Exhibit 10.1

Execution Version

CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT

This CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “ Amendment ”) is made as of this 12th day of February, 2019, by and among iPass Inc., a Delaware corporation (“ Parent ”), iPass IP LLC, a Delaware limited liability company (“ iPass SPV ” and, together with Parent, each a “ Borrower ” and collectively, the “ Borrowers ”), Fortress Credit Corp., a Delaware corporation (“ Fortress ”), FIP UST LP, a Delaware limited partnership (“ FIP ”), and DBD Credit Funding LLC, a Delaware limited liability company (“ DBD ”, and together with Fortress, FIP and any of their respective affiliates that are lenders under the Credit Agreement (as defined below), individually or collectively, as the context may require, “ Lender ”).

RECITALS

A.       The Borrowers and Lender have entered into that certain Credit Agreement, dated as of June 14, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which Lender has agreed to make certain advances of money and to extend certain financial accommodations to the Borrowers in the amounts and manner set forth in the Credit Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

B.       The Borrowers have informed Lender that Parent has entered into that certain Agreement and Plan of Merger, dated as of November 12, 2018, by and among Pareteum Corporation (“ Pareteum ”), TBR, Inc. (“ Merger Sub ”) and Parent, pursuant to which Pareteum will acquire all of the equity interests of Parent and, following such acquisition, Merger Sub will merge with and into Parent pursuant to Section 251(h) of the Delaware General Corporate Law (such agreement, the “ Merger Agreement ” and such transaction, the “ CoC Transaction ”).

C.       The consummation of the CoC Transaction constitutes a Change of Control that, absent this Amendment, is an Event of Default under Section 9.11 of the Credit Agreement (the “ CoC Default ”).

D.       Borrowers have requested, and Lender has agreed, (a) to consent to the CoC Transaction and waive the CoC Default and (b) to amend certain provisions of the Credit Agreement, in each case, in accordance with the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and the Borrowers hereby agree as follows:

1.             Consent . Subject to the satisfaction of the conditions set forth in Section 4 below, and in reliance on the representations and warranties contained in Section 3 below, as of the Amendment No. 1 Effective Date, Lender hereby consents to the CoC Transaction and waives the CoC Default solely to the extent the CoC Transaction is consummated on or prior to February 27, 2019. This limited consent and waiver set forth in this Section 1 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not, except as expressly provided herein, be deemed to (a) be a consent or waiver to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document; (b) prejudice any right that Lender has or may have in the future under or in connection with the Credit Agreement or any other Loan Document; (c) constitute a consent to, or waiver of, any past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Loan Documents except as explicitly set forth herein; (d) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit; or (e) establish a custom or course of dealing among any of the Loan Parties, on the one hand, or any Lender, on the other hand. For the avoidance of doubt, except as otherwise agreed in writing by the Lender, the consent and waiver set forth in this Section 1 shall be of no further force or effect, and shall be rescinded, on and at all times after February 28, 2019 in the event that the COC Transaction has not be consummated by February 27, 2019.

2.             Amendment to Credit Agreement . Subject to the terms and conditions of this Amendment, including, without limitation, the conditions to effectiveness set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order therein:

“ Amendment No. 1 ” means that certain Consent and Amendment No. 1 to Credit Agreement, dated as of February 12, 2019, by and among Parent, iPass SPV and Lender.

“ Amendment No. 1 Effective Date ” means February 12, 2019 (subject to satisfaction of the conditions to effectiveness set forth in Section 4 of Amendment No. 1).”

“ CoC Transaction ” is defined in the definition of “Merger Agreement”.

“ Existing Warrants ” means (i) that certain Common Stock Purchase Warrant, dated as of June 14, 2018, granted by Parent to FIP UB Investments LP or its assigns and (ii) that certain Common Stock Purchase Warrant, dated as of June 14, 2018, granted by Parent to Drawbridge Special Opportunities Fund LP or its assigns.

“ Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of November 12, 2018, by and among Pareteum, TBR, Inc. and Parent pursuant to which Pareteum will acquire Parent and, following such acquisition, TBR, Inc. will merge with and into Parent (such transaction, the “ CoC Transaction ”).

“ New Warrant ” means the Warrant to be granted in connection with the CoC Transaction, pursuant to which Lender or its Affiliates, as applicable, shall be entitled to purchase up to 325,000 shares of Pareteum at $2.78 per share in accordance with the Merger Agreement.

“ Pareteum ” means Pareteum Corporation, a Delaware corporation.

“ Warrants ” means, collectively, the Existing Warrants and the New Warrant.

(b)        Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Warrant” in its entirety.

(c)        Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Loan Documents” in its entirety and replacing it with the following:

“ Loan Documents ” means this Agreement, the Disclosure Letter, the Board Observation Rights Letter, the Notes, the Warrants, the Perfection Certificate, each Guaranty (as amended or supplemented by any joinders of any Guarantors or any other Person), the Security Documents (as amended or supplemented by any joinders of any Loan Parties or any other Person), the Patent Assignment Agreement, the Patent License Agreement, Amendment No. 1, and any other present or future agreement by a Loan Party for the benefit of Lender in connection with this Agreement, all as amended, restated, or otherwise modified.

(d)        Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Loan Parties” in its entirety and replacing it with the following:

“ Loan Parties ” means, collectively, (a) Parent, (b) iPass SPV and (c) each Guarantor (other than Pareteum).

(e)        Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and replacing it with the following:

“ Maturity Date ” means February 27, 2019.

(f)        All references to “Warrant” in the Credit Agreement and the Loan Documents (other than the Existing Warrants) shall be deemed to be a reference to “Warrants”.

3.             Representations and Warranties; Reaffirmation of Security Interest . Each Borrower, as of the date hereof and the Amendment No. 1 Effective Date, hereby:

(a)        represents and warrants that the representations and warranties of each Loan Party contained in each Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to those representations and warranties qualified or modified by materiality in the text thereof) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(b)        agrees that nothing herein is intended to impair or limit the validity, priority or extent of Lender’s security interests in and Liens on the Collateral. Each Loan Party acknowledges and agrees that the Credit Agreement, the other Loan Documents and this Amendment constitute the legal, valid and binding obligation of such Loan Party, and are enforceable against such Loan Party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

4.             Conditions to Effectiveness . This Amendment shall become effective as of February 12, 2019 only if on or prior to such date each of the following conditions has been satisfied, as determined by Lender in its reasonable discretion (the “ Amendment No. 1 Effective Date ”):

(a)           Documentation . Lender shall have received, in form and substance satisfactory to it and its counsel, each of the following duly executed and delivered:

(i)        duly-executed joinder documents from Pareteum to the Guaranty and the Security Documents;

(ii)        from Pareteum, a certificate of its secretary or assistant secretary dated as of the date hereof, certifying as to: (A) the resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it, a copy of which is attached thereto; (B) its Organizational Documents, a copies of each is attached thereto and (C) the incumbency and signatures of those of its officers authorized to act with respect to the Loan Documents to be executed by it;

(iii)        with respect to Pareteum, from the Secretary of State (or other appropriate governmental official) of its jurisdiction of incorporation, a good standing certificate and certified copy of its certificate of incorporation; and

(iv)        such other documents and information as Lender may reasonably require.

(b)           Representations and Warranties . The representations and warranties of each Loan Party contained in each Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to those representations and warranties qualified or modified by materiality in the text thereof) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. Lender shall not have become aware of any new or inconsistent information or other matter which was not previously disclosed to Lender.

(c)           Absence of Default . No Default or Event of Default exists or would result from this Amendment and no event or circumstance exists that can reasonably be expected to have a Material Adverse Effect.

(d)           No Material Adverse Effect . Both immediately before and after giving effect to this Amendment, no Material Adverse Effect shall have occurred or be continuing.

(e)           Receipt of Fees . Lender shall have received all fees and expenses due and payable on or prior to the Amendment No. 1 Effective Date, including, without limitation, (i) a consent fee for the account of each Lender in the aggregate amount of $150,000 and (ii) the Lender Expenses.

(f)        New Warrants . The Existing Warrants shall have been exchanged for the New Warrant.

5.             Additional Fee . In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party and Pareteum hereby agrees that, to the extent the Obligations have not been indefeasibly repaid in full in cash on or prior to February 28, 2019, the Loan Parties and Pareteum jointly and severally agree to pay a fully earned, non-refundable fee for the account of each Lender in the aggregate amount of $200,000 on March 1, 2019. Once paid, the fees payable hereunder will be deemed fully earned and shall not be refundable under any circumstances. All such fees will be paid in U.S. dollars in immediately available funds and shall not be subject to reduction by way of setoff or counterclaim. All or any portion of the fees received by the Lenders hereunder may, in such Lender’s sole discretion, be allocated to any affiliate or managed fund of such Lender or any other Lender or be shared among such Lender and its affiliates or managed funds.

6.             Release . In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of its respective current and former directors, officers, shareholders, agents, and employees, and each of its respective predecessors, successors, heirs, and assigns (individually and collectively, the “ Releasing Parties ”) does hereby fully and completely release, acquit and forever discharge Lender and each of its respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the “ Released Parties ”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among any Loan Party, on the one hand, and any or all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, based in whole or in part on facts, whether or not now known, existing before the Amendment No. 1 Effective Date. Each Loan Party acknowledges that the foregoing release is a material inducement to each Lender’s decision to enter into this Amendment and agree to the modifications contemplated hereunder, and has been relied upon by Lender in connection therewith.

7.             No Waiver or Novation . The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Lender, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Agreement or the other Loan Documents or any of Lender’s rights and remedies in respect of such Defaults or Events of Default. This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.

8.             Affirmation . Except as specifically amended pursuant to the terms hereof, each Loan Party hereby acknowledges and agrees that the Credit Agreement and all other Loan Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects by such Loan Party. Each Loan Party covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement and the Loan Documents, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.

9.             Miscellaneous .

(a)        Reference to the Effect on the Credit Agreement . Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Amendment. Except as specifically amended above, the Credit Agreement, and all other Loan Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by each Borrower.

(b)        Incorporation of Credit Agreement Provisions . The provisions contained in Section 12.01 (Governing Law; Submission to Jurisdiction); Section 12.02 (Jury Trial Waiver); Section 12.03 (Additional Waivers in the Event of Enforcement), Section 13.01 (Successors and Assigns) and Section 13.02 (Costs and Expenses; Indemnification) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, mutatis mutandis , and the parties hereto agree to such terms.

(c)        Headings . Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(d)        Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original and all taken together, constitute one Agreement.

(e)       Entire Agreement . This Amendment represent the entire agreement about this subject matter and supersede prior negotiations or agreements.

(f)         Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

IN WITNESS WHEREOF, intending to be legally bound, the undersigned have executed this Amendment as of the day and year first hereinabove set forth.

[ Signature Page to Consent and Amendment No. 1 ]

[ Signature Page to Consent and Amendment No. 1 ]

[ Signature Page to Consent and Amendment No. 1 ]

Exhibit 10.2

Execution Version

ADDITIONAL GRANTOR JOINDER

Security Agreement dated as of June 14, 2018 made by
IPASS, INC.
and the other party thereto from time to time, as Grantors
to and in favor of
FORTRESS CREDIT CORP., FIP UST LP and DBD CREDIT FUNDING LLC as Lenders

(the “Security Agreement”)

Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement.

The undersigned hereby agrees that upon delivery of this Additional Grantor Joinder to the Lender referred to above or its successor, the undersigned shall (a) be an Additional Grantor under the Security Agreement, (b) have all the rights and obligations of the Grantors under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth in Section 3 therein as of the date of execution and delivery of this Additional Grantor Joinder and at any future dates that such representations must be restated pursuant to the terms of the Loan Documents. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED HEREBY PLEDGES, HYPOTHECATES, DELIVERS AND COLLATERALLY ASSIGNS TO EACH OF THE LENDERS, AND CREATES IN FAVOR OF EACH OF THE LENDERS, A SECURITY INTEREST IN ALL OF THE FOLLOWING PROPERTY IN WHICH THE UNDERSIGNED NOW OR HEREAFTER HAS OR WILL HAVE ANY RIGHT, TITLE OR INTEREST OR HAS THE POWER TO TRANSFER ANY RIGHTS, IN ALL ITS FORMS, IN EACH CASE WHETHER NOW OR HEREAFTER EXISTING, OR HEREAFTER ACQUIRED, CREATED OR ARISING, AND WHEREVER LOCATED (COLLECTIVELY, BUT WITHOUT DUPLICATION, THE “ COLLATERAL ”):

(a)        all Equipment;

(b)        all Inventory and other Goods;

(c)        all Accounts;

(d)        all General Intangibles, including, without limitation, the U.S. issued patents and patent applications listed on Schedule 5 attached hereto and the U.S. trademark registrations and trademark applications listed on Schedule 6 attached hereto filed or registered in the United States Patent and Trademark Office, the U.S. registered copyrights listed on Schedule 7 attached hereto registered in the United States Copyright Office, the material domain names listed on Schedule 8 attached hereto, and the Foreign Intellectual Property listed on Schedule 9 attached hereto;

(e)        all Fixtures;

(f)        all Documents, Letter-of-Credit Rights, and Chattel Paper;

(g)        all Deposit Accounts;

(h)        all Instruments and Investment Property;

(i)        all Commercial Tort Claims;

(j)        all Supporting Obligations;

(k)        all Money;

(l)        all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and

(m)        to the extent not otherwise included, all other property of such Grantor and all all Proceeds, products, accessions, rents and profits of any and all of the foregoing.

Notwithstanding the foregoing, the Collateral shall not include Excluded Property.

Attached hereto are supplemental Schedules to the Security Agreement, as applicable.

Each Additional Grantor that is not a party to the Credit Agreement hereby acknowledges receipt from the Grantors of a correct and complete copy of the Credit Agreement and consents to all of the provisions of the Credit Agreement as in effect on the date hereof and agrees that its consent is not required for any amendments, modifications, restatements or waivers of it or any of the provisions thereof.

This Additional Grantor Joinder shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of law, except Section 5-1401 of the New York General Obligations Law.

An executed copy of this Joinder shall be delivered to Lender, and Lender may rely on the matters set forth herein on or after the date hereof. This Joinder shall not be modified or amended except in writing signed by Lender and the undersigned or terminated without the prior written consent of Lender.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in the name and on behalf of the undersigned.

Dated: February 12, 2019

[ Signature Page to Joinder to Security Agreement ]

Schedule 2

LOCATIONS OF GRANTORS

Schedule 3

NAMES USED BY GRANTORS

Schedule 3(g)

ASSIGNMENT OF CLAIMS ACT

None

Schedule 4

FILING OFFICES

Exhibit 10.3

Execution Version

JOINDER

The undersigned acknowledges that it is a Guarantor under the Guaranty and Suretyship Agreement, dated June 14, 2018 made by iPass Inc., a Delaware corporation (“ Parent ” and together with each other Person that becomes a Borrower under the Credit Agreement (as defined therein), including, for the avoidance of doubt, iPass IP LLC, a Delaware limited liability company (“ iPass SPV ”) upon the consummation of the SPV Joinder, each a “ Borrower ” and collectively, the “ Borrowers ” and, together with their successors and permitted assigns and any other person or entity that becomes a Guarantor hereunder pursuant to Section 5 thereof, jointly and severally, the “ Guarantors ” and, individually, a “ Guarantor ”), in favor of Fortress Credit Corp., FIP UST LP and DBD Credit Funding LLC (collectively, “ Lender ”), and hereby agrees to be bound by the foregoing Guaranty and Suretyship Agreement and to perform the covenants applicable to Guarantors contained or incorporated therein, and hereby confirms the accuracy in all material respects (without duplication of any materiality qualifier contained therein) of the representations and warranties made or incorporated therein insofar as such representation and warranties purportedly relate to the undersigned.

This Joinder shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of law, except Section 5-1401 of the New York General Obligations Law.

Exhibit 10.4

Execution Version

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “ Agreement ”), dated as of February 12, 2019, by Pareteum Corporation, a Delaware corporation (“ Pledgor ”), in favor of Fortress Credit Corp., FIP UST LP and DBD Credit Funding LLC (collectively, “ Lender ”), is as follows:

RECITALS

WHEREAS , iPass Inc., a Delaware corporation (“ Parent ”), iPass IP LLC, a Delaware limited liability company (“ iPass SPV ” and, together with Parent, each a “ Borrower ” and collectively, the “ Borrowers ”) and Lender have entered into that certain Consent and Amendment No. 1 to Credit Agreement, dated as of the date hereof (the “ Amendment ”), which amends that certain Credit Agreement, dated as of June 14, 2018 (the “ Credit Agreement ”), by and among the Borrowers and Lender, pursuant to which Lender agreed to extend credit to the Borrowers on the terms and conditions described therein;

WHEREAS , Pledgor is the owner of certain Equity Interests, including, without limitation, such Equity Interests of each of the entities as set forth on Schedule I attached hereto (collectively, the “ Issuers ”);

WHEREAS , pursuant to the Amendment, Lender has consented to the CoC Transaction (as defined in the Amendment) on the terms and conditions described therein; and

WHEREAS , one of the conditions to the obligations of Lender under the Credit Agreement is that the Obligations shall be secured by, among other things, a security interest in favor of Lender in the Collateral (as defined below). In order to induce Lender to enter into the Amendment, the Pledgor is willing to grant to Lender a security interest in the Collateral and has joined that certain Security Agreement, dated as June 14, 2018, among the Borrowers and Lender (the “ Security Agreement ”) as an Additional Grantor (as defined therein).

NOW , THEREFORE , in consideration of the mutual covenants and agreements herein contained and to secure the Obligations, it is hereby agreed as follows:

1.        Definitions .

“ Affiliate ” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person.

“ Agreement ” is defined in the Preamble.

“ Article 8 Matter ” means any action, decision, determination or election by the Issuers or its member(s), shareholders or partners, as applicable, that its membership interests, partnership interests, stock or other equity interests, as applicable, be, or cease to be, a “security” as defined in and governed by Article 8 of the UCC, and all other matters related to any such action, decision, determination or election.

“ Borrower ” is defined in the Recitals.

“ Certificates ” is defined in Section 2 .

“ Collateral ” is defined in Section 2 .

“ Credit Agreement ” is defined in the Recitals.

“ Distributions ” means all distributions (whether in cash or in kind) and all interest in respect of, and all proceeds of, any instrument or interest constituting part of the Collateral, of whatever kind or description, real or personal, whether in the ordinary course or in partial or total liquidation or dissolution, or any recapitalization, reclassification of capital, or reorganization or reduction of capital, or otherwise.

“ Equity Interests ” means all of the limited partnership interests, stock, units, membership interests or other equity interests of, and all other right, title and interest now owned or hereafter acquired, by Pledgor in and to the Issuers.

“ Event of Default ” is defined in Section 7 .

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

“ Indebtedness ” has the meaning set forth in the Credit Agreement.

“ Issuers ” is defined in the Recitals.

“ Lender ” is defined in the Preamble.

“ Lien ” has the meaning set forth in the Credit Agreement.

“ Loan ” means the “Term Loan” as defined in the Credit Agreement.

“ Loan Documents ” has the meaning set forth in the Credit Agreement.

“ No Action Letters ” means various No Action Letters issued by the SEC staff as described in Section 14 .

“ Obligations ” has the meaning set forth in the Credit Agreement.

“ Person ” has the meaning set forth in the Credit Agreement.

“ Pledgor ” is defined in the Preamble.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities ” has the meaning set forth in Article 8 of the UCC.

“ Securities Act ” means the Securities Act of 1933, as it may be amended from time to time.

“ Securities Laws ” means the Securities Act and applicable state securities laws.

“ Security Agreement ” is defined in the Recitals.

“ UCC ” means the Uniform Commercial Code in effect on the date hereof and as amended from time to time, and as enacted in the State of New York or in any state or states which, pursuant to the Uniform Commercial Code as enacted in the State of New York, has jurisdiction with respect to all, or any portion of, the Collateral, from time to time. It is the intent of the parties that the definitions set forth above should be construed in their broadest sense so that Collateral will be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the Uniform Commercial Code that broaden the definitions, they are incorporated herein, and if existing definitions in the Uniform Commercial Code are broader than the amended definitions, the existing definitions shall be controlling, in accordance with applicable Law.

“ Voting Rights ” means all of Pledgor’s rights to vote and give approvals, consents, decisions and directions and exercise any other similar right with respect to the Collateral.

Capitalized terms not otherwise defined herein have the meanings set forth in the Credit Agreement.

2.             Collateral .

(a)       As security for the Obligations, including the performance and observance of all of Pledgor’s obligations now or hereafter existing under this Agreement, Pledgor hereby pledges, hypothecates, mortgages, collaterally assigns, transfers and grants to Lender a continuing security interest in and Lien in, under and to all of Pledgor’s right, title and interest in and to (i) the Equity Interests, including Pledgor’s share of the profits, losses and capital of the Issuers, and all Voting Rights, claims, powers, privileges, benefits, options or rights of any nature whatsoever that currently exist or may be issued or granted by the Issuers to Pledgor, and all instruments, whether heretofore or hereafter acquired, evidencing such rights and interests; (ii) all Distributions; (iii) all General Intangibles and Securities relating to the foregoing; (iv) the proceeds (including claims against third parties), products and accessions of the foregoing; (v) all replacements and substitutions of the foregoing; (vi) all books and records (including computerized records, software and disks) relating to any of the foregoing; (vii) all other rights appurtenant to the property described in foregoing clauses (i) through (vi); and (viii) any partnership certificates, stock certificates, share certificates, limited liability company certificates or other certificates or instruments evidencing the foregoing (“ Certificates ”). The foregoing and all products, replacements, additions, improvements, and proceeds of all or any part of the foregoing, are hereinafter collectively referred to as the “ Collateral .”

(b)       Pledgor will execute, endorse and deliver all documents that Lender may reasonably require to perfect Lender’s security interest granted under this Agreement, including an assignment separate from certificate representing the Certificates and naming Lender as assignee, in substantially the form attached as Exhibit B .

(c)       No filing or other action is or will be necessary to perfect such security interest of Lender in the Equity Interests that are represented by a Certificate, except for delivery to Lender of the Certificates evidencing the Equity Interests endorsed or accompanied by appropriate powers duly endorsed in blank. The security interest of Lender in any of the Collateral that is not represented by a Certificate, if any, shall be perfected by the filing of a financing statement or statements as hereinafter provided.

3.            Without limiting the generality of the foregoing, this Agreement secures the payment of all the Obligations. The security interest and Lien created hereby shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made). Promptly following payment in full of the Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made), the documents, including any pledged Certificates held by Lender, shall be returned to Pledgor, the security interest and Lien created hereby shall cease and terminate and this Agreement shall be deemed terminated without further liability on the part of any party to the other.

4.            Pledgor hereby collaterally assigns the Voting Rights to Lender, subject to the terms and provisions of this Agreement, the Credit Agreement and the other Loan Documents.

(a)       Except following the occurrence and during the continuation of an Event of Default, Pledgor may, in its sole discretion, exercise the Voting Rights, provided that Pledgor shall not exercise the Voting Rights in a manner which would be inconsistent with or result in a violation of any provision of this Agreement or any other Loan Document. Following the occurrence and during the continuation of an Event of Default, all rights of Pledgor to exercise the Voting Rights shall cease and Lender shall have the right to exercise, directly or through its nominees or proxies, all Voting Rights assigned to it hereunder, and Lender shall exercise such Voting Rights in such manner as Lender in its sole discretion shall deem to be in Lender’s best interests (subject to the terms of this Agreement and the other Loan Documents). Following the occurrence and during the continuation of an Event of Default, Pledgor shall effect the directions of Lender in connection with any such exercise in accordance with this Agreement.

(b)       In connection with Lender’s exercise of the Voting Rights, Pledgor shall take no action inconsistent with (i) the Issuers’ reliance on a notice from Lender stating that an Event of Default has occurred and is continuing under any Loan Document, in which event no further direction from Pledgor shall be required to effect the assignment of Voting Rights hereunder from Pledgor to Lender or (ii) the Issuers immediately permitting Lender to exercise all of the Voting Rights in respect of the business and affairs of the Issuers. If Lender provides Pledgor and the Issuers with written notice that the applicable Event of Default has been waived (and evidence of such waiver), Pledgor shall regain all of its rights to exercise the Voting Rights.

(c)       Pledgor acknowledges that, except for this Agreement and the other Loan Documents, it has not entered into, and it is not bound by the terms of, any agreement or understanding, whether oral or written, with respect to the purchase, sale, transfer or voting of any Voting Rights.

5.            Pledgor makes the following representations, covenants and warranties to Lender, and agrees with Lender, as follows:

(a)       Pledgor has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

(b)       This Agreement is the legal, valid and binding obligation of Pledgor, and is enforceable as to Pledgor in accordance with its terms, subject, however, to bankruptcy, insolvency and other rights of creditors generally and to general principles of equity.

(c)       The execution, delivery, observance and performance by Pledgor of this Agreement and the transactions contemplated hereby will not result in any violation of the bylaws, operating agreement, limited liability company agreement or other formation document, as applicable, of any Issuer or, to Pledgor’s knowledge, of any constitutional provision, law, statute, ordinance, rule or regulation applicable to it or of any judgment, decree or order applicable to it and will not conflict with, or cause a breach of, or default under, any such term or, except for the Liens created or contemplated hereby, result in the creation of any mortgage Lien, pledge, charge or encumbrance upon any of its properties or assets pursuant to any such term.

(d)       Except for the filing of an appropriate financing statement, it is not necessary for Pledgor to obtain or make any (i) governmental consent, approval or authorization, registration or filing from or with any governmental authorities or (ii) consent, approval, waiver or notification of partners, creditors, lessors or other nongovernmental Persons, in each case, in connection with the execution and delivery of this Agreement or the consummation of the transactions herein presently contemplated which has not been filed or obtained.

(e)       Pledgor is as of the date hereof (i) the owner of the Equity Interests of each Issuer as set forth on Schedule I attached hereto and (ii) the sole owner of all direct beneficial interests in the Collateral. Pledgor owns the Collateral, and the Collateral is and shall remain, free and clear of any Lien, mortgage, encumbrance, charge, pledge, security interest, or claim of any kind (including any unconditional sale or other title retention agreement) other than as created or permitted by this Agreement or the Loan Documents.

(f)       To the extent that, as of the date hereof, the Equity Interests are “securities” within the meaning of the UCC and, in particular, the Equity Interests that are represented by a Certificate or Certificates are “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, Pledgor covenants and agrees that it will use commercially reasonable efforts to ensure at all time such Equity Interests remain, and shall take no action that would result in any Equity Interests not remaining, “securities” within the meaning of the UCC and, in particular, the Equity Interests that are represented by a Certificate or Certificates remaining “certified securities” within the meaning of Section 8-102(a)(4) of the UCC. Pledgor has taken all steps necessary to afford Lender “control” of such Equity Interests within the meaning of the UCC. Pledgor shall not permit any Equity Interests consisting of limited liability company interests or partnership interest to become “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC.

(g)       Upon Lender obtaining and maintaining possession of the Certificates identified on Schedule 1 attached hereto and the filing of a UCC financing statement adequately describing the Collateral in the office of the Secretary of State of the State of Delaware (such state being the state of Pledgor’s formation), all steps necessary to create and perfect the security interest created by this Agreement as a valid and continuing first priority Lien on, and first priority perfected (assuming Lender’s possession of the Certificates and filing of the financing statements referenced above) security interest in, the Collateral, in favor of Lender, prior to all other Liens, security interests and other claims of any sort whatsoever other than Permitted Liens, have been taken. Pledgor has not granted a security interest in the Collateral to any other party, and the security interest granted pursuant to this Agreement in the Collateral constitutes a valid, perfected first priority security interest in the Collateral, enforceable as such against all creditors of, and purchasers from, Pledgor, other than Permitted Liens.

(h)       Neither Pledgor nor, to Pledgor’s knowledge, the Issuers have changed its name, or used, adopted or discontinued the use of any trade name, fictitious name or other trade name or trade style.

(i)       Pledgor will not change its name in any manner that could make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507(c) of the UCC (or any other then-applicable provision of the UCC) without fifteen (15) days’ prior written notice to Lender or as otherwise permitted under the terms of the Credit Agreement.

(j)       [Reserved].

(k)       The Collateral is not subject to any adverse claim, Lien, security interest or encumbrance whatsoever, except for Permitted Liens.

(l)       Pledgor will warrant and defend Lender’s right, title, priority, Lien and security interest in and on the Collateral against the claims and demands of all Persons whosoever.

(m)       There is no action or proceeding pending, or to the knowledge of Pledgor, threatened which in any way could reasonably be expected to result in a material adverse effect upon (i) the rights of Lender under this Agreement; (ii) Pledgor’s ability to perform its obligations hereunder, (iii) the title to the Collateral; (iv) the validity or priority of the security interest and Lien in and on the Collateral created hereunder; (v) Pledgor; or (vi) the Issuers.

(n)       Pledgor shall not make (or enter into any agreement to make) or suffer (i) any sale, transfer, exchange, leasing or assignment of all or any part of the Collateral, (ii) any further pledge, mortgage or encumbrance of all or any part of the Collateral; or (iii) any further Lien upon or security interest in all or any part of the Collateral, except, in each case, as specifically permitted under this Agreement or any of the Loan Documents.

(o)       Pledgor, without cost or expense to Lender, shall execute, deliver, file and record such further agreements, instruments and documents as Lender may reasonably require, including financing statements covering the Collateral and amendments thereto, to perfect and protect the security interest and Lien created and granted herein, and hereby irrevocably authorizes Lender to execute, in the name of Pledgor, any such agreements, instruments and documents and to file and record the same; and Lender is authorized to file one or more financing statements covering the Collateral.

(p)       If at any time while any of the Obligations remain outstanding, (i) Pledgor directly or indirectly comes into possession of any Certificates for any purpose or (ii) renewals of, substitutions for, replacements for or amendments to the Certificates are delivered to Pledgor, then in any such event Pledgor shall, without notice or demand from Lender, immediately deliver the same or cause them to be delivered to Lender, and the same shall also constitute the Certificates, as the case may be, hereunder. Any and all certificates or instruments at any time representing or evidencing any of the Collateral shall be immediately delivered to and held by or on behalf of Lender pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by instruments of transfer or assignment, duly executed in blank, all in form and substance reasonably satisfactory to Lender. Subject to the requirements of applicable law (including the UCC) and the limitations provided in this Agreement, Lender shall have the right, at any time, following the occurrence of an Event of Default to transfer to or to register in the name of Lender or its nominee any Collateral, and, to the full extent permitted by law, Pledgor waives all rights under applicable law inconsistent with the rights granted to Lender in this sentence. In addition, Lender shall have the right at any time to exchange Certificates or instruments representing or evidencing Collateral for Certificates or instruments of smaller or larger denominations.

(q)       In case, upon the dissolution or liquidation (in whole or in part) of the Issuers, any sum shall be paid as a liquidating dividend or otherwise upon or with respect to any of the Collateral, such sum shall be paid over to Lender to be held by Lender as additional Collateral hereunder;

(r)       Each of the Issuers is organized and validly existing under the laws of its jurisdiction of formation or incorporation, as applicable, and has the power and authority, and the legal right, to own and operate its property.

(s)       Without limiting or duplicating any other cost reimbursement provisions in the Loan Documents, promptly and not later than ten (10) days after written demand therefor, Pledgor shall pay to Lender the amount of any and all reasonable and documented out-of-pocket expenses incurred by Lender hereunder or in connection herewith, including, without limitation those that may be incurred in connection with (i) the preparation of this agreement and all amendments, restatements, waivers and supplements hereto, (ii) the administration of this Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iv) the exercise or enforcement of any of the rights of Lender hereunder.

6.            Except following the occurrence of an Event of Default, