Common use of Grant of Security Interests; Filing of Financing Statements Clause in Contracts

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining the Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇the Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to the Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligationsobligations under the Loan Documents, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations under this Agreement, the Notes and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations under this Agreement and the other Loan Documents have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s ObligationsObligations to Lender, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining the Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇the Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to the Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligationsobligations under the Loan Documents, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations under this Agreement, the Notes and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations under this Agreement and the other Loan Documents have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s the Obligations, each Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the CollateralCollateral of such Borrower. In connection with the foregoing, each Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements in the United States describing the Collateral without otherwise obtaining such Borrower’s signature or consent with respect to the filing of such financing statements. In addition, each Borrower agrees to assist in the filing or recordation of such other documents or instruments as may be customary or reasonably required by Lender in accordance with the laws of the jurisdiction where such Borrower or its Collateral is located. (b) In furtherance of ▇▇▇▇▇▇▇▇’s Borrowers’ grant of the security interests in the Collateral pursuant to Section 2.10(a) above, each Borrower hereby pledges pledges, assigns and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇such Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, each Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Each Borrower is and shall remain absolutely and unconditionally liable liable, on a joint and several basis, for the performance of its the Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All The Liens in all Collateral granted or pledged (as applicable) by each Borrower under this Agreement and any Supplement the Security Documents shall secure the timely payment and performance of all Obligations. Except as expressly provided in Section 6.5 of this Agreement, no Collateral pledged in which Lender has been granted a Lien under this Agreement or any Supplement the Security Documents shall be released by Lender until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to the Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower shall be entitled to exercise any right to which a holder of such Shares is entitled, including, without limitation, any voting rights with respect to the Shares and receipt of all dividends and other distributions with respect to give consentsthe Shares that are permitted hereunder and the granting of, waivers and ratifications in respect thereof, provided that no vote Borrower shall be cast or consent, waiver or ratification given or action taken not exercise any right in a manner which would be inconsistent with the performance of its Obligations pursuant to any of the terms of this Agreement or which would constitute or create any violation of any such terms of such termsthis Agreement. All such rights to vote and give receipt of dividends and other distributions with respect to the Shares that are permitted hereunder and the granting of consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Lender’s written notice to Borrower of Lender’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations).

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Execution Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligationsobligations under the Loan Documents, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations (other than inchoate indemnity obligations) under this Agreement, the Notes and the other Loan Documents (excluding the Warrants). Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnity obligations) under this Agreement and the other Loan Documents (excluding the Warrants) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to the Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Lender’s written notice to Borrower of Lender’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except in connection with dispositions permitted by this Agreement or as otherwise expressly provided in this AgreementAgreement (in which case the Lien on the Collateral so transferred shall be automatically deemed released), no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s ObligationsObligations to Lender, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to the Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash non-cash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligationsobligations under the Loan Documents, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in Obligations under this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied the Notes and paid in full.the other Loan

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing required to perfect Lender’s security interest in the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On Within ten (10) days after the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s requestrequest (or, within ten (10) days of the certification of any Shares not certificated as of the Closing Date), the certificate or certificates for the Shares will be delivered to the Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and and, if the Shares are certificated, cause new (as applicable) certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Lender’s written notice to Borrower of Lender’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity or expense reimbursement obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement). Notwithstanding anything herein to the contrary, Borrower shall not be required to take any steps to obtain, perfect or maintain the perfection of any Lien granted with respect to the Collateral if and for so long as, in the reasonable judgment of Lender, the cost, difficulty, burden or consequences of obtaining, perfecting or maintaining a Lien in such Collateral exceeds the practical benefits to the Lender afforded thereby.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any reasonably appropriate financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇B▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On Within thirty (30) days after the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares will be delivered to LenderAgent, accompanied by an instrument of assignment duly executed in blank by ▇B▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ and subject to any applicable law, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower B▇▇▇▇▇▇▇ shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s written notice to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations). (e) Israeli Subsidiary shall create, in favor of the Agent, a first ranking floating charge over all of the present and future assets of Israeli Subsidiary whether now existing or hereafter created, and a first ranking fixed charge over Israeli Subsidiary’s intellectual property rights, reputation and goodwill, bank accounts, customer accounts and other fixed assets and any tax benefit it may have, in accordance with the respective Israeli Security Documents (as amended, modified or restated from time to time). In addition, Israeli Subsidiary undertakes to create within twenty (20) days of the end of each financial quarter, and more often if requested at the sole and absolute discretion of the Agent, a first ranking fixed charge over Israeli Subsidiary’s intellectual property rights, all in accordance with the Israeli Fixed Charge (or in the form of an amendment to the existing Israeli Security Document, at the Agent’s discretion; each such new and/or amended debenture shall also be included in the definition of the term “Israeli Security Documents” herein). Borrower warrants and represents that the charges of the Israeli Security Documents, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the applicable Collateral. (f) In addition to and without limiting the foregoing, all obligations shall also be secured by (a) any and all properties, rights and assets of Israeli Subsidiary granted by Israeli Subsidiary to the Agent now, or in the future, in which Israeli Subsidiary obtains an interest, or the power to transfer rights in, including, without limitation, the Charged Assets as set forth in the Israeli Security Documents, and (b) any and all security agreements, mortgages or other collateral agreements granted by Israeli Subsidiary to the Agent, now or in the future.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of its right, title and interest in, to and under the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to the Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Lender’s written notice to Borrower of Lender’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except in connection with Transfers permitted by this Agreement or as otherwise expressly provided in this AgreementAgreement (in which case the Lien on the Collateral so transferred shall be automatically deemed released), no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s the Obligations, subject to the terms of the Supplement, each Borrower hereby grants to ▇▇▇▇▇▇ Lender a continuing security interests in interest in, , all of the CollateralCollateral of such Borrower. In connection with the foregoing, each Borrower (i) authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements in the United States of America describing the Collateral without otherwise obtaining such Borrower’s signature or consent with respect to the filing of such financing statements; and (ii) agrees to assist in the filing or recordation of such other documents or instruments as may be customary or reasonably required by Lender in accordance with the laws of the jurisdiction where the Borrower or its Collateral is located in order to create, maintain and/or perfect Lender’s Lien on such Collateral. (b) In furtherance of ▇▇▇▇▇▇▇▇the Parent’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower Parent hereby pledges pledges, assigns and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇’s requestDate, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Parent, unless if and to the extent such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower Parent shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunderDefault, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower Parent will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares, including delivering to Lender the certificate or certificates for any Shares of any Subsidiary that were not certificated as of the Closing Date or previously delivered to Lender. Unless and until an Event of Default shall have occurred and be continuing, Borrower Parent shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Each Borrower is and shall remain absolutely and unconditionally liable liable, on a joint and several basis, for the payment and performance of its Obligationsthe Obligations under the Loan Documents, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by each Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations under this Agreement, the Notes and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations under this Agreement and the other Loan Documents have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s ObligationsObligations to Lender, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining the Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligationsobligations under the Loan Documents, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (dc) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations under this Agreement, the Notes and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations under this Agreement and the other Loan Documents have been satisfied and paid in full. (d) Notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include any property that is subject to a Lien that is otherwise permitted pursuant to subsection (c) of the definition of “Permitted Lien” and the holder of such Lien has prohibited Borrower from further encumbering such property, and Lender agrees, at Borrower’s expense, to execute any instruments or documents necessary to release its interests in any such property and to otherwise effect the intent of the foregoing.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of BorrowerB▇▇▇▇▇▇▇’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of the Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇B▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares will be delivered to Lenderthe Agent, accompanied by an instrument of assignment duly executed in blank by ▇B▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Agent, at the direction of the Required Lenders, may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower B▇▇▇▇▇▇▇ shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s, at the direction of the Required Lenders, written notice to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations).

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s the Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇B▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s requestwritten request (electronic mail being sufficient), the certificate or certificates for the Shares will be delivered to LenderAgent, accompanied by an instrument of assignment duly executed in blank by ▇B▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunderhereunder and upon one (1) Business Day’s written notice (electronic mail being sufficient) from Agent to Borrower, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower B▇▇▇▇▇▇▇ shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s one (1) Business Day’s written notice (electronic mail being sufficient) to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except in connection with dispositions permitted by this Agreement or as otherwise expressly provided in this AgreementAgreement (in which case the Lien on the Collateral so transferred shall be automatically deemed released), no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligationsobligations under the Loan Documents, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations under this Agreement, the Notes and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations under this Agreement have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In Until payment in full of the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), in connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the SharesShares that are part of the Collateral, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the such Shares. Upon the occurrence and during the continuance of an Event of Default hereunderhereunder and upon one (1) Business Day’s prior written notice to the Borrower, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). In furtherance of Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the SharesShares that are part of the Collateral. Unless an Event of Default shall have occurred and be continuingcontinuing and Lender shall have delivered written notice to Borrower of Lender’s intention to suspend such rights, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent in any material respect with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate terminate, upon one (1) Business Day’s prior written notice to the Borrower, upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations when due under this Agreement and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnification and reimbursement obligations and other obligations which, by their terms, survive the termination of this Agreement and other than obligations under the Warrant and other equity securities) under this Agreement and the other Loan Documents have been satisfied and paid in full. (e) Borrower is not and shall not be required to take any action to perfect the security interest of Lender created hereunder or under any other Loan Document except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate documentation with the United States Patent and Trademark Office and the United States Copyright Office, and (iii) such actions as required under Sections 5.9(e) and 6.11.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s the Obligations, Borrower each Loan Party hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of the Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower each Loan Party authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrowerany Loan Party’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇each Loan Party’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above), Borrower each Loan Party hereby pledges and grants to Lender Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares will be delivered to LenderAgent, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇such Loan Party, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower each Loan Party shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower Each Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower each Loan Party shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s written notice to the applicable Loan Party of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower Each Loan Party is and shall remain absolutely and unconditionally liable for the performance of its all Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower the Loan Parties under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except in connection with Transfers permitted by this Agreement (in which case the Lien attaching to the Collateral so transferred shall be automatically deemed released upon the consummation of such Transfer, but solely to the extent no Event of Default is continuing at such time) or as otherwise expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations or other obligations that specifically survive termination).

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to the Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Lender’s written notice to Borrower of Lender’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except in connection with Transfers permitted by this Agreement or as otherwise expressly provided in this AgreementAgreement (in which case the Lien on the Collateral so transferred shall be automatically deemed released), no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of the Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares will be delivered to Lenderthe Agent, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s written notice to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations).

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s the Obligations, each Borrower hereby grants to ▇▇▇▇▇▇ Lender a continuing security interests interest in all of the CollateralCollateral of such Borrower. In connection with the foregoing, each Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining such Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇’s the grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower Parent hereby pledges and grants to the Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Parent, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower Parent shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower Parent will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower Parent shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. (c) Each Borrower is and shall remain absolutely and unconditionally liable liable, on a joint and several basis, for the performance of its all Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by each Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations under this Agreement, the Notes and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations under this Agreement and the other Loan Documents have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate be suspended upon prior written notice by ▇▇▇▇▇▇ to Borrower upon the occurrence and during the continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid Payment in fullFull.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter thereafter, including promptly following ▇▇▇▇▇▇’s requestissuance of new Shares (but no more than two (2) Business Days), the certificate or certificates for the Shares will be delivered to LenderAgent, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request in writing to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms constitute a violation of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s written notice to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b); provided that such rights shall automatically be reinstated upon the cure or waiver of such Event of Default in accordance with this Agreement. Notwithstanding the foregoing, following the Closing Date and upon written notice to Borrower, Agent may (in its reasonable discretion) require Borrower to pledge (a) the capital stock, membership units or other securities issued by Motus GI Holdings, Inc. and/or VivaSure Medical Ltd. that are owned or held of record by Borrower or any of its Subsidiaries and/or (b) any Royalty Payment Rights Certificate issued by Motus GI Holdings, Inc. and held by Borrower or any of its Subsidiaries, to Agent, and in such case, perform in accordance with this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any the Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any the Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations). (e) The Borrower hereby grants to Agent, for the ratable benefit of Lenders, a negative pledge in (i) any capital stock, membership units or other securities owned or held of record by Borrower or any of its Subsidiaries in Motus GI Holdings, Inc. and/or VivaSure Medical Ltd. and (ii) any Royalty Payment Rights Certificate held by Borrower or any of its Subsidiaries issued by Motus GI Holdings, Inc.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrowerthe applicable Loan Party’s Obligations, Borrower each Loan Party hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower each Loan Party authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrowersuch Loan Party’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇’s the grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower each Loan Party hereby pledges and grants to Lender Agent, for the ratable benefit of Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares will be delivered to LenderAgent, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇the applicable Loan Party, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower such Loan Party shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower The Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower the Loan Party shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s written notice to the Loan Party of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower Each Loan Party is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower a Loan Party under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except in connection with dispositions permitted by this Agreement or as otherwise expressly provided in this AgreementAgreement (in which case the Lien on the Collateral so transferred shall be automatically deemed released), no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower▇▇▇▇▇▇▇▇’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of the Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower▇▇▇▇▇▇▇▇’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares Shares, if any, will be delivered to Lenderthe Agent, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity Subsidiary whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunderhereunder and upon one (1) Business Day’s written notice from Agent to Borrower, ▇▇▇▇▇▇ Agent, at the direction of the Required Lenders, may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingcontinuing as provided in the following sentence, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s, at the direction of the Required Lenders, written notice to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations when due under this Agreement and the other Loan Documents. Except as expressly provided in this AgreementAgreement (in which case the Lien on the Collateral so transferred shall be automatically deemed released), no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied and paid in full.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower▇▇▇▇▇▇▇▇’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of the Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, in each case, to the extent constituting Collateral, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares Shares, if any, will be delivered to Lenderthe Agent, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificatedcertificated or constitute Excluded Property. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity Subsidiary whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon Following the occurrence and during the continuance of an Event of Default and upon written notice from Agent of exercise of remedies hereunder, ▇▇▇▇▇▇ Agent, at the direction of the Required Lenders, may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingcontinuing and Agent shall have delivered written notice to Borrower of Agent’s intention to suspend such rights, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon Agent’s, at the occurrence direction of the Required Lenders, written notice to Borrower of Agent’s intent to exercise its rights and continuance of remedies under this Agreement, including this Section 2.10(b), in each case to the extent an Event of DefaultDefault has occurred and is continuing. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations when due under this Agreement and the other Loan Documents. Except in connection with dispositions permitted by this Agreement or as otherwise as expressly provided in this AgreementAgreement (in which case the Lien on the Collateral so transferred shall be automatically deemed released), no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of this Agreement). (e) Other than with respect to Permitted Liens, Borrower shall not grant any Person a security interest in its Intellectual Property or otherwise encumber any of its Intellectual Property.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower▇▇▇▇▇▇▇▇’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of Lenders. continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower▇▇▇▇▇▇▇▇’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares will be delivered to LenderAgent, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower ▇▇▇▇▇▇▇▇ shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s written notice to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released (other than the sale or distribution of Collateral in the ordinary course of business and as otherwise permitted hereunder) until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations).

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ and the exercise by Lender of its remedies hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and the exercise by Lender of its remedies hereunder. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligationsobligations under the Loan Documents (other than obligations arising solely under the Warrant), including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan DocumentsDocuments (other than the Warrant). (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations under this Agreement, the Notes and the other Loan Documents (other than the Warrant). Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations under this Agreement, the Notes and the other Loan Documents (other than the Warrant) have been satisfied and paid in fullfull (other than inchoate indemnity obligations).

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Lender continuing security interests in all of the Collateral. In Until payment in full of the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), in connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Lender to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. (b) In furtherance of ▇▇▇▇▇▇▇▇Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender a security interest in all the SharesShares that are part of the Collateral, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Lender’s request, the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by ▇▇▇▇▇▇▇▇Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the such Shares. Upon the occurrence and during the continuance of an Event of Default hereunderhereunder and upon one (1) Business Day’s prior written notice to the Borrower, ▇▇▇▇▇▇ Lender may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). In furtherance of Borrower’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Lender’s security interest in the SharesShares that are part of the Collateral. Unless an Event of Default shall have occurred and be continuingcontinuing and Lender shall have delivered written notice to Borrower of Lender’s intention to suspend such rights, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent in any material respect with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate terminate, upon one (1) Business Day’s prior written notice to the Borrower, upon the occurrence and continuance of an Event of Default. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all ObligationsObligations when due under this Agreement and the other Loan Documents. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations (other than inchoate indemnification and reimbursement obligations and other obligations which, by their terms, survive the termination of this Agreement and other than obligations under the Warrants and other equity securities) under this Agreement and the other Loan Documents have been satisfied and paid in full. (e) Borrower is not and shall not be required to take any action to perfect the security interest of Lender created hereunder or under any other Loan Document except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate documentation with the United States Patent and Trademark Office and the United States Copyright Office, and (iii) such actions as required under Sections 5.9(e) and 6.11.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of BorrowerB▇▇▇▇▇▇▇’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of the Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇B▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s requestwritten request (electronic mail being sufficient), the certificate or certificates for the Shares will be delivered to Lenderthe Agent, accompanied by an instrument of assignment duly executed in blank by ▇B▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunderhereunder and upon one (1) Business Day’s written notice (electronic mail being sufficient) from Agent to Borrower, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower B▇▇▇▇▇▇▇ shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s one (1) Business Day’s written notice (electronic mail being sufficient) to Borrower of Agent’s written intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). Agent reserves the right to take such steps as Agent determines to be reasonably necessary to perfect (in the relevant jurisdiction(s)) the security interest in any Shares of a Foreign Subsidiary. (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations). (e) Within the time period provided by Section 5.12(b), Beyond Israel shall create, in favor of Agent, a first ranking floating charge over all of the present and future assets of Beyond Israel whether now existing or hereafter created, and a first ranking fixed charge over Beyond Israel’s intellectual property rights, reputation and goodwill, bank accounts, customer accounts and other fixed assets and any tax benefit it may have, in accordance with the respective Israeli Security Documents (as amended, modified or restated from time to time). In addition, Beyond Israel undertakes to create within twenty (20) days of the end of each financial quarter, and more often if requested at the sole and absolute discretion of Agent, a first ranking fixed charge over any new registered intellectual property rights of Beyond Israel, all in accordance with the Israeli Fixed Charge (or in the form of an amendment to the existing Israeli Security Document, at Agent’s discretion; each such new and/or amended debenture shall also be included in the definition of the term “Israeli Security Documents” herein). Borrower warrants and represents that the charges of the Israeli Security Documents, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the applicable Collateral. (f) In addition to and without limiting the foregoing, within the time period provided by Section 5.12(b), all obligations shall also be secured by (a) any and all properties, rights and assets of Beyond Israel granted by Beyond Israel to Agent now, or in the future, in which Beyond Israel obtains an interest, or the power to transfer rights in, including, without limitation, the Charged Assets as set forth in the Israeli Security Documents, and (b) any and all security agreements, mortgages or other collateral agreements granted by Beyond Israel to Agent, now or in the future.

Grant of Security Interests; Filing of Financing Statements. (a) To secure the timely payment and performance of all of Borrower’s Obligations, Borrower hereby grants to ▇▇▇▇▇▇ Agent, for the ratable benefit of Lenders, continuing security interests in all of the Collateral. In connection with the foregoing, Borrower authorizes ▇▇▇▇▇▇ Agent to prepare and file any financing statements describing the Collateral without otherwise obtaining Borrower’s signature or consent with respect to the filing of such financing statements. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (b) In furtherance of ▇B▇▇▇▇▇▇▇’s grant of the security interests in the Collateral pursuant to Section 2.10(a) above, Borrower hereby pledges and grants to Lender Agent, for the ratable benefit of Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date or at any time thereafter following ▇▇▇▇▇▇Agent’s request, the certificate or certificates for the Shares will be delivered to LenderAgent, accompanied by an instrument of assignment duly executed in blank by ▇B▇▇▇▇▇▇▇, unless such Shares have not been certificated. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, ▇▇▇▇▇▇ Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender Agent and cause new certificates representing such securities to be issued in the name of Lender Agent or its transferee(s). Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Lender Agent may reasonably request to perfect or continue the perfection of ▇▇▇▇▇▇Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuingExcept as provided in the following sentence, Borrower B▇▇▇▇▇▇▇ shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with constitute a violation of any of the terms of this Agreement or which would constitute or create any violation of any of such termsAgreement. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of DefaultDefault and Agent’s written notice to Borrower of Agent’s intent to exercise its rights and remedies under this Agreement, including this Section 2.10(b). (c) Borrower is and shall remain absolutely and unconditionally liable for the performance of its Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due to each Lender under any of the Loan Documents. (d) All Collateral pledged by Borrower under this Agreement and any Supplement shall secure the timely payment and performance of all Obligations. Except as expressly provided in this Agreement, no Collateral pledged under this Agreement or any Supplement shall be released until such time as all Obligations have been satisfied and paid in fullfull (other than inchoate indemnity obligations).