FREQUENCY ELECTRONICS INC

EX-10.1 · feimex10-1.htm

EX-10.1
 2
 feimex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 CREDIT
AGREEMENT

 dated
as of

 June
12, 2026,

 among

 FREQUENCY
ELECTRONICS, INC.,

 THE
OTHER LOAN PARTIES PARTY HERETO,

 and

 JPMORGAN
CHASE BANK, N.A.

 TABLE
OF CONTENTS

 Page

 ARTICLE
 I Definitions
 1

 Section
 1.01. Defined Terms
 1

 Section
 1.02. Classification of Loans and Borrowings
 22

 Section
 1.03. Terms Generally
 22

 Section
 1.04. Accounting Terms; GAAP
 22

 Section
 1.05. Interest Rates; Benchmark Notification
 22

 Section
 1.06. Status of Obligations
 23

 Section
 1.07. Letters of Credit
 23

 Section
 1.08. Divisions
 23

 Article
 II The Credits
 24

 Section
 2.01. Commitments
 24

 Section
 2.02. Loans and Borrowings
 24

 Section
 2.03. Borrowing Procedures; Requests for Revolving Borrowings
 24

 Section
 2.04. Letters of Credit
 25

 Section
 2.05. Funding of Borrowings
 28

 Section
 2.06. Interest Elections
 28

 Section
 2.07. Termination and Increase of Commitment
 29

 Section
 2.08. Repayment of Loans; Evidence of Debt
 30

 Section
 2.09. Prepayment of Loans
 30

 Section
 2.10. Fees
 31

 Section
 2.11. Interest
 32

 Section
 2.12. Alternate Rate of Interest; Illegality
 32

 i

 Section
 2.13. Increased Costs
 34

 Section
 2.14. Break Funding Payments
 35

 Section
 2.15. Withholding of Taxes; Gross-Up
 35

 Section
 2.16. Payments Generally; Allocation of Proceeds
 36

 Section
 2.17. Returned Payments
 37

 Article
 III Representations and Warranties
 38

 Section
 3.01. Organization; Powers
 38

 Section
 3.02. Authorization; Enforceability
 38

 Section
 3.03. Governmental Approvals; No Conflicts
 38

 Section
 3.04. Financial Condition; No Material Adverse Change
 38

 Section
 3.05. Properties
 39

 Section
 3.06. Litigation and Environmental Matters
 39

 Section
 3.07. Compliance with Laws and Agreements; No Default
 39

 Section
 3.08. Investment Company Status
 39

 Section
 3.09. Taxes
 39

 Section
 3.10. ERISA
 40

 Section
 3.11. Disclosure
 40

 Section
 3.12. Material Agreements
 40

 Section
 3.13. Solvency
 40

 Section
 3.14. Insurance
 41

 Section
 3.15. Capitalization and Subsidiaries
 41

 Section
 3.16. Security Interest in Collateral
 41

 Section
 3.17. Employment Matters
 41

 Section
 3.18. Margin Regulations
 41

 Section
 3.19. Use of Proceeds
 42

 Section
 3.20. No Burdensome Restrictions
 42

 Section
 3.21. Anti-Corruption Laws and Sanctions
 42

 Section
 3.22. Plan Assets; Prohibited Transactions
 42

 Section
 3.23. Affiliate Transactions
 42

 Section
 3.24. Common Enterprise
 42

 Section
 3.25. Outbound Investment Rules
 43

 Section
 3.26. Debarment
 43

 Section
 3.27. Government Contracts
 43

 Article
 IV Conditions
 43

 Section
 4.01. Effective Date
 43

 Section
 4.02. Each Credit Event
 45

 Article
 V Affirmative Covenants
 45

 Section
 5.01. Financial Statements and Other Information
 45

 Section
 5.02. Notices of Material Events
 47

 Section
 5.03. Existence; Conduct of Business
 48

 Section
 5.04. Payment of Obligations
 48

 Section
 5.05. Maintenance of Properties
 48

 Section
 5.06. Books and Records; Inspection Rights
 49

 Section
 5.07. Compliance with Laws and Material Contractual Obligations
 49

 Section
 5.08. Use of Proceeds
 49

 ii

 Section
 5.09. Accuracy of Information
 49

 Section
 5.10. Insurance
 50

 Section
 5.11. [Reserved]
 50

 Section
 5.12. Casualty and Condemnation
 50

 Section
 5.13. Depository Banks
 50

 Section
 5.14. Additional Collateral; Further Assurances
 50

 Section
 5.15. Post-Closing Obligations
 51

 Article
 VI Negative Covenants
 51

 Section
 6.01. Indebtedness
 51

 Section
 6.02. Liens
 53

 Section
 6.03. Fundamental Changes
 54

 Section
 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
 55

 Section
 6.05. Asset Sales
 56

 Section
 6.06. Sale and Leaseback Transactions
 57

 Section
 6.07. Swap Agreements
 57

 Section
 6.08. Restricted Payments; Certain Payments of Indebtedness
 57

 Section
 6.09. Transactions with Affiliates
 58

 Section
 6.10. Restrictive Agreements
 58

 Section
 6.11. Amendment of Material Documents
 58

 Section
 6.12. Financial Covenants
 58

 Section
 6.13. Material Intellectual Property
 59

 Section
 6.14. Outbound Investment Rules
 59

 Article
 VII Events of Default
 59

 Article
 VIII Miscellaneous
 62

 Section
 8.01. Notices
 62

 Section
 8.02. Waivers; Amendments
 63

 Section
 8.03. Expenses; Limitation of Liability; Indemnity; Etc.
 64

 Section
 8.04. Successors and Assigns
 65

 Section
 8.05. Survival
 66

 Section
 8.06. Counterparts; Integration; Effectiveness; Electronic Execution
 67

 Section
 8.07. Severability
 68

 Section
 8.08. Right of Setoff
 68

 Section
 8.09. Governing Law; Jurisdiction; Consent to Service of Process
 68

 Section
 8.10. WAIVER OF JURY TRIAL
 69

 Section
 8.11. Headings
 69

 Section
 8.12. Confidentiality
 69

 Section
 8.13. Nonreliance; Violation of Law
 70

 Section
 8.14. USA PATRIOT Act
 70

 Section
 8.15. Disclosure
 70

 Section
 8.16. Interest Rate Limitation
 70

 Section
 8.17. No Fiduciary Duty, etc
 70

 Section
 8.18. [Reserved]
 71

 Article
 IX Loan Guaranty
 71

 Section
 9.01. Guaranty
 71

 Section
 9.02. Guaranty of Payment
 71

 Section
 9.03. No Discharge or Diminishment of Loan Guaranty
 71

 Section
 9.04. Defenses Waived
 72

 Section
 9.05. Rights of Subrogation
 72

 Section
 9.06. Reinstatement; Stay of Acceleration
 73

 Section
 9.07. Information
 73

 Section
 9.08. Termination
 73

 Section
 9.09. Taxes
 73

 Section
 9.10. Maximum Liability
 73

 Section
 9.11. Contribution
 74

 Section
 9.12. Liability Cumulative
 74

 Section
 9.13. Keepwell
 74

 iii

 SCHEDULES :

 Schedule
2.06 – Existing Letter of Credit

 Schedule
3.05 – Properties

 Schedule
3.12 – Material Agreements

 Schedule
3.14 – Insurance

 Schedule
3.15 – Capitalization and Subsidiaries

 Schedule
3.23 – Affiliate Transactions

 Schedule
6.01 – Existing Indebtedness

 Schedule
6.02 – Existing Liens

 Schedule
6.04 – Existing Investments

 Schedule
6.10 – Existing Restrictions

 EXHIBITS :

 Exhibit
A – Compliance Certificate

 Exhibit
B – Joinder Agreement

 iv

 CREDIT
AGREEMENT dated as of June 12, 2026 (as it may be amended or modified from time to time, this “ Agreement ”), among
FREQUENCY ELECTRONICS, INC., a Delaware corporation, as Borrower, the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A.,
as Lender.

 The
parties hereto agree as follows:

 ARTICLE
I

 Definitions

 Section
1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

 “ Account ”
has the meaning assigned to such term in the Security Agreement.

 “ Account
Debtor ” means any Person obligated on an Account.

 “ Acquisition ”
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party or
Subsidiary (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets,
merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions)
at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors
or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a
contingency) or a majority of the outstanding Equity Interests of a Person.

 “ Adjusted
Term SOFR Rate ” means, with respect to any SOFR Loan for any Interest Period, an interest rate per annum equal to (i) the Term
SOFR Rate in effect for such Interest Period plus (ii) the SOFR Adjustment.

 “ Affiliate ”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the specified Person.

 “ ALTA ”
means the American Land Title Association.

 “ Alternate
Rate ” has the meaning assigned to such term in Section 2.12(c).

 “ Ancillary
Document ” has the meaning assigned to it in Section 8.06(b).

 “ Anti-Corruption
Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from
time to time concerning or relating to bribery or corruption.

 “ Applicable
Rate ” means 2.50% per annum.

 “ Approved
Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) the Lender, (b) an
Affiliate of the Lender or (c) an entity or an Affiliate of an entity that administers or manages the Lender.

 “ Availability ”
means, at any time, an amount equal to (a) the Revolving Commitment minus (b) the Revolving Exposure.

 1

 “ Availability
Period ” means the period from and including the Effective Date to but excluding the earlier of the Revolving Credit Maturity
Date and the date of termination of the Revolving Commitment.

 “ Banking
Services ” means each and any of the following bank services provided to any Loan Party or any Subsidiary by the Lender or any
of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and
purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without
limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts
and interstate depository network services).

 “ Banking
Services Obligations ” means any and all obligations of the Loan Parties or their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Services.

 “ Bankruptcy
Event ” means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or
similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of
the Lender, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall
not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental
Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction
of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

 “ Benchmark ”
means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR
Rate, then “Benchmark” means the Alternate Rate to the extent that such Alternate Rate has replaced such prior benchmark
rate pursuant to clause (c) of Section 2.12.

 “ Benchmark
Transition Event ” means the occurrence of one or more of the following events with respect to the Term SOFR Rate:

 (i) a
 public statement or publication of information by or on behalf of the CME Term SOFR Administrator
 (or any successor administrator of the Term SOFR Rate, or the published component used in
 the calculation thereof) announcing that such CME Term SOFR Administrator has ceased or will
 cease to provide the Term SOFR Rate (or such component thereof), permanently or indefinitely,
 provided that, at the time of such statement or publication, there is no successor administrator
 that will continue to provide the Term SOFR Rate (or such component thereof); or

 (ii) a
 public statement or publication of information by the NYFRB, the Federal Reserve Board, or,
 as applicable, the regulatory supervisor for the CME Term SOFR Administrator, an insolvency
 official with jurisdiction over the CME Term SOFR Administrator, a resolution authority with
 jurisdiction over the CME Term SOFR Administrator, or a court or an entity with similar insolvency
 or resolution authority over the CME Term SOFR Administrator, in each case, which states
 that the CME Term SOFR Administrator (or any successor administrator of the Term SOFR Rate,
 or the published component used in the calculation thereof) has ceased or will cease to provide
 the Term SOFR Rate (or such component thereof), permanently or indefinitely, provided that,
 at the time of such statement or publication, there is no successor administrator that will
 continue to provide the Term SOFR Rate (or such component thereof); or

 2

 (iii) a
 public statement or publication of information by the Federal Reserve Board, the NYFRB, the
 CME Term SOFR Administrator, or the regulatory supervisor for the CME Term SOFR Administrator
 (or any successor administrator of the Term SOFR Rate, or the published component used in
 the calculation thereof), announcing that the Term SOFR Rate (or such component thereof)
 is no longer, or as of a specified future date will no longer be, representative.

 For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to the Term SOFR Rate
if a public statement or publication of information set forth above has occurred with respect to each then-current available tenor of
the Term SOFR Rate.

 “ Beneficial
Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

 “ Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.

 “ Borrower ”
means Frequency Electronics, Inc., a Delaware corporation.

 “ Borrowing ”
means Revolving Borrowings of the same Type made, converted or continued on the same date and, in the case of SOFR Loans, as to which
a single Interest Period is in effect.

 “ Borrowing
Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be in a form satisfactory
to, or provided by, the Lender.

 “ Burdensome
Restrictions ” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.

 “ Business
Day ” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided
that, when used in connection with a SOFR Loan, the term “Business Day” shall also exclude any day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.

 “ Capital
Expenditures ” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition
of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries
prepared in accordance with GAAP, excluding expenditures for replacements and repairs made with insurance proceeds and other casualty
event proceeds or with proceeds from non-ordinary course Dispositions.

 “ Capital
Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified
and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.

 “ CB
Floating Rate ” means the greater of the Prime Rate or 2.5%. Any change in the CB Floating Rate due to a change in the Prime
Rate shall be effective from and including the effective date of such change in the Prime Rate.

