Security Receipt Agreement

SECURITY RECEIPT AGREEMENT

Parties and Effective Date

This Security Receipt Agreement (the Agreement) is made and entered into as of (Effective Date), by and between:

Recitals

A. Pledgor is the legal and beneficial owner of certain securities, financial instruments, and related property described in Schedule A attached hereto (Collectively, the Secured Collateral).

B. Secured Party has agreed to accept and hold physical or electronic custody of the Secured Collateral and to issue this Security Receipt to evidence Secured Party’s possession and the security interest granted herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions

"Security Receipt" means this Agreement together with any endorsements and attachments evidencing Secured Party’s custody of the Secured Collateral described in Schedule A.

"Secured Obligations" means all obligations of Pledgor to Secured Party arising under or in connection with the underlying financing, including principal, interest, fees, expenses and other charges specified in the applicable financing documents.

Schedule A — Description of Secured Collateral

Provide detailed description of each security delivered to Secured Party. Attach additional sheets if necessary.

Grant of Security Interest; Receipt

Pledgor hereby pledges, assigns, and grants to Secured Party a continuing first priority security interest in and lien upon the Secured Collateral described in Schedule A to secure the payment and performance of the Secured Obligations. Secured Party acknowledges receipt of the Secured Collateral and agrees to hold the Secured Collateral as custodian and bailee for the benefit of Secured Party in accordance with the terms of this Agreement.

Custody; Possession; Transfer

While held by Secured Party, possession of the Secured Collateral shall be maintained in Secured Party’s custody. Pledgor shall not remove, transfer, hypothecate, encumber, or otherwise dispose of any interest in the Secured Collateral except in accordance with a written release executed by Secured Party or as otherwise expressly permitted herein.

Representations and Warranties of Pledgor

Pledgor represents and warrants that (a) Pledgor is the sole legal and beneficial owner of the Secured Collateral, free and clear of any liens or encumbrances other than those created by this Agreement, (b) Pledgor has full power and authority to enter into and perform this Agreement, and (c) all information provided in Schedule A is true, complete and accurate as of the Effective Date.

Covenants; Maintenance of Collateral

Pledgor covenants to preserve the Secured Collateral, to notify Secured Party promptly of any material change in the condition or value of the Secured Collateral, and to deliver any additional instruments or documents reasonably requested by Secured Party to perfect, preserve or protect Secured Party’s security interest.

Events of Default

The occurrence of any of the following constitutes an Event of Default: (i) Pledgor’s failure to perform any obligation under the Secured Obligations or this Agreement; (ii) any representation or warranty of Pledgor proving to be untrue in a material respect; (iii) insolvency, bankruptcy, or appointment of a receiver for Pledgor; or (iv) any other event defined as a default under the underlying financing documents.

Remedies

Upon an Event of Default, Secured Party may, without notice (except as required by applicable law), exercise all rights and remedies available to a secured party under applicable law, including sale, collection, or set-off against the Secured Collateral and application of proceeds to the Secured Obligations. Secured Party may transfer or liquidate any Secured Collateral in such manner, at public or private sale, as Secured Party deems commercially reasonable.

Fees; Expenses; Taxes

Pledgor shall pay all taxes, fees, custody charges, transfer fees, brokerage commissions and other expenses incurred in connection with the custody, transfer, maintenance or disposition of the Secured Collateral. Secured Party is authorized to charge or debit Pledgor’s account for such amounts and to add such amounts to the Secured Obligations as permitted by law.

Indemnification

Pledgor shall indemnify, defend and hold harmless Secured Party and its agents, affiliates and successors from and against any and all liabilities, claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of or related to Pledgor’s breach of this Agreement, the Secured Collateral, or Pledgor’s failure to pay taxes or other charges with respect to the Secured Collateral.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice):

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in the county indicated below for disputes arising out of or relating to this Agreement.

Amendment; Severability; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Additional Terms

Acknowledgement of Receipt

Secured Party acknowledges receipt of the Secured Collateral described in Schedule A and issues this Security Receipt as evidence of custody and of the security interest granted by Pledgor herein. This receipt is not a negotiable instrument and does not, by itself, transfer title to the Secured Collateral except as provided in this Agreement.

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