Common use of Security Interest/Collateral Clause in Contracts

Security Interest/Collateral. (a) To secure the payment and performance in full of the Obligations, Borrower (or if referring to another Person, such Person) hereby grants to Lender a continuing security interest in and first priority Lien upon, and pledges and assigns to Lender, all of its right, title and interest in and to the Collateral, wherever located, whether now owned or hereafter acquired or arising, together with all Borrower’s books relating to the Collateral, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to the replacements, products, proceeds and insurance proceeds of any or all of the foregoing. (b) Notwithstanding the foregoing, the Collateral does not include (i) more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any foreign subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (ii) any intent-to-use trademarks at all times prior to the filing of an amendment to allege use of the trademark under 15 U.S.C. 1051(c) or the filing of a verified statement of use under 15 U.S.C. 1051 (d) with the United States Patent and Trademark Office; or (iii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of the UCC provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Lender hereunder and become part of the Collateral. (c) Borrower hereby ratifies its authorization for Lender to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Closing Date. (d) If Borrower shall at any time hold or acquire a Commercial Tort Claim valued in excess of $500,000, Borrower shall immediately notify Lender in a writing signed by Borrower of the particulars thereof and grant to Lender in such a writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Lender. (e) Borrower hereby authorizes Lender to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Lender under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Lender’s discretion. (f) Borrower shall execute an Amended and Restated Trademark Security Agreement in accordance with the granting of a security interest to Lender in its Intellectual Property. (g) Within forty-five (45) days of the creation of a Material Subsidiary or a Subsidiary becoming a Material Subsidiary, Borrower shall ensure and cause such Material Subsidiary to deliver to Lender the Secured Guaranty and Pledge Agreement (or joinder thereto), pledging such Material Subsidiaries’ assets to Lender to secure its obligations under the Secured Guaranty and Pledge Agreement.

Security Interest/Collateral. (a) To secure the payment and performance in full of the 1. As security for all Obligations, Borrower (or if referring to another Personhereby grants, such Person) hereby grants assigns and pledges to Lender a continuing and unconditional lien on and security interest in and first priority Lien upon, and pledges and assigns to Lender, all of its right, title and interest in and to the Collateral, wherever locatedfollowing, whether now owned or hereafter acquired or arisingarising and wherever located (collectively, together with the “Collateral”): (a) all Accounts , and all balances in such Accounts and any other businesses owned or operated by Borrower, (b) all general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code as in effect in the state referred to in the Borrower’s books relating address as set out in the Shopify Admin), all payment intangibles, all rights to payment, all accounts receivable (including the CollateralOther Business Receivables), and any all other rights (whether arising under common law, statutes, regulations, or otherwise), of Borrower, in each case, arising with respect to, or in connection with, the Accounts, (c) all money, cash equivalents, and all claimsother assets of Borrower that now or hereafter come into the possession, rights and interests in custody, or control of Lender, Processor or Other Processor (or any of their respective agents or designees) and (d) all of the above proceeds (as such term is defined in the applicable UCC) and all substitutions for, additions, attachments, accessories, accessions and improvements to the replacements, products, proceeds and insurance proceeds whether tangible or intangible, of any or all of the foregoing. (b) Notwithstanding 2. In furtherance of the foregoingintentions of the parties hereto, this Agreement shall constitute written notice to all interested parties of Lender’s security interest in the Collateral does not include Collateral. Borrower acknowledges and agrees that so long as any of the Obligations remain outstanding, all Accounts and any funds on deposit from time to time therein shall be under the sole dominion and control of Lender. Neither Borrower nor any other person or entity, acting by, through or under Borrower, shall have any control over the use of, or any right to withdraw any amount from such Accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of an Event of Default. In addition, Lender shall have the exclusive rights (i) more than sixty-five percent (65%) to require that any bank or securities intermediary at which any Collateral may be located acknowledge Lender’s security interest in and control of the presently existing Collateral for purposes of perfecting Lender’s security interest therein and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any foreign subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (ii) any intent-to-use trademarks at all times prior to direct and provide instructions to such bank or securities intermediary as to the filing of an amendment to allege use disposition of the trademark under 15 U.S.C. 1051(c) Collateral to fulfill Borrower’s Obligations herein. Borrower agrees that Borrower shall execute and deliver any document requested by Lender to perfect and continue its security interest in the Collateral, including, but not limited to, any account control agreements. 3. You authorize Us to file one or the filing of a verified statement of use under 15 U.S.C. 1051 (d) with the United States Patent more UCC-1 financing statements to memorialize and Trademark Office; or (iii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of the UCC provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to perfect on the security interest granted in favor of Lender hereunder and become part to Us hereunder. Any financing statements may include notice that You have given a negative pledge of the Collateral. (c) Borrower hereby ratifies its authorization for Lender to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Closing Date. (d) If Borrower shall at any time hold or acquire a Commercial Tort Claim valued in excess of $500,000, Borrower shall immediately notify Lender in a writing signed by Borrower of the particulars thereof and grant to Lender in such a writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Lender. (e) Borrower hereby authorizes Lender to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Lender under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Lender’s discretion. (f) Borrower shall execute an Amended and Restated Trademark Security Agreement in accordance with the granting of a security interest to Lender in its Intellectual Property. (g) Within forty-five (45) days of the creation of a Material Subsidiary or a Subsidiary becoming a Material Subsidiary, Borrower shall ensure and cause such Material Subsidiary to deliver to Lender the Secured Guaranty and Pledge Agreement (or joinder thereto), pledging such Material Subsidiaries’ assets to Lender to secure its obligations under the Secured Guaranty and Pledge Agreement.