inspect the Collateral at any timetime during normal business hours, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party Parties from time to time. (no) The Each Debtor will will, at its own expense, take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (op) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor Debtors that may materially affect the value of the Collateral, the Security Interest Interests or the rights and remedies of the Secured Party Parties hereunder. (pq) Each Debtor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral where violation is reasonably likely to have a material adverse effect on the Secured Parties' rights in the Collateral or Secured Parties' ability to foreclose on the Collateral. (r) The Debtors shall not grant to any person or entity any rights or interests in or to any of the Collateral that are senior to, or pari passu with, the Secured Parties. (s) Each Debtor shall notify the Agent of any change in such Debtor's name, identity, chief place of business, chief executive office or residence within 10 days prior to such change. (t) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the Debtor Debtors with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Collateral Agent as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the Debtor of this Agreement and the filings contemplated therein herein have been duly authorized by all necessary action on the part of the Debtor and no further action is required by the Debtor. This Agreement has been duly executed by the DebtorDebtor . This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally, and provided that (1) the conversion of all of the Notes may require approval of the Company’s stockholders under applicable rules of the American Stock Exchange, which approval has not been obtained, and (2) insofar as any foreclosure on the Collateral under this Agreement would constitute a sale of all or substantially all of the Debtor’s assets requiring stockholder approval, such approval has not been obtained. (b) Each Debtor represents and warrants that it has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. (c) The full legal name of each Debtor is as set forth on the signature pages hereof. Each Debtor has not done in the last five (5) years, and does not do, business under any other name (including, without limitation, any trade name or fictitious business name). (d) Without limiting any prohibitions or restrictions in the Note, a Debtor shall not change its name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing at least ten (10) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions reasonably necessary or advisable to maintain the continuous validity, perfection and the same priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby. (e) Except for Permitted Liens, each Debtor is the sole owner of the Collateral (except for exclusive, semi-exclusive and non-exclusive licenses granted by the a Debtor in the ordinary course of businessbusiness which licenses existing as of the date hereof are identified on Schedule D hereto), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement), except as set forth on Schedule B (c) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (d) The Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least ten (10) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Collateral. (ef) This Agreement creates in favor of the Secured Party Collateral Agent a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached heretoSecretary of State of the State of Delaware, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the a Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the each Debtor or (ii) for the perfection of or exercise by the Secured Party Collateral Agent of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery Other than Permitted Liens and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both), under its organizational documents, applicable law or any agreement to which the Debtor is a party or by which the Debtor is bound. No consent (including, without limitation, from stock holders or creditors of the Debtor) is required for the Debtor to enter into and perform its obligations hereunder. (h) The Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11. The Debtor hereby agrees to defend the same against any and all persons. The Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured PartyPermitted Transfers, the Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor Debtors will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (Agent. “Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: Permitted Transfers” means (i) sales of inventory in the actual name normal course of the Debtor is the name set forth in Schedule D attached hereto; business, (ii) licenses of technology in the Debtor has no trade names except as set forth ordinary course of business on Schedule E attached hereto; commercially reasonable terms and consistent with the Company's past practices, or (iii) the Debtor has dispositions of worn-out or obsolete equipment and dispositions of equipment not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreementexceeding $250,000 per year.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Debtor Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) The Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor in the ordinary course of business)Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interests. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. So . As long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest Interests to create in favor of the Secured Party Parties a valid, perfected and continuing first priority liens lien in all the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Note) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the UCC immediately following paragraph and the recordation of the Intellectual Property Security Agreement (as defined below) with the jurisdictions indicated on Schedule B, attached heretoUnited States Patent and Trademark Office, no authorization further action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the execution and delivery of this Agreement by all (100%) of the Secured Parties, the filing of said financing statements and the recordation of said Intellectual Property Security Agreement, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (i) the grant by execution, delivery and performance of this Agreement, (ii) the Debtor ofcreation or perfection of the Security Interests created hereunder in the Collateral, or (iii) the effectiveness ofenforcement of the rights of the Agent and the Secured Parties hereunder. (g) The Debtor hereby authorizes the Agent to file one or more financing statements under the UCC, with respect to the Security Interest granted hereby or for Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor's debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent All required consents (including, including without limitation, limitation from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The Until this Agreement and the Security Interest hereunder shall be terminated pursuant to the terms hereof, each Debtor shall at all times maintain in favor of the Secured Parties the liens and Security Interest Interests provided for hereunder as valid and perfected first priority liens and security interests in all the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11Collateral. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to the Agent on behalf of the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (ij) The No Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for licenses granted by a Debtor in its ordinary course of business) without the prior written consent of all the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverageParties. (k) The Each Debtor shallshall promptly, within but no later than ten (10) days of after obtaining knowledge thereof, advise the Secured Party promptlyParties, through the Agent, in sufficient detail, detail of any substantial change in the Collateral, Collateral and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest therein. (l) The Each Debtor shall promptly execute and deliver to the Secured Party Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its the Secured Parties’ security interest in the Collateral including, including without limitation, if applicable, the execution and delivery of a separate security agreement with respect to the Companyeach Debtor’s intellectual property Patents (“Intellectual Property Security Agreement”) in which the Secured Party has Parties have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Secured PartyAgent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Each Debtor shall permit the Secured Party Agent and its representatives and agents to inspect the Collateral at any timeduring normal business hours and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party Agent from time to time. (n) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the such Debtor that may materially affect the value of the Collateral, the Security Interest Interests or the rights and remedies of the Secured Party Parties hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is and will be accurate and complete in all material respects as of the date furnished. (q) The No Debtor shall will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at all times preserve least 30 days prior written notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements necessary to perfect and keep in full force continue the perfection of the Security Interests granted and effect its valid existence and good standing and any rights and franchises material to its businessesevidenced by this Agreement. (r) The No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement. (s) Each Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the such Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the each Debtor’s organizational identification number or, if the any Debtor does not have one, states that one does not exist. The Debtor further represents: , and identifies the type of organization such entity is. (i) the The actual name of the each Debtor is the name set forth in Schedule D C attached hereto; (ii) the no Debtor has no any trade names except as set forth on Schedule E D attached hereto; (iii) the no Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E D for the preceding five years; and (iv) no entity has merged into the any Debtor or been acquired by the any Debtor within the past five years except as set forth on Schedule E.D. (su) Each Debtor shall cause each subsidiary of such Debtor to immediately become a party hereto (an “Additional Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Agent may reasonably request. Upon delivery of the foregoing to the Agent, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtors” shall be deemed to include each Additional Debtor. (v) Without limiting the generality of the other obligations of the Debtors hereunder, each Debtor shall promptly (i) cause the security interest contemplated hereby with respect to all Patents to be duly recorded at United States Patent and Trademark Office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license) or creates any additional Patents. (w) Each Debtor will from time to time, at the sole joint and several expense of the DebtorDebtors, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party Parties to exercise and enforce its their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement. (x) Schedule E attached hereto lists all of the Patents (issued and applied for) owned by any of the Debtors as of the date hereof. All material Patents of the Debtors have been duly recorded at the United States Patent and Trademark Office.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Permitted Liens (as defined in the Debenture). Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. (c) Except for Permitted Liens and as set forth on Schedule B attached hereto, the Debtors are the sole owner of of, or have the right to use, the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest Interest. Except for the financing statements filed with the New Jersey Secretary of State and security interests granted by the Company in favor of Xxxxxx United Bank in connection with a term loan to the Company, which loan will be repaid from the proceeds from the sale of the Securities and which financing statement and security interest will be terminated contemporaneous with the Closing, due evidence of which shall be provided to pledge the CollateralSecured Parties, except as set forth on Schedule B. There there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid valid, first priority security interest in the Collateral Collateral, securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness ofimmediately following paragraph, the recordation of the Intellectual Property Security Interest granted hereby or for Agreement (as defined below) with respect to copyrights and copyright applications in the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. United States Copyright Office referred to in paragraph (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or bothm), under its organizational documents, applicable law or when requested by any agreement to which the Debtor is a party or by which the Debtor is bound. No consent (including, without limitation, from stock holders or creditors of the Debtor) is required for the Debtor to enter into and perform its obligations hereunder. (h) The Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11. The Debtor hereby agrees to defend the same against any and all persons. The Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Debtor will sign execution and deliver to delivery of deposit account control agreements satisfying the Secured Party at any time or from time to time one or more financing statements pursuant to requirements of Section 9-104(a)(2) of the UCC (with respect to each deposit account of the Debtors, and the delivery of the certificates and other instruments provided in Section 3, no action is necessary to create, perfect or any other applicable statute) in form reasonably satisfactory to protect the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for hereinsecurity interests created hereunder. Without limiting the generality of the foregoing, except for the Debtor shall pay all feesfiling of said financing statements, taxes and other amounts necessary to maintain the Collateral and the recordation of said Intellectual Property Security Interest hereunderAgreement, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the said deposit account control agreements when requested by any Secured Party, which Intellectual Property Security Agreementno consent of any third parties and no authorization, approval or other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any timeaction by, and no notice to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserveor filing with, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution governmental authority or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral regulatory body is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: required for (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; execution, delivery and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes performance of this Agreement.,

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, with the Secured Party Parties as follows: (a) The Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the Debtor of this Agreement and the filings contemplated therein herein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a the legal, valid and binding obligation of the Debtor, enforceable against Debtor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtor has no place of business or office where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as disclosed on Schedule A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor. Except for liens set forth on Exhibit A and Exhibit B attached hereto, the Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. So long as this Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement), except as set forth on Schedule B Interests. (c) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received by the Debtor that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (d) The Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and the Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Collateral). (e) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral Collateral, securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunderObligations. (f) The Debtor hereby authorizes the Secured Party Parties to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such file one or more financing statements as “all assets”under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (g) The execution, delivery and performance of this Agreement by the Debtor does not (i) violate any of the provisions of any Organizational Documents of the Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Debtor or (ii) conflict with with, or cause constitute a breach or default, default (or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or any agreement other instrument (evidencing the Debtor’s debt or otherwise) or other understanding to which the Debtor is a party or by which the Debtor collateral is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the Debtor) is required necessary for the Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (h) The Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11. The Debtor hereby agrees to defend the same against any and all persons. The Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Parties. Notwithstanding the foregoing, Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause be entitled to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change conduct business in the Collateralnormal course, including using cash and of cash equivalents and entering into business relationships and agreements, including but not limited to license and marketing agreements relating to products and commercialization. Additionally, notwithstanding the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The foregoing, Debtor shall promptly execute and deliver be entitled to incur indebtedness in an amount not to exceed the New Indebtedness Threshold (as defined herein) secured by new liens senior in priority to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest liens created hereby in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect (“New Priority Liens”). The term “New Indebtedness Threshold” shall mean an amount equal to the Company’s intellectual property difference between: (“Intellectual Property Security Agreement”a) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all amount of the terms and conditions hereof. obligations secured by the Existing Priority Liens (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n“Existing Priority Obligations”) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. hereof and (qb) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws amount of the state or other jurisdiction set forth next Existing Priority Obligations as of the date on which such new indebtedness is incurred. Secured Parties hereby acknowledge and agree that the Security Interest in the Collateral granted to Secured Parties hereby shall be subordinated to any New Priority Liens, but only to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name extent of the Debtor is New Indebtedness Threshold. Notwithstanding the name set forth in Schedule D attached hereto; (ii) forgoing, any such new liens will require the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense consent of the Debtorholders of any continuing Existing Priority Liens in accordance with the security agreements pursuant to which the Company granted the Existing Priority Liens and all documents, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, agreements executed in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreementconnection therewith.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary Table of Contents action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. No Debtor is the record owner of any real property on the date hereof. (c) Except for Permitted Liens (as defined in the Purchase Agreement) and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the respective Collateral (except for non-exclusive licenses granted by the or to any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interest. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid valid, security interest in the Collateral Collateral, subject only to Permitted Liens (as defined in the Purchase Agreement) securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both), under its organizational documents, applicable law or any agreement to which the Debtor is a party or by which the Debtor is bound. No consent (including, without limitation, from stock holders or creditors of the Debtor) is required for the Debtor to enter into and perform its obligations hereunder. (h) The Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest created hereunder shall terminate pursuant to Section 11. The Debtor hereby agrees to defend the same against any and all persons. The Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (i) The Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (j) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein. (l) The Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (p) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Except as set forth under the corresponding Section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the each Debtor. This Agreement constitutes a the legal, valid and binding obligation of the each Debtor, enforceable against each Debtor enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general application relating to or affecting the enforcement rights and remedies of creditor’s rights generallycreditors and by general principles of equity. (b) The Debtor Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. (c) The Debtors are the sole owner owners of the Collateral (except for non-exclusive licenses granted by the any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. Interests. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been will be filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral. Except pursuant to this Agreement, except as set forth on Schedule B. So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and may not relocate such books of account and records or tangible its Collateral unless it delivers to at the Secured Party at least ten (10) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Collaterallocations set forth on Schedule A attached hereto. (ef) This Agreement creates in favor of the Secured Party Parties a valid first priority security interest in the Collateral Collateral, subject only to Permitted Liens, securing the payment and performance of the Obligations and, upon Obligations. Upon making the filings described in the immediately following sentenceparagraph, a all security interests created hereunder in any Collateral which may be perfected first priority security interest in such Collateralby filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements on Form-1 under referred to in the UCC with the jurisdictions indicated on Schedule B, attached heretoimmediately following paragraph, no authorization action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the foregoing, no consent of any third parties and no authorization, approval of or other action by, and no notice to or filing with or notice to with, any governmental authority or regulatory body is required either for (x) the grant by execution, delivery and performance of this Agreement, (y) the Debtor of, creation or the effectiveness of, perfection of the Security Interest granted Interests created hereunder in the Collateral or (z) the enforcement of the rights of the Agent and the Secured Parties hereunder. (g) Each Debtor hereby authorizes the Agent to file one or for more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. (h) The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational Documents of any Debtor or for the perfection any judgment, decree, order or award of any court, governmental body or exercise by the Secured Party of its rights and remedies hereunder. arbitrator or any applicable law, rule or regulation applicable to any Debtor or (fii) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. conflict with, or constitute a default (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or other instrument (evidencing any agreement Debtor’s debt or otherwise) or other understanding to which the any Debtor is a party or by which the any property or asset of any Debtor is boundbound or affected. No consent If any, all required consents (including, without limitation, from stock holders stockholders or creditors of the any Debtor) is required necessary for the any Debtor to enter into and perform its obligations hereunderhereunder have been obtained. (hi) The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. (j) Each Debtor shall at all times maintain the liens and Security Interest Interests provided for hereunder as valid and perfected perfected, first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1112 hereof. The Each Debtor hereby agrees to defend the same against the claims of any and all personspersons and entities. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Secured PartyAgent, the each Debtor will sign and deliver to the Secured Party Agent on behalf of the Agent at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest Interests hereunder, and the each Debtor shall obtain and furnish to the Secured Party Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest Interests hereunder. (ik) The No Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor in the ordinary course of business)license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business, sales of inventory by a Debtor in its ordinary course of business and the replacement of worn-out or obsolete equipment by a Debtor in its ordinary course of business) without the prior written consent of the Secured Party.Agent (jl) The Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (k) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptlyParties, in sufficient detail, of any substantial material adverse change in the Collateral, and of the occurrence of any event which that would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest interest, through the Agent, therein. (lm) The Each Debtor shall promptly execute and deliver to the Secured Party Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its the Secured Parties’ security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (m) The Debtor shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to timeCollateral. (n) The Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (o) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the such Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (po) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qp) The No Debtor shall will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at all times preserve least thirty (30) days’ prior written notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and keep in full force continue the perfection of the Security Interests granted and effect its valid existence and good standing and any rights and franchises material to its businessesevidenced by this Agreement. (rq) The Each Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the such Debtor’s name in Schedule C B attached hereto, which Schedule C B sets forth the each Debtor’s organizational identification number or, if the any Debtor does not have one, states that one does not exist. The . (r) Each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the Pledged Interests consistent with the terms of this Agreement without the further consent of any Debtor further represents: as contemplated by Section 8-106 (ior any successor section) the actual name of the UCC. Further, each Debtor is the name set forth in Schedule D attached hereto; agrees that it shall not enter into a similar agreement (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than or one that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor would confer “control” within the past five years except as set forth on Schedule E.meaning of Article 8 of the UCC) with any other person or entity. (s) The Each Debtor will from time to time, at the sole joint and several expense of the DebtorDebtors, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party Parties to exercise and enforce its their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents The Debtors jointly and warrants severally represent and warrant to, and covenants covenant and agrees agree with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the such Debtor and no further action is required by the such Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Each Debtor represents and warrants that it has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on SCHEDULE A attached hereto; (c) Except for the Security Interest and as set forth in SCHEDULE 3(C) hereto, each Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor Debtors in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party Parties pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the Debtor Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Debtor’s Debtors' use of any Collateral violates the rights of any third party. There has been no adverse decision to the Debtor’s Debtors' claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Debtor’s Debtors' right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on SCHEDULE A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party Parties a valid, perfected and continuing first priority liens in the Collateral. (ef) This Agreement creates in favor of the Secured Party Parties a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under pursuant to the UCC with the proper filing and recording agencies in the jurisdictions indicated on Schedule SCHEDULE B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Debtor Debtors of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor Debtors or (ii) for the perfection of or exercise by the Secured Party Parties of its rights and remedies hereunder. (fg) The Debtor authorizes On the Secured Party date of execution of this Agreement, the Debtors will file one or more financing statements under the UCC with respect to make any the Security Interest with the proper filing and all financing statement filings deemed reasonably necessary recording agencies in the jurisdictions indicated on SCHEDULE B, attached hereto and in such other jurisdictions as may be requested by the Secured Party. The Parties and will deliver true and complete copies of such filings to the Secured Party is authorized to describe the Collateral in such financing statements as “all assets”Parties. (gh) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default (with or without notice, lapse of time or both)default, under its organizational documents, applicable law or any agreement to which the Debtor is Debtors are a party or by which the Debtor is Debtors are bound. No consent (including, without limitation, from stock holders or creditors of the DebtorDebtors) is required for the Debtor Debtors to enter into and perform its their obligations hereunder. (hi) The Debtor Debtors shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof. The Each Debtor hereby agrees to defend the same against any and all persons. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of the Agent and/or the Secured PartyParties, the Debtor Debtors will sign and deliver to the Secured Party Parties at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party Parties and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (ij) The Each Debtor will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor Debtors in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured PartyParties. (jk) The Each Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kl) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Agent promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties' security interest therein. (lm) The Each Debtor shall promptly execute and deliver to the Secured Party Parties such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party Parties may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property IP Security Agreement”) Agreement in which each the Secured Party Parties has been granted a security interest hereunder, substantially in a form acceptable to the Secured PartyParties, which Intellectual Property IP Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mn) The Each Debtor shall permit the Secured Party Parties and its representatives and agents upon reasonable prior notice to inspect the Collateral at any timetime during normal business hours, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party Parties from time to time. (no) The Each Debtor will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (op) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Debtor Debtors that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (pq) Each Debtor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral where violation is reasonably likely to have a material adverse effect on the Secured Parties' rights in the Collateral or Secured Parties' ability to foreclose on the Collateral. (r) Each Debtor shall notify the Agent of any change in such Debtor's name, identity, chief place of business , chief executive office or residence within 5 days of such change. (s) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the Debtor Debtors with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (q) The Debtor shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to time, at the sole expense of the Debtor, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants and agrees with, the Secured Party Parties as follows: (a) The Each Debtor has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunderhereunder. The execution, delivery and performance by the each Debtor of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the each Debtor and no further action is required by the each Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. (b) The Each Debtor has no place of business or offices where its books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule C attached hereto. (c) Each Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by the Debtor in the ordinary course of business)its Collateral, free and clear of any conflicting ownership interest or liens, security interests, encumbrances, rights or claimsclaims (except for Permitted Liens), and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this AgreementParties) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the no Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except (i) for Permitted Liens and (ii) to the extent filed or recorded in favor of the Secured Party Parties pursuant to the terms of this Agreement). (d) To each Debtor’s knowledge, except as set forth on Schedule B (c) No no part of the its ownership rights to its Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the any Debtor’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the any Debtor’s claim of ownership rights in or exclusive rights to use the of its Collateral in any jurisdiction or to the any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the such Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule C and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party Parties at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of each of the Secured Party Parties a valid, perfected and continuing perfected first priority liens lien in the Collateral (other than with respect to the