Page 65 of 67 SEC Filing
(b)
Termination of Security Interest. Upon the payment in full of all Obligations and the cancellation, termination or
conversion of the Debenture, the security interest granted herein shall terminate and all rights to the Collateral shall revert
to the Company. Upon such termination the Investor hereby authorizes the Company to file any UCC termination statements necessary
to effect such termination and the Investor will, at the Company’s expense, execute and deliver to the Company any additional
documents or instruments as the Company shall reasonably request to evidence such termination.
(c)
Nonwaiver. No failure or delay on the Investor’s part in exercising any right hereunder shall operate as a
waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise
thereof or of any other right.
(d)
Amendments and Waivers. This Security Agreement may not be amended or modified, nor may any of its terms be waived,
except by written instruments signed by the Company and the Investor. Each waiver or consent under any provision hereof shall be
effective only in the specific instances for the purpose for which given.
(e)
Assignments. This Security Agreement shall be binding upon and inure to the benefit of the Investor and the Company
and their respective successors and assigns; provided, however, that the Company may not sell, assign or delegate
rights and obligations hereunder without the prior written consent of the Investor.
(f)
Cumulative Rights, etc. The rights, powers and remedies of the Investor under this Security Agreement shall be in
addition to all rights, powers and remedies given to the Investor by virtue of any applicable law, rule or regulation of any governmental
authority, the Purchase Agreement or any other agreement, all of which rights, powers, and remedies shall be cumulative and may
be exercised successively or concurrently without impairing the Investor’s rights hereunder. The Company waives any right
to require the Investor to proceed against any person or entity or to exhaust any Collateral or to pursue any remedy in the Investor’s
power.
(g)
Payments Free of Taxes, Etc. All payments made by the Company under the Debenture shall be made by the Company free
and clear of and without deduction for any and all present and future taxes, levies, charges, deductions and withholdings. In addition,
the Company shall pay upon demand any stamp or other taxes, levies or charges of any jurisdiction with respect to the execution,
delivery, registration, performance and enforcement of this Security Agreement. Upon request by the Investor, the Company shall
furnish evidence satisfactory to the Investor that all requisite authorizations and approvals by, and notices to and filings with,
governmental authorities and regulatory bodies have been obtained and made and that all requisite taxes, levies and charges have
been paid.
(h) Partial
Invalidity. If at any time any provision of this Security Agreement is or becomes illegal, invalid or unenforceable in
any respect under the law or any jurisdiction, neither the legality, validity or enforceability of the remaining
provisions of this Security Agreement nor the legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby.
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