 “ CBFR ”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at
a rate determined by reference to the CB Floating Rate.

 3

 “ Change
in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity
Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of the Borrower; (b) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Borrower
by Persons who were not (i) directors of the Borrower on the Effective Date, nominated, or appointed by the board of directors of the
Borrower or (ii) appointed by directors so nominated or appointed; or (c) the Borrower shall cease to own, free and clear of all Liens,
100% of the outstanding voting Equity Interests of each other Loan Party on a fully diluted basis.

 “ Change
in Law ” means the occurrence after the date of this Agreement of any of the following: (a) the adoption of or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) compliance by the Lender (or, for purposes of Section 2.13(b),
by any lending office of the Lender or by the Lender’s holding company, if any) with any request, guideline, requirement or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that,
notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y)
all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

 “ Charges ”
has the meaning assigned to such term in Section 8.16.

 “ Class ”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, and (b) any Commitment, refers to whether such Commitment is a Revolving Commitment.

 “ CME
Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured
Overnight Financing Rate (or a successor administrator).

 “ Code ”
means the Internal Revenue Code of 1986, as amended from time to time.

 “ Collateral ”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of
any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest
or Lien in favor of the Lender, on behalf of the Secured Parties, to secure the Secured Obligations.

 “ Collateral
Access Agreement ” has the meaning assigned to such term in the Security Agreement.

 “ Collateral
Documents ” means, collectively, the Security Agreement and any other agreements, instruments and documents executed in connection
with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation,
all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements,
pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written
matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Lender.

 4

 “ Commercial
LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit
 plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed
by or on behalf of the Borrower.

 “ Commitment ”
means the Revolving Commitment.

 “ Commodity
Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.

 “ Connection
Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are
franchise Taxes or branch profits Taxes.

 “ Control ”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ”
have meanings correlative thereto.

 “ Default ”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

 “ Disposition ”
or “ Dispose ” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

 “ Disqualified
Equity Interests ” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms
of any other Equity Interest into which it is convertible or exchangeable) or upon the happening of any event or condition (a) matures
(excluding maturity as a result of an option redemption by the issuer thereof) or is subject to mandatory redemption or repurchase (other
than solely for Equity Interests that are not Disqualified Equity Interests and cash in lieu of fractional shares) pursuant to a sinking
fund obligation or otherwise (excluding any provisions requiring redemption upon the occurrence of a change of control or asset sale
event; provided that such change of control or asset sale event is subject to prior or concurrent Payment in Full of the Secured Obligations);
(b) is convertible into or exchangeable or exercisable for Indebtedness or any Disqualified Equity Interest at the option of the holder
thereof; (c) may be required to be redeemed or repurchased at the option of the holder thereof (other than solely for Equity Interests
that are not Disqualified Equity Interests and cash in lieu of fractional shares), in whole or in part (except as a result of a change
of control or asset sale so long as such transaction is subject to prior or concurrent Payment in Full of the Secured Obligations); or
(d) provides for scheduled payments of dividends or interest to be made in cash, in each case, with respect to the foregoing clauses
(a) through (d), on or before the date that is 180 days after the Revolving Credit Maturity Date, provided that if such Equity Interests
are issued pursuant to a plan for the benefit of future, current or former employees, directors or officers of the Borrower or any other
Loan Party or by any such plan to such employees, directors or officers, such Equity Interests shall not constitute Disqualified Equity
Interests solely because it may be required to be repurchased by the Borrower or any other Loan Party in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s, director’s or officer’s termination, resignation,
death or disability.

 5

 “ Dividing
Person ” has the meaning assigned to it in the definition of “Division.”

 “ Division ”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons
(whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant
to which the Dividing Person may or may not survive.

 “ Division
Successor ” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the
assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division.
A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor
upon the occurrence of such Division.

 “ Document ”
has the meaning assigned to such term in the Security Agreement.

 “ Dollars ”,
“ dollars ” or “ $ ” refers to lawful money of the U.S.

 “ Dormant
Subsidiary ” means, collectively, FEI-Elcom Tech, LLC, FEI Communications, Inc., FEI Realty, Inc., and FEI Government Systems,
Inc., so long as each of the foregoing is not active, does not create material revenue, and does not own material assets.

 “ EBITDA ”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds,
(iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges
for such period, (v) any other non-cash charges for such period (including stock based compensation but excluding any non-cash charge
in respect of an item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off
of inventory), (vi) cash losses and expenses for continuing operations classified as “unusual,” “extraordinary,”
or which are related to shutdowns, asset impairments and/or restructurings, (vii) expenses, similar charges, integration costs
and other restructuring, integration, strategic initiative and business optimization expenses, signing costs, retention or completion
bonuses, recruiting costs, and signing costs, and (viii) fees and expenses incurred in connection with negotiating and documenting this
Agreement and amendments, modifications and waivers, minus (b) without duplication and to the extent included in Net Income,
(i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii)
any extraordinary gains and any non-cash items of income for such period, all calculated for the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP; provided that the amount added back to EBITDA pursuant to clauses (a)(vi) and (vii) shall not exceed
twenty percent (20%) of EBITDA for such period (calculated before giving effect to any such add-backs).

 “ ECP ”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

 “ Effective
Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section
8.02).

 “ Electronic
Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted
by a Person with the intent to sign, authenticate or accept such contract or record.

 “ Electronic
System ” means any electronic system, including e-mail, e-fax, web portal access for the Borrower, and any other Internet or
extranet-based site, whether such electronic system is owned, operated or hosted by the Lender and any of its respective Related Parties
or any other Person, providing for access to data protected by passcodes or other security system.

 6

 “ Environmental
Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating in any way to the (i) environment, (ii) preservation or reclamation
of natural resources, (iii) the management, Release or threatened Release of any Hazardous Material or (iv) health and safety matters.

 “ Environmental
Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any
violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

 “ Equipment ”
has the meaning assigned to such term in the Security Agreement.

 “ Equity
Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder
thereof to purchase or acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

 “ ERISA
Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

 “ ERISA
Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued
thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy
the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver
of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial
withdrawal of the Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning
the imposition upon the Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent, in critical status or in reorganization, within the meaning of Title IV of ERISA.

 “ Event
of Default ” has the meaning assigned to such term in Article VII.

 “ Excluded
Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute
an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect
to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes
illegal.

 7

 “ Excluded
Taxes ” means any of the following Taxes imposed on or with respect to the Lender or required to be withheld or deducted from
a payment to the Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of the Lender being organized under the laws of, or having its principal office or its applicable
lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection
Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable
interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) the Lender acquires such interest
in the Loan, Letter of Credit or Commitment or (ii) the Lender changes its lending office, except in each case to the extent that, pursuant
to Section 2.15, amounts with respect to such Taxes were payable either to the Lender’s assignor immediately before the Lender
acquired the applicable interest in such Loan, Letter of Credit or Commitment or to the Lender immediately before it changed its lending
office and (c) any withholding Taxes imposed under FATCA.

 “ Existing
Letter of Credit ” means each letter of credit issued prior to the Effective Date by the Lender and listed on Schedule 2.06.

 “ FATCA ”
means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.

 “ Federal
Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New York’s Website
from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that,
if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes
of this Agreement.

 “ Federal
Reserve Bank of New York’s Website ” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

 “ Federal
Reserve Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

 “ Financial
Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

 “ Fixed
Charges ” means, for any period, without duplication, cash Interest Expense, plus prepayments and scheduled principal
payments on Indebtedness actually made, plus expense for taxes paid in cash, plus Restricted Payments paid in cash (other
than Restricted Payments made pursuant to Section 6.08(a)(iii) of this Agreement), plus Capital Lease Obligation payments,
 plus cash contributions to any Plan, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP.

 “ Fixed
Charge Coverage Ratio ” means, for any period, the ratio of (a) EBITDA minus the Unfinanced Capital Expenditures to (b)
Fixed Charges, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

 8

 “ Fixtures ”
has the meaning assigned to such term in the Security Agreement.

 “ Floor ”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate. For the avoidance of doubt the initial Floor
for the Term SOFR Rate shall be 0.00%.

 “ Funding
Account ” has the meaning assigned to such term in Section 4.01(h).

 “ GAAP ”
means generally accepted accounting principles in the U.S.

 “ Governmental
Authority ” means the government of the U.S., any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.

 “ Government
Contract ” means any contract with the United States of America or any of its departments and agencies under which a Loan Party
or Subsidiary is the prime contractor or a subcontractor.

 “ Guarantee ”
of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business.

 “ Guaranteed
Obligations ” has the meaning assigned to such term in Section 9.01.

 “ Guarantors ”
means all Loan Guarantors and the term “Guarantor” means each or any one of them individually.

 “ Hazardous
Materials ” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,”
“hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic
waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United
States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection
Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum,
petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive,
radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.

 9

 “ Indebtedness ”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances
of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations
of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,
(g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j)
all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations in respect of earn-outs
and deferred compensation arrangements at such time as such obligations are recorded or required to be recorded on the balance sheet
of such Person in accordance with GAAP, (l) any other Off-Balance Sheet Liability, (m) obligations, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments
of any Swap Agreement transaction, and (n) obligations in respect of Disqualified Equity Interests. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable therefor.

 “ Indemnified
Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation
of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

 “ Indemnitee ”
has the meaning assigned to such term in Section 8.03(c).

 “ Information ”
has the meaning assigned to such term in Section 8.12.

 “ Interest
Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.06,
which shall be in a form satisfactory to, or provided by, the Lender.

 “ Interest
Expense ” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations)
of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries
(including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances
and net costs under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance
with GAAP), calculated for the Borrower and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.

 “ Interest
Payment Date ” means (a) with respect to any CBFR Loan, the first day of each calendar month, (b) with respect to any SOFR
Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a SOFR Borrowing
with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs
at intervals of three months’ duration after the first day of such Interest Period and (c) the Revolving Credit Maturity Date.

 10

 “ Interest
Period ” means, with respect to SOFR Loans, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided that (a) if
any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business
Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the
last calendar month of such Interest Period, and (c) no Interest Period may extend beyond the Revolving Credit Maturity Date. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date
of the most recent conversion or continuation of such Borrowing.

 “ Inventory ”
has the meaning assigned to such term in the Security Agreement.

 “ IRS ”
means the United States Internal Revenue Service.

 “ ISDA
Definitions ” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

 “ Joinder
Agreement ” means a Joinder Agreement in substantially the form of Exhibit B .

 “ LC
Collateral Account ” has the meaning assigned to such term in Section 2.04(h).

 “ LC
Disbursement ” means any payment made by the Lender pursuant to a Letter of Credit.

 “ LC
Exposure ” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time.

 “ Lender ”
means JPMorgan Chase Bank, N.A., its successors and assigns.

 “ Lender
Related Person ” has the meaning assigned to it in Section 8.03(b).

 “ Letters
of Credit ” means the letters of credit issued pursuant to this Agreement and shall include each Existing Letter of Credit,
and the term “ Letter of Credit ” means any one of them or each of them singularly, as the context may require.

 “ Letter
of Credit Agreement ” has the meaning assigned to it in Section 2.04(b)

 “ Liabilities ”
mean all claims (including intraparty claims), actions, suits, judgments, damages, losses, liability, obligations, responsibilities,
fines, penalties, sanctions, costs, fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any
appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto),
in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of
financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual,
punitive, treble or otherwise.

 11

 “ Lien ”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or
title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

 “ Loan
Documents ” means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, each Letter of Credit
Agreement, each Collateral Document, the Loan Guaranty, each compliance certificate or other certification delivered in connection with
this Agreement, and each other agreement, instrument, document and certificate identified in Section 4.01 executed and delivered to,
or in favor of, the Lender and including each other pledge, power of attorney, consent, assignment, contract, notice, letter of credit
agreement, letter of credit application and each other written matter whether heretofore, now or hereafter executed by or on behalf of
any Loan Party, or any employee of any Loan Party, and delivered to the Lender in connection with this Agreement or the transactions
contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits
or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement
or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

 “ Loan
Guarantor ” means each Loan Party.

 “ Loan
Guaranty ” means Article IX of this Agreement.

 “ Loan
Parties ” means, collectively, the Borrower, each Subsidiary of the Borrower party hereto on the Effective Date and any other
Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns, and the term
“Loan Party” shall mean any one of them or all of them individually, as the context may require. For the avoidance of doubt,
none of the Dormant Subsidiaries shall be a Loan Party hereunder.

 “ Loans ”
means the loans and advances made by the Lender pursuant to this Agreement.

 “ Margin
Stock ” means margin stock within the meaning of Regulations T, U and X, as applicable.

 “ Material
Adverse Effect ” means a material adverse effect on (a) the business, assets, operations, and financial condition of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material Obligations, (c)
the Collateral, or the Lender’s Liens (on behalf of itself and the other Secured Parties) on the Collateral or the priority of
such Liens, or (d) the rights of or benefits available to the Lender under any of the Loan Documents.

 “ Material
Agreement ” means (a) any agreement evidencing Material Indebtedness, and (b) all other written agreements and contracts the
loss, termination, or breach of which could reasonably be expected to have a Material Adverse Effect or a loss in revenue in excess of
15% of trailing twelve month revenue.

 “ Material
Intellectual Property ” means any registered intellectual property (including patents, trademarks, copyrights and licenses thereof)
of the Loan Parties or their Subsidiaries that is (a) material to the conduct of the business or operations of the Loan Parties or their
Subsidiaries, or (b) is reasonably necessary or material to permit the Lender to enforce its rights and remedies under the Loan Documents
with respect to the Collateral, or the Disposition of which would otherwise materially adversely affect the value of the Collateral.

 12

 “ Material
Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $1,000,000. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect
of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

 “ Maximum
Rate ” has the meaning assigned to such term in Section 8.16.

 “ Moody’s ”
means Moody’s Investors Service, Inc.

 “ Mortgage ”
means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Lender, on real property of a
Loan Party, including any amendment, restatement, modification or supplement thereto.

 “ Multiemployer
Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

 “ Net
Income ” means, for any period, the consolidated net income (or loss) determined for the Borrower and its Subsidiaries, on a
consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary, (b) the income (or deficit)
of any Person (other than a Subsidiary) in which the Borrower or any Subsidiary has an ownership interest, except to the extent that
any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary, to the extent that the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement
of Law applicable to such Subsidiary.

 “ Net
Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any
cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only
as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid
to third parties (other than Affiliates) in connection with such event, (ii) in the case of Disposition of an asset (including pursuant
to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be
made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment
as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves
established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred
or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial
Officer).

 “ NYFRB ”
means the Federal Reserve Bank of New York.

 “ NYFRB
Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank
Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided
that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal
funds transaction quoted at 11:00 a.m. on such day received by the Lender from a federal funds broker of recognized standing selected
by it; provided, further, that if any of the aforesaid rates as so determined would be less than 0.00%, such rate shall be deemed to
be 0.00% for purposes of this Agreement.

 13

 “ Obligated
Party ” has the meaning assigned to such term in Section 9.02.

 “ Obligations ”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and
liabilities of any of the Loan Parties to the Lender or any indemnified party, individually or collectively, existing on the Effective
Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other
Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit
or other instruments at any time evidencing any thereof.

 “ Off-Balance
Sheet Liability ” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction
entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is
the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person
(other than operating leases).

 “ Other
Connection Taxes ” means, with respect to the Lender, Taxes imposed as a result of a present or former connection between the
Lender and the jurisdiction imposing such Taxes (other than a connection arising from the Lender having executed, delivered, become a
party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to, or enforced, any Loan Document), or sold or assigned an interest in any Loan, Letter of Credit, or any Loan
Document.

 “ Outbound
Investment Rules ” means the regulations administered and enforced, together with any related public guidance issued, by the
United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date
of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.

 “ Other
Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from
any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of
a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment.

 “ Overnight
Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions
denominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the
NYFRB as set forth on the Federal Reserve Bank of New York’s Website from time to time) and published on the next succeeding Business
Day by the NYFRB as an overnight bank funding rate.

 “ Paid
in Full ” or “ Payment in Full ” means, (i) the payment in full in cash of all outstanding Loans and LC Disbursements,
together with accrued and unpaid interest thereon, (ii) the termination, expiration, or cancellation and return of all outstanding Letters
of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Lender of a cash deposit, or at the discretion
of the Lender a back up standby letter of credit satisfactory to the Lender, in an amount equal to 105% of the LC Exposure as of the
date of such payment), (iii) the payment in full in cash of the accrued and unpaid fees, (iv) the payment in full in cash of all reimbursable
expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly
stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (v) the termination
of all Commitments, and (vi) the termination of the Swap Agreement Obligations and the Banking Services Obligations or entering into
other arrangements satisfactory to the Secured Parties counterparties thereto.

 14

 “ Participant ”
has the meaning assigned to such term in Section 8.04(c).

 “ Participant
Register ” has the meaning assigned to such term in Section 8.04(c).

 “ PBGC ”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

 “ Permitted
Encumbrances ” means:

 (a) Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

 (b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with
Section 5.04;

 (c) pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other
social security laws or regulations;

 (d) deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;

 (e) judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

 (f) customary
rights of set-off, revocation, refund or chargeback under deposit agreements or under the UCC or common law of banks or other financial
institutions where the Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the
ordinary course of business; and

 (g) easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the
ordinary conduct of business of the Borrower or any Subsidiary;

 provided
that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clause (e)
above.

 “ Permitted
Acquisition ” means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

 (a) such
Acquisition is not a hostile or contested acquisition;

 15

 (b) the
business acquired in connection with such Acquisition is (i) located in the U.S., (ii) organized under applicable U.S. and state laws,
and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged
on the Effective Date and any business activities that are substantially similar, related, or incidental thereto;

 (c) both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations
and warranties in the Loan Documents is true and correct in all material respects (except any such representation or warranty which relates
to a specified prior date) and no Default exists, will exist, or would result therefrom;

 (d) as
soon as available, but not less than ten (10) days prior to such Acquisition, the Borrower has provided the Lender (i) notice of such
Acquisition and (ii) a copy of all business and financial information reasonably requested by the Lender including pro forma financial
statements, and statements of cash flow;

 (e) the
total consideration (including maximum potential total amount of all deferred payment obligations (including earn-outs) and Indebtedness
assumed or incurred) of such Acquisition does not exceed $1,000,000 and any cash consideration paid in connection with any single Acquisition
shall not exceed $1,000,000.

 (f) if
such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person shall
become a wholly-owned Subsidiary of the Borrower and, a Loan Party pursuant to the terms of this Agreement;

 (g) if
such Acquisition is an acquisition of assets, such Acquisition is structured so that the Borrower or another Loan Party shall acquire
such assets;

 (h) if
such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;

 (i) if
such Acquisition involves a merger or a consolidation involving the Borrower or any other Loan Party, the Borrower or such Loan Party,
as applicable, shall be the surviving entity;

 (j) no
Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether
relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;

 (k) before
and after giving effect to the completion of such Acquisition, on a pro forma basis, the Borrower shall be in compliance with the financial
covenants in Section 6.12;

 (l) all
actions required to be taken with respect to any newly acquired or formed wholly-owned Subsidiary of the Borrower or a Loan Party, as
applicable, required under Section 5.14 shall have been taken; and

 (m) the
Borrower shall have delivered to the Lender the final executed material documentation relating to such Acquisition within 5 Business
Days following the consummation thereof.

 “ Permitted
Investments ” means:

 (a) direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency thereof
to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year from the date
of acquisition thereof;

 16

 (b) investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest
credit rating obtainable from S&P or from Moody’s;

 (c) investments
in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the U.S. or any state thereof which has a combined capital and surplus and undivided profits of not
less than $500,000,000;

 (d) fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered
into with a financial institution satisfying the criteria described in clause (c) above; and

 (e) money
market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company
Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

 “ Person ”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

 “ Plan ”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

 “ Plan
Asset Regulations ” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

 “ Prepayment
Event ” means:

 (a) any
Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party or any Subsidiary, other
than Dispositions described in Section 6.05(a); or

 (b) any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property
or asset of any Loan Party or any Subsidiary; or

 (c) the
issuance by the Borrower of any Equity Interests, or the receipt by the Borrower of any capital contribution, in either case, during
the existence of an Event of Default; or

 (d) the
incurrence by any Loan Party or any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01.

 “ Prime
Rate ” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or if The
Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal
Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer
quoted therein, any similar rate quoted therein (as determined by the Lender) or any similar release by the Federal Reserve Board (as
determined by the Lender). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.

 17

 “ Proceeding ”
means any claims, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding
in any jurisdiction.

 “ Projections ”
has the meaning assigned to such term in Section 5.01(f).

 “ Qualified
ECP Guarantor ” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the
time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap
Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any
regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such
time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

 “ Real
Property ” means all real property that was, is now or may hereafter be owned, occupied or otherwise controlled by any Loan
Party pursuant to any contract of sale, lease or other conveyance of any legal interest in any real property to any Loan Party.

 “ Refinance
Indebtedness ” has the meaning assigned to such term in Section 6.01(f).

 “ Regulation
D ” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.

 “ Regulation
T ” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.

 “ Regulation
U ” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.

 “ Regulation
X ” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof.

 “ Related
Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s
Affiliates.

 “ Release ”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating,
disposing, or dumping of any substance into the environment.

 “ Relevant
Governmental Body ” means the Federal Reserve Board or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee
officially endorsed or convened by the Federal Reserve Board or the NYFRB, or, in each case, any successor thereto.

 “ Report ”
means reports prepared by the Lender or another Person showing the results of appraisals, field examinations or audits pertaining to
the Borrower’s assets from information furnished by or on behalf of the Borrower, after the Lender has exercised its rights of
inspection pursuant to this Agreement.

 “ Requirement
of Law ” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation, bylaws,
or operating, management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute,
law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of
any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is subject.

 18

 “ Responsible
Officer ” means the president, Financial Officer or other executive officer of the Borrower.

 “ Restricted
Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests
or any option, warrant or other right to acquire any such Equity Interests.

 “ Reuters ”
means, as applicable, Thomson Reuters Corp, Refinitiv, or any successor thereto.

 “ Revolving
Borrowing ” means Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of SOFR Loans,
as to which a single Interest Period is in effect.

 “ Revolving
Commitment ” means the commitment of the Lender to make Revolving Loans and issue Letters of Credit hereunder, as such commitment
may be reduced from time to time pursuant to Section 2.07. The initial amount of the Lender’s Revolving Commitment is $10,000,000.

 “ Revolving
Credit Maturity Date ” means June 12, 2029 (if the same is a Business Day, or if not then the immediately next succeeding Business
Day), or any earlier date on which the Revolving Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

 “ Revolving
Exposure ” means, at any time, the sum of the aggregate outstanding principal amount of the Lender’s Revolving Loans and
its LC Exposure at such time.

 “ Revolving
Loan ” means a Loan made pursuant to Section 2.01(a).

 “ S&P ”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

 “ Sale
and Leaseback Transaction ” has the meaning assigned to such term in Section 6.06.

 “ Sanctioned
Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the
time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region
of Ukraine, Cuba, Iran, North Korea and Syria).

 “ Sanctioned
Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office
of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council,
the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority,
(b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

 “ Sanctions ”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury
of the United Kingdom or other relevant sanctions authority.

 19

 “ SEC ”
means the Securities and Exchange Commission of the U.S.

 “ Secured
Obligations ” means all Obligations, together with all (i) Banking Services Obligations, and (ii) Swap Agreement Obligations
owing to the Lender or its Affiliates; provided , however , that the definition of “Secured Obligations” shall
not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded
Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.

 “ Secured
Parties ” means (a) the Lender, (b) each provider of Banking Services, to the extent the Banking Services Obligations in respect
thereof constitute Secured Obligations, (c) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute
Secured Obligations, (d) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and
(e) the successors and assigns of each of the foregoing.

 “ Security
Agreement ” means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of the date
hereof, among the Loan Parties and the Lender, for the benefit of the Secured Parties, and any other pledge or security agreement entered
into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other
Person for the benefit of the Lender, on behalf of the Secured Parties, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

 “ SOFR ”
means a rate equal to the secured overnight financing rate as administered by the NYFRB (or a successor administrator of the secured
overnight financing rate).

 “ SOFR
Adjustment ” means 0.00% per annum.

 “ SOFR
Borrowing ” means any Borrowing bearing interest at the Adjusted Term SOFR Rate.

 “ SOFR
Loan ” means any Loan bearing interest at the Adjusted Term SOFR Rate.

 “ Standby
LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding at
such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet
been reimbursed by or on behalf of the Borrower at such time.

 “ Statements ”
has the meaning assigned to such term in Section 2.16(d).

 “ Subordinated
Indebtedness ” of a Person means any Indebtedness of such Person, the payment of which is subordinated to payment of the Secured
Obligations to the written satisfaction of the Lender.

 “ subsidiary ”
means, with respect to any Person (the “ parent “) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent
and/or by the parent and one or more subsidiaries of the parent.

 20

 “ Subsidiary ”
means any direct or indirect subsidiary of the Borrower or a Loan Party, as applicable.

 “ Swap
Agreement ” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or
any option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments
or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account
of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be
a Swap Agreement.

 “ Swap
Agreement Obligations ” means any and all obligations of the Loan Parties or their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (a) any Swap Agreement permitted hereunder with the Lender or an Affiliate of the Lender, and (b) any
cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with the Lender
or an Affiliate of the Lender.