oil and gas real property that forms a part of the Collateral, in which will be created a valid, perfected and continuing perfected lien in such property; provided however, each Debtor shall promptly inform the Secured Parties upon learning of any prior lien on such oil and gas interests that would be materially adverse to the interests of the Secured Parties thereon). (ef) This Agreement creates together with such mortgages, deeds of trust, trust deeds, and other agreements by and among the Secured Parties and the Debtors, creates, or will create, in favor of the Secured Party Parties a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the paragraph (g) set forth immediately following sentencebelow, will create a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either for the grant by the Debtor of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor or for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (f) The Debtor authorizes the Secured Party to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (g) Each Debtor hereby authorizes each of the Secured Parties to file one or more financing statements under the UCC, with respect to the Security Interest with the proper filing and recording agencies in any jurisdiction deemed proper by them. (h) The execution, delivery and performance of this Agreement by each Debtor does not conflict with with, or cause constitute a breach or default, default (or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or any agreement other instrument (evidencing such Debtor’s debt or otherwise) or other understanding to which the such Debtor is a party or by which the any property or asset of such Debtor is boundbound or affected. No consent (including, without limitation, from stock holders stockholders or creditors of the such Debtor) is required for the such Debtor to enter into and perform its obligations hereunder. (hi) The After making the filings contemplated by Section 3(f), each Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral as described in Sections 3(e) and (f) of this Agreement in favor of the Secured Party Parties until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof. The Each Debtor hereby agrees to defend the same against any and all persons. The Each Debtor shall safeguard and protect all Collateral for the account of the Secured PartyParties. At the request of Each Debtor irrevocably authorizes the Secured Party, the Debtor will sign and deliver to the Secured Party Parties at any time or and from time to time one to file in any filing office in any jurisdiction any initial financing statement or more financing statements pursuant to amendment thereto that indicates the UCC (collateral as “all assets” or any other applicable statute) in form reasonably satisfactory to the Secured Party “all personal property” of such Debtor or words of similar effect and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party Parties to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party Parties from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (ij) The No Debtor will not transferdirectly or indirectly, pledgeconsummate an unapproved Asset Sale, hypothecate, encumber, license (except for non-exclusive licenses granted and sales of inventory made by the Debtor as such is defined in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured PartyDebenture. (jk) The Each Debtor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kl) The Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s Parties’ security interest therein. (lm) The Each Debtor shall promptly execute and deliver to the Secured Party Parties such further deeds, mortgages, fixture filings, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the any Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral or any additional collateral, including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s intellectual property (“Intellectual Property Security Agreement”) in mortgages and fixture filings, which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable shall be satisfactory to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereofParties in their sole discretion for real or personal property interest. (mn) The Each Debtor shall permit the Secured Party Parties and its their representatives and agents to inspect the Collateral at any time, with reasonable advance notice, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party Parties from time to time. (no) The Each Debtor will shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of its Collateral other than as normal and customary in the Collateralordinary course of such Debtor’s business. (op) The Each Debtor shall promptly notify the Secured Party Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any its Collateral and of any other information received by the such Debtor that may materially affect which would have a material adverse effect on the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party Parties hereunder. (pq) All information heretofore, herein or hereafter supplied to the Secured Party Parties by or on behalf of the any Debtor with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qr) The Each Debtor shall shall, and cause it subsidiaries, if any, to, at all times preserve and keep in full force and effect its their respective valid existence and good standing and any rights and franchises material to its their businesses. (rs) The Each Debtor was organized and remains organized solely under the laws of the state will not change its name, corporate structure, or other jurisdiction set forth next identity, or add any new fictitious name unless it provides at least thirty (30) days prior written notice to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name Secured Parties of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The Debtor will from time to timesuch change and, at the sole expense time of the Debtorsuch written notification, promptly execute and deliver all such further instruments and documents, and take all such further action as may be Debtor provides any financing statements or fixture filings necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest continue perfected the perfected first priority Security Interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of evidenced by this Agreement. (t) No Debtor may relocate its chief executive office to a new location without providing thirty (30) days prior written notification thereof to the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected first priority Security Interest granted and evidenced by this Agreement.

Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents The Debtors jointly and warrants severally represent and warrant to, and covenants covenant and agrees agree with, the Secured Party as follows: (a) The Debtor has Debtors have the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its their obligations thereunder. The execution, delivery and performance by the Debtor Debtors of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Debtor Debtors and no further action is required by the Debtor. This Agreement has been duly executed by the Debtor. This Agreement constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generallyDebtors. (b) The Debtor Debtors represent and warrant that they have no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. (c) Except for the indebtedness and subordinated liens of the holders of the Parent's 12% Secured Promissory Notes due December 31, 2002 in the principal amount of $1,000,000, the Debtors are the sole owner owners of the Collateral (except for non-exclusive licenses granted by the Debtor Debtors in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is are fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule B. . There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule B. . So long as this Agreement shall be in effect, the neither Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement), except as set forth on Schedule B . (cd) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the either Debtor’s 's use of any Collateral violates the rights of any third party. There has been no adverse decision to the either Debtor’s 's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the a Debtor’s 's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the DebtorDebtors, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (de) The Debtor Debtors shall at all times maintain its their respective books of account and records relating to the Collateral at its their respective principal place of business and their respective Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers they deliver to the Secured Party at least ten (10) 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party a valid, perfected and continuing first priority liens in the Collateral. (ef) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under pursuant to the UCC with the proper filing and recording agencies in the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Debtor Debtors of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Debtor Debtors or (ii) for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (fg) The Debtor authorizes On the date of execution of this Agreement, the Debtors will file one or more financing statements under the UCC with respect to the Security Interest with the proper filing and recording agencies in the jurisdictions indicated on Schedule B, attached hereto and in such other jurisdictions as may be requested by the Secured Party and will deliver true and complete copies of such filings to make any and all financing statement filings deemed reasonably necessary by the Secured Party. The Secured Party is authorized to describe the Collateral in such financing statements as “all assets”. (gh) The execution, delivery and performance of this Agreement by the Debtors does not conflict with with, or cause constitute a breach or default, default (or an event that with notice or without the passage lapse of time or noticeboth would become a default) under, shall constitute a breach or default give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)) of, under its organizational documentsany agreement, applicable law credit facility, debt or any agreement other instrument (evidencing a Debtor's debt or otherwise) or other understanding to which the either Debtor is a party or by which any property or asset of the Debtor Debtors is boundbound or affected. No consent (including, without limitation, from stock holders or creditors of the a Debtor) is required for the Debtor Debtors to enter into and perform its obligations hereunder. (hi) The Debtor Debtors shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate be terminated pursuant to Section 1111 hereof. The Debtor Debtors hereby agrees agree to defend the same against any and all persons. The Debtor Debtors shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Debtor Debtors will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Debtor Debtors shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Debtor Debtors shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (ij) The Debtor Debtors will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory made by the Debtor in the ordinary course of businessinventory), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (jk) The Debtor Debtors shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (kl) The Debtor Debtors shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s 's security interest therein. (lm) The Debtor Debtors shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company’s each Debtor's intellectual property (“"Intellectual Property Security Agreement”") in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (mn) The Debtor Debtor's shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (no) The Debtor will Debtor's shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (op) The Debtor Debtors shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the a Debtor that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (pq) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Debtor Debtors with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (qr) The Debtor Debtors shall at all times preserve and keep in full force and effect its their respective valid existence and good standing and any rights and franchises material to its businessesbusiness. (r) The Debtor was organized and remains organized solely under the laws of the state or other jurisdiction set forth next to the Debtor’s name in Schedule C attached hereto, which Schedule C sets forth the Debtor’s organizational identification number or, if the Debtor does not have one, states that one does not exist. The Debtor further represents: (i) the actual name of the Debtor is the name set forth in Schedule D attached hereto; (ii) the Debtor has no trade names except as set forth on Schedule E attached hereto; (iii) the Debtor has not used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five years; and (iv) no entity has merged into the Debtor or been acquired by the Debtor within the past five years except as set forth on Schedule E. (s) The A Debtor will from time not change its name, FEIN, corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to timethe Secured Party of such change and, at the sole expense time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and continue perfected the Debtorfirst priority Security Interest granted and evidenced by this Agreement and the Note as to the Collateral. (t) A Debtor may not consign any of its Inventory or sell any of its Inventory on bill and hold, promptly execute and deliver all such further instruments and documentssale or return, and take all such further action as may be necessary or desirablesale on approval, or as other condixxxxal terms of sale without the consent of the Secured Party which shall not be unreasonably withheld. (u) A Debtor may reasonably requestnot relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the Secured Party and so long as, in order at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect and protect any security interest continue perfected the first priority Security Interest granted or purported and evidenced by this Agreement and the Note as to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out Collateral. (v) Parent owns 100% of the purposes capital stock of this AgreementSubsidiary.