Common use of Grant of Security Interest and Pledge Clause in Contracts

Grant of Security Interest and Pledge. 4.1.1 Borrower hereby grants to the Lender, to secure the payment and performance in full of all of the Obligations, a first position priority security interest in the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, and Borrower shall make appropriate entries upon its financial statements and books and records disclosing Lender’s first position priority security interest and lien in the Collateral. 4.1.2 Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”): (a) All of the shares of capital stock of Issuer identified on Schedule 1 attached hereto and made a part hereof, any certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock of Issuer now or hereafter held in the name of the Borrower or held beneficially for the Borrower (said capital stock, options and warrants and all capital stock held in the name of or beneficially for the Borrower as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), delivered to Lender in accordance with this Agreement accompanied by stock powers in form and substance acceptable to Lender duly executed in blank, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) One hundred percent (100%) of all additional shares of stock of Issuer acquired by Borrower in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and Lender is irrevocably authorized to amend Schedule 1 from time to time to reflect such additional shares), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (c) The property and interests in property described in Section 4.1.3 below; and (d) All proceeds of the foregoing. 4.1.3 If, during the term of this Agreement: (a) Any stock dividend, reclassification, readjustment, split or other change is declared or made in the capital structure of Issuer or any option included within the Pledged Collateral is exercised, or both, or (b) Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral, then such shares, warrants, rights, options or other securities shall be immediately delivered to and held by the Lender under the terms of this Agreement and shall constitute Pledged Collateral hereunder; provided, however, that nothing contained in this Section 4.1.3 shall be deemed as the Lender’s consent to any stock dividend, issuance of additional stock, warrants, rights or options, reclassification, readjustment, split or other change in the capital structure of Issuer.

Grant of Security Interest and Pledge. 4.1.1 Borrower hereby grants to the Lender, to secure (a) As security for the payment and performance in full of all of the Notes and the Obligations, including, without limitation, the due and punctual payment of the principal of, and accrued and unpaid interest on, the Notes, whether at maturity, by acceleration or otherwise, and all renewals, extensions, rearrangements, amendments, modifications and increases thereof, Pledgor hereby pledges and grants to Pledgee a first position priority security interest in the Collateral, wherever located, whether now owned or hereafter acquired or arisingand to, and assigns and transfers to Pledgee, (i) all of the capital stock of each entity listed on the attached Schedule 1, as evidenced on the date hereof by the certificates described on Schedule 1 attached hereto; (ii) all proceeds and products thereofof the stock described in item (i) above; and (iii) all income, stock dividends and other distributions from items (i) and (ii) above (such shares, proceeds, products, income, stock dividends and distributions being referred to collectively as the "Collateral"). Borrower representsThe Collateral shall be held by Pledgee, warrants, and covenants that the security interest granted herein is and but shall at all times continue to be a first priority perfected security interest in the Collateral, and Borrower shall make appropriate entries upon its financial statements and books and records disclosing Lender’s first position priority security interest and lien in the Collateral. 4.1.2 Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”): (a) All of the shares of capital stock of Issuer identified on Schedule 1 attached hereto and made a part hereof, any certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock of Issuer now or hereafter held registered in the name of the Borrower or held beneficially Pledgor unless and until the occurrence of an Event of Default. (b) Pledgor hereby designates and appoints Pledgee as its attorney-in-fact and proxy, with full power of substitution, which designation and appointment is irrevocable and coupled with an interest, exercisable upon the occurrence of an Event of Default for the Borrower (said capital stock, options purpose of voting the Collateral and warrants performing any and all capital stock held acts, in the name, place and stead of Pledgor, that are authorized by the provisions of this Pledge Agreement. Accordingly, Pledgor irrevocably constitutes and appoints Pledgee as Pledgor's proxy and attorney-in-fact, effective only after notice to Pledgor after an Event of Default has occurred and so long as it is continuing, but with full power of substitution, to vote, and to act with respect to, the Collateral, standing in the name of Pledgor or beneficially for with respect to which Pledgor is entitled to vote and act. (c) Concurrently with the Borrower as a result execution and delivery of the exercise of such options or warrants being hereinafter collectively referred this Pledge Agreement, Pledgor shall deliver to as the “Pledged Stock”), delivered to Lender Pledgee all certificates identified in accordance with this Agreement Schedule 1 accompanied by undated stock powers in form and substance acceptable to Lender duly executed in blank, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) One hundred percent (100%) of all additional shares of stock of Issuer acquired by Borrower in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and Lender is irrevocably authorized to amend Schedule 1 from time to time to reflect such additional shares), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (c) The property and interests in property described in Section 4.1.3 below; and (d) All proceeds of the foregoing. 4.1.3 If, during the term of this Agreement: (a) Any stock dividend, reclassification, readjustment, split or other change is declared or made in the capital structure of Issuer or any option included within the Pledged Collateral is exercised, or both, or (b) Any subscription warrants or any other rights or options shall be issued in connection with the Pledged Collateral, then such shares, warrants, rights, options or other securities shall be immediately delivered to and held by the Lender under the terms of this Agreement and shall constitute Pledged Collateral hereunder; provided, however, that nothing contained in this Section 4.1.3 shall be deemed as the Lender’s consent to any stock dividend, issuance of additional stock, warrants, rights or options, reclassification, readjustment, split or other change in the capital structure of Issuer.

