Common use of Secured Parties Clause in Contracts

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP., a Delaware Corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICES, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer (TOPBUILD CORP.) Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President (TOPBUILD CORP.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]:

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP., a Delaware Corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICES, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer (TOPBUILD CORP.) Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President (TOPBUILD CORP.) EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ _the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]:: No. of Shares Certificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. [ASSIGNOR] By: Name: Title: EXHIBIT B GRANT OF SECURITY INTEREST IN COPYRIGHTS [see attached] GRANT OF SECURITY INTEREST IN COPYRIGHTS [DATE] FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, each of the undersigned (each, individually, a “Grantor”, and collectively, the “Grantors”), hereby grants to AXOS BANK, a federally chartered savings bank, as administrative agent for itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Grantee”), a continuing security interest in (i) all of such Grantor’s right, title and interest in, to and under the copyright registrations and copyright applications (the “Copyrights”) set forth on Schedule A attached hereto, (ii) all proceeds and products of the Copyrights, and (iii) all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights. THIS GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Grant”) is made to secure the satisfactory performance and payment of all the Secured Obligations of each Grantor, as such term is defined in that certain Credit Agreement, dated as of January 18, 2024 (as amended, modified, extended, restated, replaced, amended and restated, or supplemented from time to time, the “Credit Agreement”), by, among others, Xxxxxxx & Xxxxxx Enterprises, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto from time to time, the Lenders party thereto from time to time and Axos Bank, as Administrative Agent and Swingline Lender. This Grant has been granted in conjunction with the security interest granted to the Grantee under that certain Security and Pledge Agreement, dated as of January 18, 2024 (as amended, modified, extended, restated, replaced, amended and restated, or supplemented from time to time, the “Security Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement or the Security Agreement, as applicable). The rights and remedies of the Grantee with respect to the security interest granted

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORSGRANTORS BRPI ACQUISITION CO LLC, a Delaware limited liability company By: TOPBUILD CORPName: Title: UNITED ONLINE, INC.,a Delaware corporation By: Name: Title: YMAX CORPORATION, a Delaware corporation By: Name: Title: NETZERO, INC., a Delaware Corporation corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL JUNO ONLINE SERVICES, INC., a Delaware corporation By: Name: Title: JUNO INTERNET SERVICES, INC., a Delaware corporation By: Name: Title: CLASSMATES MEDIA CORPORATION, a Delaware corporation By: Name: Title: NETZERO MODECOM, INC., a Delaware corporation By: Name: Title: NETZERO WIRELESS, INC., a Delaware corporation By: Name: Title: UNITED ONLINE ADVERTISING NETWORK, INC., a Delaware corporation By: Name: Title: UNITED ONLINE WEB SERVICES, a Delaware corporation By: Name: Title: MAGICJACK HOLDINGS CORPORATION, a Delaware corporation By: Name: Title: BROADSMART HOLDING CO INC., a Delaware corporation By: Name: Title: BROADSMART GLOBAL, INC., a Florida corporation By: Name: Title: MAGICJACK LP, a Delaware limited partnership By: Name: Title: YMAX COMMUNICATIONS CORP. OF VIRGINIA, a Virginia corporation By: Name: Title: MAGICJACK SMB, INC., a Florida corporation By: Name: Title: TIGER JET NETWORK, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer (TOPBUILD CORP.) Accepted and agreed to as of the date first above written. BANK BANC OF AMERICACALIFORNIA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President (TOPBUILD CORP.) EXHIBIT A [FORM OF] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]:

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP.MONSTER WORLDWIDE, a Delaware Corporation INC. By: /s/ Xxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer FASTWEB, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICES, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP Secretary KJB HOLDING CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation . By: /s/ Xxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxx Title: Treasurer (TOPBUILD Secretary MILITARY ADVANTAGE, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER EMERGING MARKETS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER GOVERNMENT SOLUTIONS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER INTERNATIONAL HOLDING CORP.) Accepted and agreed to as of the date first above written. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER LABS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTERTRAK CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER WORLDWIDE TECHNOLOGIES, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary PWP, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary XXX.XXX INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary TROVIX INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary TMAT INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary AFFINITY LABS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER ASIA PACIFIC HOLDING CORP. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER WORLDWIDE SOUTH CAROLINA, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary TALENTBIN, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary RADIKER, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary GOZAIK LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Manager MONSTER CZ HOLDINGS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx X XxXxxxxx Xxxxxx Xxxxxx Title: Assistant Vice President United States Copyright Office Ladies and Gentlemen: Please be advised that further to the Security Agreement dated as of October 31, 2014 (TOPBUILD CORP.as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) FOR VALUE RECEIVEDby and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor hereby sellsgrants a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, assigns on behalf of the Secured Parties, hereby acknowledge and transfers agree that (a) the security interest granted pursuant to __________________ this Notice and Grant of Security Interest in the following Equity Interests foregoing copyrights and copyright applications is granted in conjunction with the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to the Agreement, and (b) the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) are not to be construed as an assignment of any copyright or copyright application. Very truly yours, [___________]GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security Agreement dated as of October 31, 2014 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [_________GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security Agreement dated as of October 31, 2014 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [corporationGRANTOR] [limited liability company]:By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: This SUPPLEMENT, dated as of , (this “Supplement”), is to the Security Agreement, dated as of October 31, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Agreement”), among the Grantors (such term as defined in the Agreement, and other terms used in this Supplement, to have the meanings set forth in the Agreement) from time to time party thereto, in favor of BANK OF AMERICA, N.A., as the administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP., a Delaware Corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICESUNITED ONLINE, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Pxxxxxx X. Xxx Name: Xxxxxx Xxxxxx Pxxxxxx X. Xxx Title: Chief Financial Officer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer (TOPBUILD CORP.) Accepted a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and agreed to as of the date first above written. BANK OF AMERICA, N.A., Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer a Delaware corporation By: /s/ Pxxxxxx X. Xxx Name: Pxxxxxx X. Xxx Title: Vice President and Treasurer as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Sxxxx Xxxxx Name: Xxxxxxx X XxXxxxxx Sxxxx Xxxxx Title: Vice President (TOPBUILD CORP.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [____________], a [__________] [corporation] [limited liability company]: