Secured Document Agreement

SECURED DOCUMENT AGREEMENT

Effective Date:

Parties

Individual Corporation LLC Trust Other:

Recitals

WHEREAS, Depositor desires to deliver to Custodian certain original documents, instruments, and records described below for the purpose of securing payment, performance or other obligations of Depositor under one or more agreements identified in Section 2; and

WHEREAS, Custodian is willing to accept custody of such documents and to retain a possessory secured interest in such documents on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement constitute an agreement creating a security interest and establishing a custodial lien in favor of Custodian to secure the obligations set forth below.

1. Scope of Documents

Depositor hereby delivers to Custodian, and Custodian accepts, possession of the documents and items described below (collectively, "Secured Documents"). Custodian shall hold the Secured Documents solely as pledged collateral and in accordance with the terms of this Agreement.

2. Security Interest and Custody

(a) Security Interest. Depositor grants to Custodian a continuing security interest and possessory lien in and to the Secured Documents to secure all present and future obligations of Depositor to Custodian, including fees, costs, and liabilities arising under this Agreement (the "Obligations"). The parties intend this instrument to create a perfected security interest to the fullest extent permitted by applicable law.

(b) Custodian Rights. Custodian shall retain physical or electronic possession of the Secured Documents until the Obligations are paid and performed in full and all conditions for release set forth in Section 4 have been satisfied. Custodian shall have the right to retain, enforce, or realize upon the Secured Documents in accordance with this Agreement upon default.

(c) Filing/Perfection. Depositor shall, at its expense, execute such financing statements, assignments, endorsements, or other instruments reasonably requested by Custodian to perfect or maintain the security interest or to enable Custodian to exercise its rights under this Agreement.

3. Payment Terms

Depositor shall pay Custodian fees and charges as consideration for custody and services under this Agreement as set forth below. Fees described in this Section are secured obligations.

If Depositor fails to timely pay fees or other amounts due, Custodian may provide the notice required under Section 4 and thereafter enforce its lien, including by sale, transfer or other disposition of the Secured Documents in a commercially reasonable manner. Custodian may deduct its fees and expenses from any proceeds.

4. Term and Termination

Term. This Agreement commences on the Effective Date and continues until all Obligations are satisfied and the Secured Documents are returned or otherwise disposed of in accordance with this Agreement, unless earlier terminated in accordance with this Section.

Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within the notice period specified above. Termination does not extinguish Custodian's right to retain or enforce the security interest in the Secured Documents to satisfy outstanding Obligations.

5. Release and Return of Documents

Custodian shall not release Secured Documents except (a) upon written instruction signed by Custodian and Depositor when Obligations are fully satisfied, (b) pursuant to a written agreement signed by both parties, or (c) pursuant to a final court order. Custodian may require payment of all fees, costs and expenses prior to release.

6. Confidentiality

Each party shall treat the existence, nature and contents of the Secured Documents and any nonpublic information exchanged under this Agreement as confidential and shall not disclose such information except (a) to its affiliates, employees, counsel or professional advisors on a need-to-know basis, (b) as required by law, or (c) with the prior written consent of the other party. The receiving party shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

7. Representations, Warranties and Covenants

Depositor represents and warrants that it is the lawful owner of the Secured Documents, that the Secured Documents are genuine and not subject to adverse claims, and that Depositor has full power and authority to grant the security interest created by this Agreement. Depositor shall not create or permit any other security interest in the Secured Documents without Custodian's prior written consent.

8. Indemnity

Depositor shall indemnify, defend and hold harmless Custodian and its agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Depositor's breach of this Agreement, the inaccuracy of any representation or warranty, or any claim by a third party relating to the Secured Documents, except to the extent caused by Custodian's gross negligence or willful misconduct.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any dispute arising hereunder shall lie in the state and federal courts located in the county specified by the governing law state, unless the parties mutually agree otherwise in writing.

10. Entire Agreement; Amendment

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

11. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the party's address set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given on receipt when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested.

12. Miscellaneous Provisions

(a) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. (b) Assignment. Depositor may not assign its rights or delegate its duties under this Agreement without Custodian's prior written consent. (c) Waiver. No failure or delay by a party to exercise any right shall operate as a waiver of that right.

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