 “ Swap
Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction
that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations
promulgated thereunder.

 “ Taxes ”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added
taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.

 “ Term
SOFR Rate ” means, with respect to any SOFR Borrowing, such reference rate as is published by the CME Term SOFR Administrator
at approximately 5:00 a.m., Chicago time, two Business Days prior to the commencement of such tenor comparable to the applicable Interest
Period; such rate being the rate per annum determined by the Lender as the forward-looking term rate based on SOFR; provided that
if the Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be the Floor for the purposes of this
Agreement.

 “ Total
Funded Indebtedness ” means, at any date, for the Borrower and its Subsidiaries on a consolidated basis as of such date, all
Indebtedness of the types described in clauses (a), (b), (d), (h), (i) (solely with respect to unreimbursed amounts due and owing) and
(j) (to the extent more than three (3) days past due), (k), and, to the extent related to Indebtedness of such types, clauses (c) and
(g), in each case, of the definition of "Indebtedness," and all Guarantees in respect of any of the foregoing.

 “ Total
Leverage Ratio ” means, on any date, the ratio of (a) Total Funded Indebtedness on such date to (b) EBITDA for the period of
four consecutive fiscal quarters ended on or most recently prior to such date.

 “ Transactions ”
means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans
and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

 21

 “ Type ”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted Term SOFR Rate or the CB Floating Rate.

 “ UCC ”
means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are
required to be applied in connection with the issue of perfection of security interests.

 “ Unfinanced
Capital Expenditures ” means, for any period, Capital Expenditures made during such period which are not financed from the proceeds
of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are
financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).

 “ Unliquidated
Obligations ” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated
at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter
of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation
to provide collateral to secure any of the foregoing types of obligations.

 “ U.S. ”
means the United States of America.

 “ USA
PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001.

 “ Withdrawal
Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

 Section
1.02. Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by
Class ( e.g. , a “Revolving Loan”) or by Type ( e.g. , a “SOFR Loan”) or by Class and Type ( e.g. ,
a “SOFR Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g. , a “Revolving Borrowing”)
or by Type ( e.g. , a “SOFR Borrowing”) or by Class and Type ( e.g. , a “SOFR Revolving Borrowing”).

 Section
1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws
(including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)
and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications
set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from
time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein
to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set
forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all
functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement, (e) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any period” shall
refer to the same time or period for all calculations or determinations within such definition, and (g) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.

 Section
1.04. Accounting Terms; GAAP . (a) Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there
occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Lender
that the Borrower requests an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application
thereof (or if the Lender notifies the Borrower that the Lender requests an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an
accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be
made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect
to any treatment of Indebtedness under Financial Accounting Standards Board Accounting Standards Codification 470-20 or 2015-03 (or any
other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof.

 (b) Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change in
accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update
No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar arrangement
conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated
under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables
under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

 Section
1.05. Interest Rates; Benchmark Notification . The interest rate on a Loan may be derived from an interest rate benchmark that
may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition
Event, Section 2.12(c) provides a mechanism for determining an alternative rate of interest. The Lender does not warrant or accept any
responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter
related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate
thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference
rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the
same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Lender and its affiliates
and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any
alternative, successor or alternative rate (including any Alternate Rate) and/or any relevant adjustments thereto, in each case, in a
manner adverse to the Borrower. The Lender may select information sources or services in its reasonable discretion to ascertain any interest
rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms
of this Agreement, and shall have no liability to the Borrower or any other person or entity for damages of any kind, including direct
or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise
and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information
source or service.

 22

 Section
1.06. Status of Obligations . In the event that the Borrower or any other Loan Party shall at any time issue or have
outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall
be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such
Subordinated Indebtedness and to enable the Lender to have and exercise any payment blockage or other remedies available or
potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the
foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior
indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which
such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms
of any such Subordinated Indebtedness in order that the Lender may have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

 Section
1.07. Letters of Credit . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that,
by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available
amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect
to all such increases, whether or not such maximum amount is available to be drawn at such time. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of
the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication
No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby
Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable
time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter
of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid,
and the obligations of the Borrower shall remain in full force and effect until the Lender shall have no further obligations to make
any payments or disbursements under any circumstances with respect to any Letter of Credit.

 Section
1.08. Divisions . For all purposes under the Loan Documents, in connection with any Division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Equity Interests at such time.

 23

 Article
II

 The Credits

 Section
2.01. Commitments . Subject to the terms and conditions set forth herein, the Lender agrees to make Revolving Loans in dollars
to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in the Revolving
Exposure exceeding the Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans.

 Section
2.02. Loans and Borrowings .

 (a) Each
Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type.

 (b) Subject
to Section 2.12, each Revolving Borrowing shall be comprised entirely of CBFR Loans or SOFR Loans as the Borrower may request in
accordance herewith, provided that all Revolving Borrowings made on the Effective Date must be made as CBFR Borrowings but may
be converted into SOFR Borrowings in accordance with Section 2.06. The Lender at its option may make any SOFR Loan by causing any domestic
or foreign branch or Affiliate of the Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.12, 2.13,
2.14 and 2.15 shall apply to such Affiliate to the same extent as to the Lender); provided that any exercise of such option shall
not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

 (c) At
the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple
of $100,000 and not less than $500,000. CBFR Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding
at the same time; provided that there shall not at any time be more than a total of 5 SOFR Borrowings outstanding.

 (d) Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.

 Section
2.03. Borrowing Procedures; Requests for Revolving Borrowings .

 (a) To
request a Borrowing, the Borrower shall notify the Lender of such request either in writing (delivered by hand or fax) by delivering
a Borrowing Request signed by a Responsible Officer of the Borrower or through Electronic System, if arrangements for doing so have been
approved by the Lender, (a) in the case of a SOFR Borrowing, not later than 10:00 a.m., Chicago time, three (3) Business Days before
the date of the proposed Borrowing or (b) in the case of a CBFR Borrowing, not later than noon, Chicago time, on the date of the proposed
Borrowing; provided that any such notice of a CBFR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated
by Section 2.04(d) may be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such Borrowing Request
shall be irrevocable. Each such Borrowing Request shall specify the following information in compliance with Section 2.01:

 (i) the
Class of Borrowing, the aggregate amount of the requested Borrowing, and a breakdown of the separate wires comprising such Borrowing;

 (ii) the
date of such Borrowing, which shall be a Business Day;

 24

 (iii) whether
such Borrowing is to be a CBFR Borrowing or a SOFR Borrowing; and

 (iv) in
the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition
of the term “Interest Period.”

 If
no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a CBFR Borrowing. If no Interest Period is
specified with respect to any requested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.

 Section
2.04. Letters of Credit .

 (a) General .
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit as the applicant thereof
for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Lender, at any time and from time
to time during the Availability Period; provided that there shall not at any time be more than a total of twenty (20) Letters
of Credit outstanding.

 (b) Notice
of Issuance, Amendment, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit through Electronic System, if arrangements for
doing so have been approved by the Lender) to the Lender (reasonably in advance of the requested date of issuance, amendment, or extension,
but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended or extended, and specifying the date of issuance, amendment, or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, or extend
such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing
agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application,
in each case, as required by the Lender and using Lender’s standard form (each, a “ Letter of Credit Agreement ”).
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit
Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, or extended only if
(and upon issuance, amendment, or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, or extension (i) the LC Exposure shall not exceed $5,000,000, (ii) the Standby LC Exposure
shall not exceed $5,000,000, (iii) the Commercial LC Exposure shall not exceed $5,000,000 and (iv) the Revolving Exposure shall not exceed
the Revolving Commitment.

 The
Lender shall not be under any obligation to issue any Letter of Credit if:

 (i) any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Lender from
issuing such Letter of Credit, or any Requirement of Law relating to the Lender or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over the Lender shall prohibit, or request that the Lender refrain from,
the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Lender with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the Lender is not otherwise compensated hereunder) not in
effect on the Effective Date, or shall impose upon the Lender any unreimbursed loss, cost or expense which was not applicable on the
Effective Date and which the Lender in good faith deems material to it, or

 25

 (ii) the
issuance of such Letter of Credit would violate one or more policies of the Lender applicable to letters of credit generally.

 (c) Expiration
Date . Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Lender to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter
of Credit (or, in the case of any extension of the expiration date thereof, including, without limitation, any automatic renewal provision,
one year after such extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date.

 (d) Reimbursement .
If the Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying
to the Lender an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on (i) the Business Day that the Borrower
receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (ii)
the Business Day immediately following the day that the Borrower receives such notice, if such notice is received after 9:00 a.m., Chicago
time, on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 that such payment be financed with a CBFR Revolving Borrowing in an equivalent amount and, to the extent
so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting CBFR Revolving Borrowing.

 (e) Obligations
Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (d) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of any (i) lack of validity or enforceability of any Letter of Credit, any Letter of Credit
Agreement or this Agreement, or any term or provision therein or herein, (ii) draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii)
payment by the Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms
of such Letter of Credit, or (iv) other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might,
but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s
obligations hereunder. Neither the Lender nor any of its Related Parties, shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit, any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from
causes beyond the control of the Lender; provided that the foregoing shall not be construed to excuse the Lender from liability
to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the
Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part
of the Lender (as finally determined by a court of competent jurisdiction), the Lender shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect
to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Lender may,
in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.

 26

 (f) Disbursement
Procedures . The Lender shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following its
receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. The Lender shall promptly
after such examination notify the Borrower by telephone (confirmed by fax or through Electronic Systems) of such demand for payment if
the Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse the Lender with respect to any such LC Disbursement.

 (g) Interim
Interest . If the Lender shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on
the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable
to CBFR Revolving Loans and such interest shall be due and payable on the date when such reimbursement is due; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (d) of this Section, then Section 2.11(c)
shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Lender.

 (h) Cash
Collateralization . If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from
the Lender demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account or accounts
with the Lender, in the name and for the benefit of the Lender (the “ LC Collateral Account ”), an amount in cash equal
to 105% of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h)
or (i) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required
by Section 2.09(b). Each such deposit shall be held by the Lender as collateral for the payment and performance of the Secured Obligations.
In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remains outstanding after the expiration
date specified in said paragraph (c), the Borrower shall immediately deposit in the LC Collateral Account an amount in cash equal to
105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Lender shall have exclusive dominion and control,
including the exclusive right of withdrawal, over the LC Collateral Account and the Borrower hereby grants the Lender a security interest
in the LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on
the investment of such deposits, which investments shall be made at the option and sole discretion of the Lender and at the Borrower’s
risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.
Moneys in such account shall be applied by the Lender for LC Disbursements for which it has not been reimbursed, together with related
fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy
other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence
of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business
Days after all such Events of Default have been cured or waived as confirmed in writing by the Lender.

 27

 (i) Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations
of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”
“customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any
rights of the Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter
of Credit, the Borrower (i) shall reimburse, indemnify and compensate the Lender hereunder for such Letter of Credit (including to reimburse
any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably
waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such
Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its
Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses
of such Subsidiaries.

 Section
2.05. Funding of Borrowings . The Lender shall make each Loan to be made by it hereunder on the proposed date thereof available
to the Borrower by promptly crediting the amounts in immediately available funds, to the Funding Account; provided that CBFR Revolving
Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(d) shall be remitted to the Lender.

 Section
2.06. Interest Elections .

 (a) Each
Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have
an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided
in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.

 (b) To
make an election pursuant to this Section, the Borrower shall notify the Lender of such election either in writing (delivered by hand
or fax) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower or through Electronic System, if arrangements
for doing so have been approved by the Lender, by the time that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest
Election Request shall be irrevocable.

 (c) Each
Interest Election Request (including requests submitted through Electronic System) shall specify the following information in compliance
with Section 2.02:

 (i) the
Borrowing to which such Interest Election Request applies and, if different options…

EX-10.2 · feimex10-2.htm

EX-10.2
 3
 feimex10-2.htm
 EXHIBIT 10.2

 Exhibit 10.2

 Execution
Version

 PLEDGE
AND SECURITY AGREEMENT

 THIS
PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “ Security
Agreement ”) is entered into as of June 12, 2026, by and among FREQUENCY ELECTRONICS, INC., a Delaware corporation (the “ Borrower ”),
FEI-ZYFER, Inc., a Delaware corporation (“ FEI-ZYFER ”) and any additional entities which become parties to this Security
Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities,
together with the Borrower and FEI-Zyfer, each a “ Grantor ”, and collectively, the “ Grantors ”),
and JPMorgan Chase Bank, N.A. (the “ Lender ”).