Grant of Security Interest and Pledge. 4.1.1 Borrower (a) As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all the Secured Obligations and to induce Agent and each Holder to enter into the Purchase Agreement and to make the Convertible Note Loans in accordance with the terms thereof, each Grantor hereby assigns, conveys, mortgages, pledges, hypothecates, and transfers to Agent for the ratable benefit of Holders, and hereby grants to Agent for the Lenderratable benefit of Holders, a security interest in, all of such Grantor's right, title and interest in, to, and under the following (all of which being hereinafter collectively called the "COLLATERAL"): (i) all Accounts of such Grantor; (ii) all Chattel Paper of such Grantor; (iii) all Contracts of such Grantor; (iv) all Copyrights of such Grantor; (v) all Documents of such Grantor; (vi) all Equipment of such Grantor; (vii) all General Intangibles of such Grantor; (viii) all Instruments of such Grantor; (ix) all Inventory of such Grantor; (x) all Patent Licenses of such Grantor; (xi) all Trade Secrets of such Grantor; (xii) all Trademark Licenses of such Grantor; (xiii) all shares of capital stock of every class of each Subsidiary listed on the signature page hereof; PROVIDED THAT so long as no Default or Event of Default has occurred and is continuing, each Grantor shall be entitled to receive all cash dividends paid, to secure the payment vote shares, and performance to give consents, waivers, and ratifications in full of all respect of the Obligationsstock secured or pledged hereby; PROVIDED, a first position priority security interest HOWEVER, that no vote shall be cast or consent, waiver, or ratification, given by any Grantor if the effect thereof would in the Collateral, wherever located, reasonable judgment of the Agent impair the stock secured or pledged hereby or be inconsistent with or result in any violation of the provisions of the Purchase Agreement or this Security Agreement; (xiv) all other goods and personal property of such Grantor whether tangible or intangible or whether now owned or hereafter acquired or arising, by such Grantor and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, and Borrower shall make appropriate entries upon its financial statements and books and records disclosing Lender’s first position priority security interest and lien in the Collateral. 4.1.2 Borrower hereby pledges to the Lender and grants to the Lender a first position priority security interest and lien in and to the following (the “Pledged Collateral”): (a) All of the shares of capital stock of Issuer identified on Schedule 1 attached hereto and made a part hereof, any certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock of Issuer now or hereafter held in the name of the Borrower or held beneficially for the Borrower (said capital stock, options and warrants and all capital stock held in the name of or beneficially for the Borrower as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), delivered to Lender in accordance with this Agreement accompanied by stock powers in form and substance acceptable to Lender duly executed in blank, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) One hundred percent (100%) of all additional shares of stock of Issuer acquired by Borrower in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and Lender is irrevocably authorized to amend Schedule 1 from time to time to reflect such additional shares), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (c) The property and interests in property described in Section 4.1.3 belowwherever located; and (dxv) All proceeds to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions, and replacements for, and rents, profits, and products of each of the foregoing. 4.1.3 If, during the term of this Agreement: (a) Any stock dividend, reclassification, readjustment, split or other change is declared or made in the capital structure of Issuer or any option included within the Pledged Collateral is exercised, or both, or (b) Any subscription warrants or any other rights or options shall be issued In addition, as collateral security for the prompt and complete payment when due of the Secured Obligations and in connection with order to induce Holders as aforesaid, Agent, for the Pledged Collateralratable benefit of each Holders, then such shares, warrants, rights, options or other securities shall be immediately delivered to is hereby granted a lien and security interest in all property of each Grantor held by the Lender under the terms Agent or such Holder, including, without limitation, all property of this Agreement and shall constitute Pledged Collateral hereunder; providedevery description, however, that nothing contained in this Section 4.1.3 shall be deemed as the Lender’s consent to any stock dividend, issuance of additional stock, warrants, rights now or options, reclassification, readjustment, split or other change hereafter in the capital structure possession or custody of Issueror in transit to Agent or such Holder for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.