Page 63 of 67 SEC Filing
3.
Financing Statement. As soon as reasonably practicable following the date of this Agreement, the Company shall promptly
execute and file a UCC-1 Financing Statement in a form reasonably acceptable to the Investor and reflecting the Investor’s
first priority security interest in the Collateral (the “Financing Statement”).
4.
General Representations and Warranties. The Company represents and warrants to the Investor that upon the repayment
of the outstanding debentures issued to the Sabby Affiliates (as defined in the Purchase Agreement) and subsequent filing of UCC-1
financing statements in the appropriate filing offices, the Investor has (or in the case of after-acquired Collateral, at the
time the Company acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent
that a security interest in the Collateral can be perfected by such filing.
5.
Covenants Relating to Collateral. The Company hereby agrees (a) to perform all acts that may be necessary to maintain,
preserve, protect and perfect the Collateral, the Lien (as defined in the UCC) granted to the Investor therein and the perfection
and priority of such Lien; (b) not to use or permit any Collateral to be used (i) in violation in any material respect of any
applicable law, rule or regulation, or (ii) in violation of any policy of insurance covering the Collateral; (c) to pay promptly
when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon or affecting
any Collateral; and (d) to procure, execute and deliver from time to time any endorsements, assignments, financing statements
and other writings reasonably deemed necessary or appropriate by the Investor to perfect, maintain and protect its Lien hereunder
and the priority thereof and to deliver promptly upon the request of the Investor all originals of Collateral consisting of instruments.
6.
Default and Remedies.
(a)
Default. The Company shall be deemed in default under this Security Agreement upon the occurrence and during the
continuance of an Event of Default (as defined in the Debenture).
(b) Remedies.
Upon the occurrence and during the continuance of any such Event of Default, the Investor shall have the rights of a secured
creditor under the UCC, all rights granted by this Security Agreement and by law, including the right to: (a) require the
Company to assemble the Collateral and make it available to the Investor at a place to be designated by the Investor; and (b)
prior to the disposition of the Collateral, store, process, repair or recondition it or otherwise prepare it for
disposition in any manner and to the extent the Investor deems appropriate. The Company hereby agrees that thirty (30)
days’ notice of any intended sale or disposition of any Collateral is reasonable. In furtherance of the
Investor’s rights hereunder, the Company hereby grants to the Investor an irrevocable, non-exclusive license,
exercisable without royalty or other payment by the Investor, and only in connection with the exercise of remedies hereunder,
to use, license or sublicense any patent, trademark, trade name, copyright or other intellectual property in which the
Company now or hereafter has any right, title or interest together with the right of access to all media in which any of the
foregoing may be recorded or stored.
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