 PRELIMINARY
STATEMENT

 The
Grantors and the Lender are entering into a Credit Agreement dated as of the date hereof (as it may be amended, restated, supplemented
or otherwise modified from time to time, the “ Credit Agreement ”). Each Grantor is entering into this Security Agreement
in order to induce the Lender to enter into and extend credit to the Borrower under the Credit Agreement and to secure the Secured Obligations
that it has agreed to guarantee pursuant to Article IX of the Credit Agreement.

 ACCORDINGLY,
the Grantors and the Lender, on behalf of the Secured Parties, hereby agree as follows:

 ARTICLE
I

 DEFINITIONS

 1.1.
 Terms Defined in Credit Agreement . All capitalized terms used herein and not otherwise defined shall have the meanings assigned
to such terms in the Credit Agreement.

 1.2.
 Terms Defined in UCC . Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined
in the UCC.

 1.3.
 Definitions of Certain Terms Used Herein . As used in this Security Agreement, in addition to the terms defined in the first paragraph
hereof and in the Preliminary Statement, the following terms shall have the following meanings:

 “ Accounts ”
shall have the meaning set forth in Article 9 of the UCC.

 “ Applicable
IP Office ” means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or
agency within or, solely in the case of Section 4.7, outside the United States.

 “ Article ”
means a numbered article of this Security Agreement, unless another document is specifically referenced.

 “ Chattel
Paper ” shall have the meaning set forth in Article 9 of the UCC.

 “ Collateral ”
shall have the meaning set forth in Article II.

 “ Collateral
Access Agreement ” means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Lender,
between the Lender and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any
Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver or other agreement may be amended,
restated, supplemented or otherwise modified from time to time.

 “ Collateral
Report ” means any certificate, report or other document delivered by any Grantor to the Lender with respect to the Collateral
pursuant to the Loan Documents.

 “ Commercial
Tort Claims ” means the commercial tort claims as defined in Article 9 of the UCC, including each commercial tort claim specifically
described on Exhibit I.

 “ Confirmatory
Grant ” shall have the meaning set forth in Section 3.10(e).

 “ Control ”
shall have the meaning set forth in Article 8 of the UCC or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the
UCC.

 “ Copyrights ”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights
and all mask works, database and design rights, whether or not registered or published, all registrations and recordations thereof and
all applications in connection therewith.

 “ Default ”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

 “ Deposit
Account Control Agreement ” means an agreement, in form and substance reasonably satisfactory to the Lender, among any Grantor,
a banking institution holding such Grantor’s funds, and the Lender with respect to collection and control of all deposits and balances
held in a deposit account maintained by such Grantor with such banking institution.

 “ Deposit
Accounts ” shall have the meaning set forth in Article 9 of the UCC.

 “ Documents ”
shall have the meaning set forth in Article 9 of the UCC.

 “ Equipment ”
shall have the meaning set forth in Article 9 of the UCC.

 “ Event
of Default ” means an event described in Section 5.1.

 “ Excluded
Account ” means any of the following deposit accounts: (a) deposit accounts specifically and exclusively used in the ordinary
course of business for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Borrower or any
of its Subsidiary’s employees, which accounts are funded only in the ordinary course of business and not in excess of any amounts
necessary to fulfill payroll obligations that are then currently owing or anticipated for the next payroll cycle, (b) any deposit account
specifically and exclusively used in the ordinary course of business as an escrow account or trust account, and (c) other accounts with
an aggregate balance in all such accounts, collectively, not to exceed $250,000.

 “ Excluded
Property ” means any (i) “intent to use” application for registration of a Trademark filed pursuant to Section
1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of
the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, to the
extent that, and during the period in which, the grant of a security interest therein would impair the validity or enforceability of
any registration that issues from such intent-to-use application under applicable federal law, and (ii) any lease, license or other
agreement or any property subject to a capital lease or purchase money security interest permitted by Section 6.01(e) and 6.02(d) of
the Credit Agreement, to the extent that the granting of a Lien thereon in favor of the Secured Parties would violate or invalidate
such lease, license, agreement, capital lease or purchase money security interest or create a right of termination in favor of any
party thereto (other than the other Grantors and their respective Subsidiaries and other than to the extent that any such term would
be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the applicable UCC or any other applicable law or
principles of equity), so long as such provision exists and so long as such lease, license or agreement was not entered into in
contemplation of circumventing the obligation to provide security for Collateral hereunder and (iii) Excluded Accounts; provided , however ,
that the exclusions set forth in this definition shall not apply to any Proceeds, products, substitutions or replacements of the
foregoing property unless such Proceeds, products, substitutions or replacements would themselves constitute Excluded
Property.

 2

 “ Exhibit ”
refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

 “ Fixtures ”
shall have the meaning set forth in Article 9 of the UCC.

 “ General
Intangibles ” shall have the meaning set forth in Article 9 of the UCC.

 “ Goods ”
shall have the meaning set forth in Article 9 of the UCC.

 “ Industrial
Designs ” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in
or relating to registered industrial designs and industrial design applications.

 “ Instruments ”
shall have the meaning set forth in Article 9 of the UCC.

 “ Intellectual
Property ” means all rights, title and interests in or relating to intellectual property and industrial property arising under
any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Industrial Designs, Software,
Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

 “ Internet
Domain Name ” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law
in or relating to internet domain names.

 “ Inventory ”
shall have the meaning set forth in Article 9 of the UCC.

 “ Investment
Property ” shall have the meaning set forth in Article 9 of the UCC.

 “ IP
Ancillary Rights ” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals,
reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and
all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing
or otherwise with respect to such Intellectual Property throughout the world, including all rights to sue or recover at law or in equity
for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all
rights to obtain any other IP Ancillary Right throughout the world.

 “ IP
License ” means all contractual obligations (and all related IP Ancillary Rights), whether written or oral, granting any right,
title and interest in or relating to any Intellectual Property, but excluding any license in respect of (i) commercially available off-the-shelf
software or (ii) non-exclusive licenses in the ordinary course of business.

 “ Letter-of-Credit
Rights ” shall have the meaning set forth in Article 9 of the UCC.

 “ Liabilities ”
mean all claims (including intraparty claims), actions, suits, judgments, demands, damages, losses, liability, obligations, responsibilities,
fines, penalties, sanctions, costs, fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any
appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto),
in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of
financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual,
punitive, treble or otherwise.

 3

 “ Material
License Agreement ” means any license of Intellectual Property that constitutes Material Intellectual Property.

 “ Patents ”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters
patent and applications therefor.

 “ Pledged
Collateral ” means all Instruments, Securities, General Intangibles consisting of interests in limited liability companies or
partnerships, and other Investment Property of the Grantors, whether or not required to be physically delivered to the Lender pursuant
to this Security Agreement.

 “ Receivables ”
means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which
are General Intangibles or which are otherwise included as Collateral.

 “ Section ”
means a numbered section of this Security Agreement, unless another document is specifically referenced.

 “ Secured
Parties ” shall have the meaning set forth in the Credit Agreement.

 “ Securities
Account Control Agreement ” means an agreement, in form and substance reasonably satisfactory to the Lender, among any Grantor,
a financial institution, securities intermediary or other Person holding such Grantor’s securities or maintaining a securities
account for such Grantor, and the Lender with respect to collection and control of all securities, balances and other assets held in
a securities account maintained by such Grantor with such securities intermediary.

 “ Security ”
shall have the meaning set forth in Article 8 of the UCC.

 “ Security
Agreement Supplement ” means any Security Agreement Supplement to this Security Agreement in substantially the form of Annex
I hereto executed by an entity that becomes a Grantor under this Security Agreement after the date hereof.

 “ Software ”
means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether
machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

 “ Stock
Rights ” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive
or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest
constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or
hereafter acquire any right, issued by an issuer of such Equity Interest.

 “ Supporting
Obligations ” shall have the meaning set forth in Article 9 of the UCC.

 “ Trade
Secrets ” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in
or relating to proprietary, confidential and/or non-public information, however documented, including but not limited to confidential
ideas, know-how, concepts, methods, processes, formulae, reports, data, customer lists, mailing lists, business plans and all other trade
secrets.

 “ Trademarks ”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks,
trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all
applications in connection therewith.

 4

 “ UCC ”
means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are
required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to,
Lender’s or any other Secured Party’s Lien on any Collateral.

 The
foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

 ARTICLE
II

 GRANT
OF SECURITY INTEREST

 Each
Grantor hereby pledges, assigns and grants to the Lender, on behalf of and for the ratable benefit of the Secured Parties, a security
interest in all of its right, title and interest in, to and under all personal property and other assets of such Grantor, whether now
owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof),
and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively
referred to as the “ Collateral ”), including:

 (i) all
Accounts;

 (ii) all
Chattel Paper;

 (iii) all
Copyrights, Patents and Trademarks and all other Intellectual Property;

 (iv) all
Documents;

 (v) all
Equipment;

 (vi) all
Fixtures;

 (vii) all
General Intangibles;

 (viii) all
Goods;

 (ix) all
Instruments;

 (x) all
Inventory;

 (xi) all
Investment Property;

 (xii) all
cash or cash equivalents;

 (xiii) all
letters of credit, Letter-of-Credit Rights and Supporting Obligations;

 (xiv) all
Deposit Accounts and Securities Accounts with any bank, financial institution, securities intermediary or other Person;

 (xv) all
Commercial Tort Claims; and

 (xvi) all
accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing,
together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and
records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;

 to
secure the prompt and complete payment and performance of the Secured Obligations.

 Notwithstanding
anything contained in this Security Agreement to the contrary, the term “Collateral” (and each defined term used in the definition
of Collateral) and the foregoing grant shall not include any Excluded Property;

 provided ,
that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after such date
to constitute Collateral to the extent subject to the grant clause in this Article II; and provided , further , that the
exclusions set forth with respect to Excluded Property shall not apply to any Proceeds, products, substitutions or replacements of the
foregoing property unless such Proceeds, products, substitutions or replacements would themselves constitute property by the defined
term Excluded Property.

 5

 ARTICLE
III

 REPRESENTATIONS
AND WARRANTIES

 Each
Grantor represents and warrants, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security
Agreement Supplement represents and warrants (after giving effect to supplements, if any, to each of the Exhibits hereto with respect
to such Grantor as attached to such Security Agreement Supplement), to the Lender and the Secured Parties that:

 3.1.
 Title, Authorization, Validity, Enforceability, Perfection and Priority . Such Grantor has good and valid rights in or the power
to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest
hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to
the Lender the security interest in the Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement
has been duly authorized by proper corporate, limited liability company, or partnership proceedings of such Grantor, and this Security
Agreement constitutes a legal valid and binding obligation of such Grantor and creates a security interest which is enforceable against
such Grantor in all Collateral it now owns or hereafter acquires, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law. When financing statements have been filed in the appropriate offices against
such Grantor in the locations listed on Exhibit H, the Lender will have a fully perfected first priority security interest in that Collateral
of such Grantor in which a security interest may be perfected by filing a financing statement under the UCC, subject only to Liens permitted
under Section 4.1(e).

 3.2.
 Type and Jurisdiction of Organization, Organizational and Identification Numbers . As of the date hereof, the type of entity of
such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer
identification number are set forth on Exhibit A .

 3.3.
 Principal Location . As of the date hereof, such Grantor’s mailing address, and the location of its places of business and
its chief executive office, are disclosed on Exhibit A attached hereto; and as of the date hereof, such Grantor has no other places
of business except those set forth on Exhibit A attached hereto.

 3.4.
 Collateral Locations . As of the date hereof, all of such Grantor’s Collateral locations where Collateral with an aggregate
value in excess of $250,000 (other than Collateral which is in transit or in the possession of an employee in the ordinary course of
such employee’s duties) is located are listed on Exhibit A . All of said locations are owned by such Grantor except for locations
(a) which are leased by such Grantor as lessee and designated in Part VII(b) of Exhibit A and (b) at which Inventory is
held in a public warehouse or is otherwise held by a bailee or on consignment by such Grantor as designated in Part VII(c) of
 Exhibit A.

 3.5.
 Deposit Accounts . As of the date hereof, all of such Grantor’s Deposit Accounts and securities accounts are listed on Exhibit
B .

 3.6.
 Exact Names . As of the date hereof, such Grantor’s name in which it has executed this Security Agreement is the exact name
as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization.
Such Grantor has not, during the past five years, been known by or used any other corporate or fictitious name, or been a party to any
merger or consolidation, or been a party to any acquisition.

 6

 3.7.
 Letter-of-Credit Rights and Chattel Paper . As of the date hereof, Exhibit C lists all Letter-of-Credit Rights and Chattel
Paper of such Grantor with a face amount in excess of $100,000. All action by such Grantor necessary or reasonably requested to protect
and perfect the Lender’s Lien on each item listed on Exhibit C (including the delivery of all originals and the placement
of a legend on all Chattel Paper as required hereunder) has been duly taken. The Lender will have a fully perfected first priority security
interest in the Collateral listed on Exhibit C , subject only to Liens permitted under Section 4.1(e).

 3.8.
 Accounts and Chattel Paper .

 (a)
The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper owned by such
Grantor are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices
and Collateral Reports with respect thereto furnished to the Lender by such Grantor from time to time. As of the time when each Account
or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper,
as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.

 (b)
With respect to its Accounts, (i) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in
the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (ii) to Grantor’s
knowledge there are no material setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any
agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full
amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except, in each case, in the ordinary
course of its business; and (iii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair
the validity or enforceability thereof or could reasonably be expected to materially reduce the amount payable thereunder as shown on
such Grantor’s books and records and any invoices and statements with respect thereto.

 (c)
In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices and statements with respect thereto are, to Grantor’s
knowledge, actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent, and (ii) to such Grantor’s
knowledge, all Account Debtors have the capacity to contract.

 3.9.
 Inventory . With respect to any of its Inventory, (a) such Inventory (other than Inventory in transit) is located at one of such
Grantor’s locations set forth on Exhibit A , as of the date hereof, (b) no Inventory (other than Inventory in transit) is
now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor
has good and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever
except for the security interest granted to the Lender hereunder, for the benefit of the Lender and Secured Parties, and Liens permitted
under Section 6.02 of the Credit Agreement (“ Permitted Liens ”), (d) such Inventory is of good and merchantable quality,
free from any material defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright
agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the
payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been produced in accordance with
the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder, and (g) the completion of
manufacture, sale or other disposition of such Inventory by the Lender following an Event of Default shall not require the consent of
any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which
such property is subject.

 7

 3.10.
 Intellectual Property .

 (a)
 Exhibit D contains a complete and accurate listing, as of the date hereof, of the following Intellectual Property such Grantor
owns or exclusively licenses: (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet
Domain Names and (iii) Material Intellectual Property and material Software, separately identifying that owned and exclusively licensed
to such Grantor and including for each of the foregoing items (A) the owner, (B) the title, (C) the jurisdiction in which such item has
been registered or otherwise arises or in which an application for registration has been filed, (D) as applicable, the registration or
application number and registration or application date and (E) any IP Licenses or other rights (including franchises) granted by such
Grantor with respect thereto. Such Grantor owns directly or is entitled to use, by license or otherwise, all Intellectual Property necessary
for the conduct of such Grantor’s business as currently conducted. All of the U.S. registrations, applications for registration
or applications for issuance of the Material Intellectual Property are in good standing and are recorded or in the process of being recorded
in the name of such Grantor.

 (b)
On the Effective Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired
and enforceable, and no Material Intellectual Property has been abandoned. No breach or default of any Material License Agreement shall
be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of,
or any rights of such Grantor in, any Material Intellectual Property: (i) the consummation of the transactions contemplated by any Loan
Documents or (ii) any holding, decision, judgment or order rendered by any Governmental Authority. Except as described on Exhibit
D , there are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims,
demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material
Intellectual Property of such Grantor. To such Grantor’s knowledge, except as described on Exhibit D , no Person has been
or is infringing, misappropriating, diluting, violating or otherwise impairing any Material Intellectual Property of such Grantor. Such
Grantor, and to such Grantor’s knowledge each other party thereto, is not in material breach or default of any Material License
Agreement.

 (c)
Such Grantor has used commercially reasonable efforts to take, or to cause to be taken steps so that none of its Material Intellectual
Property, the value of which to such Grantor is contingent upon maintenance of the confidentiality thereof, has been disclosed by such
Grantor to any Person other than employees, contractors, customers, representatives and agents of such Grantor who are parties to customary
confidentiality and nondisclosure agreements with such Grantor. Each employee and contractor of such Grantor involved in development
or creation of any Material Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual
Property to such Grantor, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

 (d)
No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by such Grantor or exist
to which such Grantor is bound that adversely affect its rights to own or use any Intellectual Property except as could not be reasonably
expected to result in a Material Adverse Effect, in each case individually or in the aggregate.

 (e)
This Security Agreement is effective to create a valid and continuing Lien on such Copyrights, IP Licenses, Patents and Trademarks
and, upon filing with the Applicable IP Office of the Confirmatory Grant of Security Interest in Copyrights, the Confirmatory Grant
of Security Interest in Patents and the Confirmatory Grant of Security Interest in Trademarks (each, a “Confirmatory
Grant”), and the filing of appropriate financing statements in the jurisdictions listed in Exhibit H hereto, all action
necessary or desirable to protect and perfect the security interest in, to and on such Grantor’s Patents, Trademarks,
Copyrights, or IP Licenses have been taken and such perfected security interest is enforceable as such as against any and all
creditors of and purchasers from such Grantor. As of the date hereof, such Grantor has no interest in any Copyright that is
necessary in connection with the operation of such Grantor’s business, except for those Copyrights identified in Exhibit
D attached hereto which have been registered with the United States Copyright Office.

 8

 3.11.
 Filing Requirements . As of the date hereof, none of its Equipment is covered by any certificate of title, except for the vehicles
described in Part I of Exhibit E . None of the Collateral owned by it is of a type for which security interests or liens may be
perfected by filing under any federal statute except for (a) the vehicles described in Part II of Exhibit E and (b) Patents, Trademarks
and Copyrights held by such Grantor and described in Exhibit D . The legal description, county and street address of each property
on which any Fixtures with a value in excess of $250,000 per location owned by such Grantor are located as of the date hereof is set
forth in Exhibit F together with the name and address of the record owner of each such property.

 3.12.
 No Financing Statements, Security Agreements . No financing statement or security agreement describing all or any portion of the
Collateral which has not lapsed or been terminated (by a filing authorized by the secured party in respect thereof) naming such Grantor
as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Lender
on behalf of the Secured Parties as the secured party and (b) in respect to other Permitted Liens.

 3.13.
 Pledged Collateral .

 (a)
 Exhibit G sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor with a face value in
excess of $100,000 or with respect to any Subsidiary as of the date hereof. Such Grantor is the direct, sole beneficial owner and sole
holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for (i)
in the case of Pledged Collateral consisting of Equity Interests of a Subsidiary, the security interest granted to the Lender for the
benefit of the Secured Parties hereunder and Permitted Encumbrances and (ii) in all other cases, Permitted Liens. Such Grantor further
represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts
are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect
to any certificates delivered to the Lender representing an Equity Interest, either such certificates are Securities as defined in Article
8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed
the Lender so that the Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged
Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a Securities Account Control Agreement
pursuant to which the Lender has Control, and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor, to the
knowledge of such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the
legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

 (b)
In addition, (i) to such Grantor’s knowledge, none of the Pledged Collateral owned by it has been issued or transferred in violation
of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject,
(ii) as of the date hereof, no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged
Collateral or (B) obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests,
and (iii) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any Governmental Authority
or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for
the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Lender of the voting or
other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security
Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

 (c)
Except
as set forth in Exhibit G , as of the date hereof, such Grantor owns 100% of the issued and outstanding Equity Interests which
constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents
Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.

 9

 ARTICLE
IV

 COVENANTS

 From
the date of this Security Agreement and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each Grantor
party hereto as of the date hereof agrees, and from and after the effective date of any Security Agreement Supplement applicable to any
Grantor (and after giving effect to supplements, if any, to each of the Exhibits hereto with respect to such subsequent Grantor as attached
to such Security Agreement Supplement) and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each
such additional Grantor agrees that:

 4.1.
 General .

 (a)
 Collateral Records . Such Grantor will maintain complete and accurate in all material respects books and records with respect to
the Collateral owned by it consistent with past practice, and furnish to the Lender, such reports relating to such Collateral as the
Lender shall from time to time reasonably request.

 (b)
 Authorization to File Financing Statements; Ratification . Such Grantor hereby authorizes the Lender to file, and if requested
will deliver to the Lender, all financing statements and other documents and take such other actions as may from time to time be reasonably
requested by the Lender in order to maintain a first priority perfected security interest (subject, as to priority, to Permitted Liens)
in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Lender may be filed in
any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (A) as all assets of the Grantor or words
of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the
UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement,
and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of
any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization
identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such
Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral
relates. Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Lender promptly upon request.
Such Grantor also ratifies its authorization for the Lender to have filed in any UCC jurisdiction any initial financing statements or
amendments thereto if filed prior to the date hereof.

 (c)
 Further Assurances . Such Grantor will, if so requested by the Lender, furnish to the Lender, as often as the Lender reasonably
requests (but not more frequently than on a quarterly basis), statements and schedules further identifying and describing the Collateral
owned by it and such other reports and information in connection with its Collateral as the Lender may reasonably request, all in such
reasonable detail as the Lender may specify. Such Grantor also agrees to use commercially reasonable efforts to defend title to the Collateral
against all persons and to defend the security interest of the Lender in its Collateral and the priority thereof against any Lien not
expressly permitted hereunder.

 (d)
 Disposition of Collateral . Such Grantor will not sell, lease or otherwise Dispose of the Collateral owned by it except for Dispositions
specifically permitted pursuant to Section 6.05 of the Credit Agreement.

 10

 (e)
 Liens . Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security
interest created by this Security Agreement, and (ii) other Liens permitted under Section 6.02 of the Credit Agreement.

 (f)
 Other Financing Statements . Such Grantor will not authorize the filing of any financing statement naming it as debtor covering
all or any portion of the Collateral owned by it, except for financing statements (i) naming the Lender on behalf of the Secured Parties
as the secured party, and (ii) in respect of other Liens permitted under Section 6.02 of the Credit Agreement. Such Grantor acknowledges
that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement
without the prior written consent of the Lender, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

 (g)
 Locations . Such Grantor will not (i) maintain any Collateral owned by it with an aggregate value greater than $250,000 per location
at any location other than those locations listed on Exhibit A or as disclosed to Lender with the next Compliance Certificate
required to be delivered under Section 5.1(c) of the Credit Agreement (and if requested by the Lender, such Grantor will use commercially
reasonable efforts to promptly obtain a Collateral Access Agreement for each such location to the extent required by Section 4.13), or
(iii) change its principal place of business or chief executive office from the location identified on Exhibit A , other than as
permitted by the Credit Agreement.

 (h)
 Compliance with Terms . Such Grantor will perform and comply in its ordinary course of business with all material obligations in
respect of the Collateral owned by it and all material agreements to which it is a party or by which it is bound relating to such Collateral.

 4.2.
 Receivables .

 (a)
 Certain Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction
in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, other than,
(x) prior to the occurrence of an Event of Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory
in accordance with its present policies and in the ordinary course of business and (y) discounts and adjustments given in the ordinary
course of business.

 (b)
 Collection of Receivables . Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at
such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it, in each case,
in the ordinary course of business.

 (c)
 Delivery of Invoice s. Such Grantor will deliver to the Lender promptly upon its request after the occurrence and during the continuation
of an Event of Default duplicate invoices with respect to each Account owned by it bearing such language of assignment as the Lender
shall specify.

 (d)
 Electronic Chattel Paper . Upon the request of the Lender, such Grantor shall take all steps necessary to grant the Lender Control
of all electronic chattel paper with a face value in excess of $100,000 in accordance with the UCC and all “transferable records”
as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

 11

 4.3.
 Inventory and Equipment.

 (a)
 Maintenance of Goods . Such Grantor will do all things reasonably necessary to maintain, preserve, protect and keep its Inventory
and the Equipment in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course
of such Grantor’s business and except for ordinary wear and tear in respect of the Equipment.

 (b)
 Equipment . Such Grantor shall not permit any Equipment with a value in excess of $100,000 to become a fixture with respect to
real property or to become an accession with respect to other personal property with respect to which real or personal property the Lender
does not have a Lien.

 (c)
 Titled Vehicles . Such Grantor will give the Lender notice of its acquisition of any vehicle with fair market value in excess of
$100,000 covered by a certificate of title with the next Compliance Certificate required to be delivered under Section 5.1(c) of the
Credit Agreement, and, if reasonably requested by the Lender, deliver to the Lender the original of any vehicle title certificate and
provide and/or file all other documents or instruments necessary to have the Lien of the Lender noted on any such certificate or with
the appropriate state office.

 4.4.
 Delivery of Instruments, Securities, Chattel Paper and Documents . Such Grantor will (a) deliver to the Lender promptly upon execution
of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated) and Instruments constituting Collateral
owned by it (if any then exist), (b) hold in trust for the Lender upon receipt and promptly thereafter deliver to the Lender any Chattel
Paper, Securities and Instruments constituting Collateral, (c) upon the Lender’s request, deliver to the Lender (and thereafter
hold in trust for the Lender upon receipt and promptly deliver to the Lender) any Document evidencing or constituting Collateral and
(d) promptly upon the Lender’s request, deliver to the Lender a duly executed amendment to this Security Agreement, in the form
of Exhibit J hereto (the “ Amendment ”), pursuant to which such Grantor will pledge such additional Collateral;
provided, that no Grantor shall be required to deliver any certificates representing the Equity Interests of any Dormant Subsidiary.
Each Grantor hereby authorizes the Lender to attach each Amendment to this Security Agreement and agrees that all additional Collateral
set forth in such Amendments shall be considered to be part of the Collateral.

 4.5.
 Uncertificated Pledged Collateral . Such Grantor will permit the Lender from time to time to cause the appropriate issuers (and,
if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral
owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated
securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect
the Lien of the Lender granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, upon the request
of the Lender, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral
in excess of $100,000 or which are uncertificated securities issued by a Subsidiary and (b) any securities intermediary which is the
holder of any such Pledged Collateral, to cause the Lender to have and retain Control over such Pledged Collateral. Without limiting
the foregoing, upon the request of the Lender, such Grantor will, with respect to any such Pledged Collateral held with a securities
intermediary (other than to the extent maintained in an Excluded Account), cause such securities intermediary to enter into a Securities
Account Control Agreement giving the Lender Control.

 4.6.
 Pledged Collateral .

 (a)
 Changes in Capital Structure of Issuers. Except as permitted by the Credit Agreement, such Grantor will not (i) permit or suffer
any issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity
Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its
assets (except for Permitted Liens and Dispositions permitted pursuant to Section 4.1(d) ) or merge or consolidate with any other
entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

 (b)
 Issuance of Additional Securities . Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged
Collateral owned by it and issued by any Subsidiary of Grantor to issue additional Equity Interests, any right to receive the same or
any right to receive earnings, except to such Grantor.

 (c)
 Registration of Pledged Collateral . Such Grantor will permit any registerable Pledged Collateral owned by it to be registered
in the name of the Lender or its nominee at any time at the option of the Lender if an Event of Default exists.

 12

 (d)
 Exercise of Rights in Pledged Collateral .

 (i)
Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting
rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement,
the Credit Agreement or any other Loan Document; provided however , that no vote or other right shall be exercised or action
taken which would have the effect of impairing in any material respect the rights of the Lender in respect of such Pledged Collateral.

 (ii)
Such Grantor will permit the Lender or its nominee at any time after the occurrence and during the continuance of an Event of Default,
with notice to Grantor, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without
limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property
constituting Pledged Collateral as if it were the absolute owner thereof.

 (iii)
Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged
Collateral owned by it to the extent not in violation of the Credit Agreement other than (while any Event of Default exists, at
the option of the Lender) any of the following distributions and payments (collectively referred to as the “ Excluded Payments ”):
(A) dividends and interest paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property
received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions
paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed,
in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided however, that until actually
paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement.

 (iv)
All Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or
made, shall (while any Event of Default exists, at the option of the Lender) be delivered to the Lender to hold as Pledged Collateral
and shall, if received by such Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or
funds of such Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary
endorsement).

 (e)
 Interests in Limited Liability Companies and Limited Partnerships . Each Grantor agrees that no ownership interests in a limited
liability company or a limited partnership which are included within the Collateral owned by such Grantor shall at any time constitute
a Security under Article 8 of the UCC of the applicable jurisdiction.

 4.7.
 Intellectual Property .

 (a)
After any change to Exhibit D (or the information required to be disclosed thereon), the applicable Grantor shall provide the
Lender notification thereof in the next Compliance Certificate required to be delivered under Section 5.01(c) of the Credit Agreement
and the respective Confirmatory Grant as described in this Section 4.7 and any other documents that Lender reasonably requests
with respect thereto.

 13

 (b)
Such Grantor shall (and shall use commercially reasonable efforts to cause all of its licensees to) (i) (A) continue to use each Trademark
included in the Material Intellectual Property owned by it in order to maintain such Trademark in full force and effect with respect
to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (B) maintain at least
the same standards of quality of products and services offered under such Trademark included in the Material Intellectual Property as
are currently maintained, (C) use such Trademark included in the Material Intellectual Property with the appropriate notice of registration
and all other notices and legends required by applicable Requirements of Law and (D) not adopt or use any other Trademark that is confusingly
similar or a colorable imitation of such Trademark included in the Material Intellectual Property unless Lender shall obtain a perfected
security interest in such other Trademark pursuant to this Security Agreement and (ii) not intentionally do any act or omit to do any
act whereby (A) such Trademark included in the Material Intellectual Property (or any goodwill associated therewith) may become destroyed,
invalidated, impaired or harmed in any way, (B) any Patent included in the Material Intellectual Property may become forfeited, misused,
unenforceable, abandoned or dedicated to the public, (C) any portion of the Copyrights included in the Material Intellectual Property
may become invalidated, otherwise impaired or fall into the public domain or (D) any Trade Secret that is Material Intellectual Property
may become publicly available or otherwise unprotectable.

 (c)
Such Grantor shall notify the Lender promptly if it knows that any application or registration relating to any Material Intellectual
Property owned by it may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any material and adverse
determination or development regarding the validity or enforceability or such Grantor’s ownership of, interest in, right to use,
register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development
in, any proceeding relating to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that are reasonably requested
by the Lender to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration
and recordation included in the Material Intellectual Property owned by it.

 (d)
Such Grantor shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair in
any material respect the Intellectual Property of any other Person. In the event that any Material Intellectual Property of such Grantor
is or has been infringed, misappropriated, violated, diluted or otherwise impaired in any material respect by a third party, such Grantor
shall promptly after obtaining knowledge thereof take commercially reasonable steps to protect such Material Intellectual Property, including
by pursuing litigation where appropriate, and to recover any and all damages for such infringement, misappropriation or dilution, and,
if an Event of Default exists, shall take such other actions as the Lender shall deem reasonably appropriate under the circumstances
to protect such Material Intellectual Property.

 (e)
Such Grantor shall execute and deliver to the Lender the respective Confirmatory Grant for all Copyrights, Trademarks, Patents and Material
License Agreements of such Grantor, which shall be in form and substance reasonably acceptable to the Lender and suitable for filing
in the Applicable IP Office.

 (f)
Such Grantor shall take all actions reasonably requested by the Lender to maintain and pursue each application, to obtain the relevant
registration and to maintain the registration of all Material Intellectual Property owned by it (now or hereafter existing), including
the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation
proceedings.

 4.8 Commercial
Tort Claims . Such Grantor shall notify the Lender in the next Compliance Certificate required to be delivered under Section
5.1(c) of the Credit Agreement of any commercial tort claim (as defined in the UCC) in excess of $100,000 acquired by it and, unless
the Lender otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit
J hereto, granting to Lender a security interest in such commercial tort claim (subject to Permitted Liens).

 14

 4.9.
 Letter-of-Credit Rights . If such Grantor is or becomes the beneficiary of a letter of credit in excess of $100,000 individually,
or $250,000 in the aggregate for all such letters of credit, it shall notify the Lender in the next Compliance Certificate required to
be delivered under Section 5.1(c) of the Credit Agreement thereof and, if reasonably requested by the Lender, use commercially reasonable
efforts to cause the issuer and/or confirmation bank to (a) consent to the assignment of any Letter-of-Credit Rights to the Lender and
(b) agree to direct all payments thereunder to a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for
application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all in form and substance reasonably
satisfactory to the Lender.

 4.10.
 Federal, State or Municipal Claims . Such Grantor will promptly notify the Lender of any Collateral which constitutes a claim against
the United States government or any state or local government or any instrumentality or agency thereof with a value in excess of $250,000,
the assignment of which claim is restricted by federal, state or municipal law.

 4.11.
 No Interference . Such Grantor agrees that it will not interfere with any right, power and remedy of the Lender provided for in
this Security Agreement or any other Loan Document, now or hereafter existing, or at law or in equity or by statute or otherwise, or
the exercise or beginning of the exercise by the Lender of any one or more of such rights, powers or remedies; provided that the foregoing
shall not limit any Grantor’s right to contest whether a Default or Event of Default has occurred or whether the Lender has the
right to exercise remedies at such time.

 4.12.
 Insurance .

 (a)
All insurance policies required hereunder and under Section 5.10 of the Credit Agreement shall name the Lender (for the benefit of the
Lender and the Secured Parties) as an additional insured or as lender’s loss payee, as applicable, and shall contain lender loss
payable clauses or mortgagee clauses, through endorsements in form and substance reasonably satisfactory to the Lender, which provide
that: (i) all proceeds thereunder with respect to any Collateral shall be payable to the Lender; (ii) no such insurance shall be affected
by any act or neglect of the insured or owner of the property described in such policy; and (iii) such policy and lender loss payable
or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty (30) days prior written notice given to the Lender
or ten (10) days prior written notice for non-payment of premium.

 (b)
All premiums on any such insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Lender upon the
Lender’s request. If such Grantor fails to obtain or maintain any insurance as required by this Section, the Lender may, after
written notice to such Grantor, obtain such insurance at the Borrower’s expense. By purchasing such insurance, the Lender shall
not be deemed to have waived any Default arising from a Grantor’s failure to maintain such insurance or pay any premiums therefor.

 4.13.
 Collateral Access Agreements . If reasonably requested by the Lender, such Grantor shall use commercially reasonable efforts to
obtain a Collateral Access Agreement from the lessor of each leased property, bailee or consignee with respect to any warehouse, processor
or converter facility or other location where Collateral with a value in excess of $250,000 is stored or located, which agreement or
letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, bailee or consignee may
assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Lender.

 4.14. Deposit
Account Control Agreements . Subject to Section 5.15 of the Credit Agreement, unless otherwise agreed by the Lender, such Grantor
will provide to the Lender a Control Agreement duly executed on behalf of each bank, financial institution, securities intermediary
or other Person holding such Grantor’s funds or maintaining a Deposit Account or Securities Account (other than an Excluded
Account) for such Grantor.

 15

 ARTICLE
V

 EVENTS
OF DEFAULT AND REMEDIES

 5.1.
 Events of Default . The occurrence of any “Event of Default” under, and as defined in, the Credit Agreement.

 5.2.
 Remedies .

 (a)
Upon the occurrence and during the continuance of an Event of Default, the Lender may exercise any or all of the following rights and
remedies:

 (i)
those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that ,
this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Lender and the other Secured Parties prior
to an Event of Default;

 (ii)
those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under
any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’
lien) when a debtor is in default under a security agreement;

 (iii)
give notice of sole control or any other instruction under any Deposit Account Control Agreement, Securities Account Control Agreement
or any other control agreement and take any action therein with respect to such Collateral;

 (iv)
without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor
or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process)
to inventory, collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise
dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which
sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere),
for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Lender may deem commercially
reasonable; and

 (v)
concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole
or any part of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates
or instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto, to collect
and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged
Collateral as though the Lender was the outright owner thereof.

 (b)
The Lender, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition
of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

 (c)
The Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale
or sales, to purchase for the benefit of the Lender and the other Secured Parties, the whole or any part of the Collateral so sold,
free of any right of equity redemption, which equity redemption each Grantor hereby expressly releases.

 16

 (d)
Until the Lender is able to effect a sale, lease, or other disposition of Collateral, the Lender shall have the right to hold or use
Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for
any other purpose deemed appropriate by the Lender. The Lender may, if it so elects, seek the appointment of a receiver or keeper to
take possession of Collateral and to enforce any of the Lender’s remedies (for the benefit of the Lender and the other Secured
Parties), with respect to such appointment without prior notice or hearing as to such appointment.

 (e)
Notwithstanding the foregoing, neither the Lender nor any other Secured Party shall be required to (i) make any demand upon, or pursue
or exhaust any of its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect
to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor
or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to
the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

 (f)
Each Grantor recognizes that the Lender may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled
to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private
sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by
virtue of such sale being private. The Lender shall be under no obligation to delay a sale of any of the Pledged Collateral for the period
of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the
Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree
to do so.

 (g)
If, after the Credit Agreement has terminated by its terms and all of the Obligations have been Paid in Full, there remain Swap Agreement
Obligations outstanding, the Lender may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would
allow or require the termination or acceleration of any Swap Agreement Obligations pursuant to the terms of the Swap Agreement.

 5.3.
 Grantor’s Obligations Upon Default . Upon the request of the Lender after the occurrence and during the continuance of an
Event of Default, each Grantor will:

 (a)
assemble and make available to the Lender the Collateral and all books and records relating thereto at any place or places specified
by the Lender, whether at such Grantor’s premises or elsewhere;

 (b)
permit the Lender, by the Lender’s representatives and agents, to enter, occupy and use any premises where all or any part of the
Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral
or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto,
or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy;

 (c)
prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other
applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral
as the Lender may request, all in form and substance reasonably satisfactory to the Lender, and furnish to the Lender, or cause an issuer
of Pledged Collateral to furnish to the Lender, any information regarding the Pledged Collateral in such detail as the Lender may specify;
and

 (d)
take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to
enable the Lender to consummate a public sale or other disposition of the Pledged Collateral.

 17

 5.4.
 Grant of Intellectual Property License . For the purpose of enabling the Lender to exercise the rights and remedies under this
 Article V at such time as the Lender shall be lawfully entitled to exercise such rights and remedies (including in order to take
possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options
to purchase any Collateral), each Grantor hereby (a) grants to the Lender, for the benefit of the Lender and the other Secured Parties,
an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor), including
in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by such Grantor,
and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded
or stored and to all Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Lender may
sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased
the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Lender’s rights
under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that
is covered by any Copyright owned by or licensed to such Grantor and the Lender may (but shall have no obligation to) finish any work
in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

 ARTICLE
VI

 ACCOUNT
VERIFICATION; ATTORNEY IN FACT; PROXY

 6.1.
 Account Verification . The Lender may at any time after the occurrence and during the continuance of an Event of Default after
written notice to the Grantors, in the Lender’s own name, in the name of a nominee of the Lender, or in the name of any Grantor
communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any
such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Lender’s satisfaction,
the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other
Receivables.

 6.2.
 Authorization for Lender to Take Certain Action .

 (a)
Each Grantor irrevocably authorizes the Lender at any time and from time to time in the sole discretion of the Lender and appoints
the Lender as its attorney-in-fact (i) to endorse and collect any cash proceeds of the Collateral, (ii) to file any financing
statement with respect to the Collateral and to file any other financing statement or amendment of a financing statement (which does
not add new collateral or add a debtor) in such offices as the Lender in its sole discretion deems necessary or desirable to perfect
and to maintain the perfection and priority of the Lender’s security interest in the Collateral, (iii) in the case of any
Intellectual Property owned by or licensed to a Grantor, execute, deliver and have recorded any document that the Lender may request
to evidence, effect, publicize or record the Lender’s security interest in such Intellectual Property and the goodwill and
General Intangibles of such Grantor relating thereto or represented thereby, (iv) to contact and enter into one or more agreements
with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged
Collateral as may be necessary or advisable to give the Lender Control over such Pledged Collateral, (v) to discharge past due
taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that are permitted under Section 6.02 of the
Credit Agreement), (vi) after written notice to the Grantors, to contact Account Debtors for any reason, (vii) to demand payment or
enforce payment of the Receivables in the name of the Lender or such Grantor and to endorse any and all checks, drafts, and other
instruments for the payment of money relating to the Receivables, (viii) to sign such Grantor’s name on any invoice or bill of
lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables,
(ix) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other
Collateral, (x) to settle, adjust, compromise, extend or renew the Receivables, (xi) to settle, adjust or compromise any legal
proceedings brought to collect Receivables, (xii) to prepare, file and sign such Grantor’s name on a proof of claim in
bankruptcy or similar document against any Account Debtor of such Grantor, (xiii) to prepare, file and sign such Grantor’s
name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xiv) to
change the address for delivery of mail addressed to such Grantor to such address as the Lender may designate and to receive, open
and dispose of all mail addressed to such Grantor, and (xv) to do all other acts and things necessary to carry out this Security
Agreement; and such Grantor agrees to reimburse the Lender on demand for any payment made or any expense incurred by the Lender in
connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its
obligations under this Security Agreement or under the Credit Agreement.

 18

 (b)
All lawful acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Lender, for the benefit of
the Lender and the other Secured Parties, under this Section 6.2 are solely to protect the Lender’s interests in the Collateral
and shall not impose any duty upon the Lender or any other Secured Party to exercise any such powers. The Lender agrees that, except
for the powers granted in Section 6.2(a)(i)-(v) and Section 6.2(a)(xv), it shall not exercise any power or authority granted to it unless
an Event of Default has occurred and is continuing.

 6.3.
 Proxy . EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE LENDER AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN
SECTION 6.2 ABOVE) OF SUCH GRANTOR WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH
FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE LENDER AS PROXY
AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH
PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS
AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER
OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL
OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.

 6.4.
 Nature of Appointment; Limitation of Duty . THE APPOINTMENT OF THE LENDER AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED
WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 7.14.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE LENDER, ANY LENDER, ANY OTHER SECURED PARTY, ANY OF THEIR RESPECTIVE AFFILIATES,
OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS, AGENTS OR REPRESENTATIVES SHALL HAVE
ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE
TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION TO HAVE PRIMARILY RESULTED FROM SUCH PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING ITS ACTIVITIES
OR FURNISHING ITS SERVICES UNDER THIS SECURITY AGREEMENT; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY,
INDIRECT OR CONSEQUENTIAL DAMAGES.

 19

 ARTICLE
VII

 GENERAL
PROVISIONS

 7.1
 Waivers . To the extent permitted by applicable law, each Grantor hereby waives notice of the time and place of any public sale
or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice
may not be waived under applicable law, any notice made shall be deemed reasonable if sent to Grantors, addressed as set forth in Article
VIII, at least ten days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition
may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Lender
or any other Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the
gross negligence or willful misconduct of the Lender or such Secured Party as found by a final, non-appealable judgment of a court of
competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit
and advantage of, and covenants not to assert against the Lender or any other Secured Party, any valuation, stay, appraisal, extension,
moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but
for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately
under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor
hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection
with this Security Agreement or any Collateral.

 7.2. Limitation
on Lender’s and Other Secured Parties’ Duty with Respect to the Collateral . The Lender shall have no obligation to
clean-up or otherwise prepare the Collateral for sale. The Lender and each other Secured Party shall use reasonable care with
respect to the Collateral in its possession or under its control. Neither the Lender nor any other Secured Party shall have any
other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Lender
or such other Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights
pertaining thereto. To the extent that applicable law imposes duties on the Lender to exercise remedies in a commercially reasonable
manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Lender to (a) fail to incur expenses deemed
significant by the Lender to prepare Collateral for disposition or otherwise to transform raw material or work in process into
finished goods or other finished products for disposition, (b) fail to obtain third party consents for access to Collateral to be
disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the
collection or disposition of Collateral to be collected or disposed of, (c) fail to exercise collection remedies against Account
Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (d) exercise
collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection
agencies and other collection specialists, (e) advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (f) contact other Persons, whether or not in the same
business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) hire one or more
professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h)
dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or
that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) dispose of assets in wholesale rather
than retail markets, (j) disclaim disposition warranties, such as title, possession or quiet enjoyment, (k) purchase insurance or
credit enhancements to insure the Lender against risks of loss, collection or disposition of Collateral or to provide to the Lender
a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Lender, to
obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender in the collection
or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7.2 is to provide non-exhaustive
indications of what actions or omissions by the Lender would be commercially reasonable in the Lender’s exercise of remedies
against the Collateral and that other actions or omissions by the Lender shall not be deemed commercially unreasonable solely on
account of not being indicated in this Section 7.2. Without limitation upon the foregoing, nothing contained in this Section 7.2
shall be construed to grant any rights to any Grantor or to impose any duties on the Lender that would not have been granted or
imposed by this Security Agreement or by applicable law in the absence of this Section 7.2.

 20

 7.3.
 Compromises and Collection of Collateral . The Grantors and the Lender recognize that setoffs, counterclaims, defenses and other
claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible
in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably
may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Lender may at any
time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept
in full payment of any Receivable such amount as the Lender in its sole discretion shall determine or abandon any Receivable, and any
such action by the Lender shall be commercially reasonable so long as the Lender acts in good faith based on information known to it
at the time it takes any such action.

 7.4.
 Secured Party Performance of Debtor Obligations . Without having any obligation to do so, the Lender may perform or pay any obligation
which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors have failed to do after 3 Business Days written
notice from the Lender, and the Grantors shall reimburse the Lender for any amounts paid by the Lender pursuant to this Section 7.4.
The Grantors’ obligation to reimburse the Lender pursuant to the preceding sentence shall be a Secured Obligation payable promptly
after written demand.

 7.5
 Specific Performance of Certain Covenants . Each Grantor acknowledges and agrees that a breach of any of the covenants contained
in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 5.3, 5.4 or 7.7 will cause irreparable injury
to the Lender and the other Secured Parties, that the Lender and the other Secured Parties have no adequate remedy at law in respect
of such breaches and therefore agrees, without limiting the right of the Lender or the other Secured Parties to seek and obtain specific
performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in
the Sections referred to in this Section 7.5 shall be specifically enforceable against the Grantors.

 7.6.
 Reserved .

 7.7.
 No Waiver; Amendments; Cumulative Remedies . No failure or delay by the Lender or any other Secured Party in exercising any right
or power under this Security Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Lender and the other Secured Parties hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Security Agreement
or consent to any departure by the Grantors therefrom shall in any event be effective unless in writing signed by the Lender and then
only to the extent in such writing specifically set forth.

 7.8.
 Limitation by Law; Severability of Provisions . All rights, remedies and powers provided in this Security Agreement may be exercised
only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security
Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered,
in whole or in part. Any provision in this Security Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared
to be severable.

 21

 7.9
 Reinstatement . This Security Agreement shall remain in full force and effect and continue to be effective should any petition
be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the
benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s
assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured
Obligations, or any part thereof (including a payment effected through exercise of a right of setoff), is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable
preference,” “fraudulent conveyance,” or otherwise (including pursuant to any settlement entered into by a Secured
Party in its discretion), all as though such payment or performance had not been made. In the event that any payment, or any part thereof
(including a payment effected through exercise of a right of setoff), is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

 7.10.
 Benefit of Agreement . The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the
Grantors, the Lender and the other Secured Parties and their respective successors and assigns (including all persons who become bound
as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations
under this Security Agreement or any interest herein, without the prior written consent of the Lender. No sales of participations, assignments,
transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall
in any manner impair the Lien granted to the Lender, for the benefit of the Lender and the other Secured Parties, hereunder.

 7.11.
 Survival of Representations . All representations and warranties of the Grantors contained in this Security Agreement shall survive
the execution and delivery of this Security Agreement.

 7.12.
 Expenses . The Grantors shall reimburse the Lender for any and all reasonable and documented out-of-pocket expenses in accordance
with Section 8.03 of the Credit Agreement.

 7.13.
 Headings . The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern
the interpretation of any of the terms and provisions of this Security Agreement.

 7.14.
 Termination . This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no
Secured Obligations outstanding) until (a) the Credit Agreement has terminated pursuant to its express terms and (b) all of the Secured
Obligations have been Paid in Full and thereupon, the Lender shall deliver to such Grantor any Collateral of such Grantor held by the
Lender hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence termination
of Lender’s Liens granted hereunder.

 7.15.
 Entire Agreement . This Security Agreement and the other Loan Documents embody the entire agreement and understanding between the
Grantors and the Lender relating to the Collateral and supersedes all prior agreements and understandings among the Grantors and the
Lender relating to the Collateral.

 7.16.
 CHOICE OF LAW . THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK.

 7.17. CONSENT
TO JURISDICTION . EACH GRANTOR HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY
U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GRANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE LENDER OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BY ANY GRANTOR AGAINST THE LENDER OR ANY LENDER OR ANY AFFILIATE OF THE LENDER OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

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 7.18.
 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.

 7.19.
 Reserved .

 7.20.
 Counterparts . This Security Agreement may be executed in any number of counterparts, each of which shall be an original, and all
of which when taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing
any such counterpart. Subject to the terms of the Credit Agreement, delivery of an executed counterpart of a signature page of this Security
Agreement that is an Electronic Signature (as defined in the Credit Agreement) transmitted by facsimile, emailed pdf. or any other electronic
means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart
of this Security Agreement.

 ARTICLE
VIII

 NOTICES

 8.1.
 Sending Notices . Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section
8.01 of the Credit Agreement, provided that notices to each Grantor shall be sent to such Grantor at its mailing address set forth in
Exhibit A hereto.

 8.2.
 Change in Address for Notices . Each of the Grantors and the Lender may change the address for service of notice upon it by a notice
in writing to the other parties.

 [Signature
Page Follows]

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 IN
WITNESS WHEREOF, the Grantors and the Lender have executed this Security Agreement as of the date first above written.

 GRANTORS:

 FREQUENCY ELECTRONICS, INC.,

 a Delaware corporation

 By:
 /s/ Steven Bernstein

 Name:
 Steven Bernstein

 Title:
 Chief Financial Officer, Treasurer and Secretary

 FEI-ZYFER, INC.,

 a Delaware corporation

 By:
 /s/ Steven Bernstein

 Name:
 Steven Bernstein

 Title:
 Treasurer and Secretary

 JPMORGAN CHASE BANK, N.A.,

 as Lender

 By:
 /s/ William Pearce

 Name:
 William Pearce

 Title:
 Authorized Officer

 SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT

 24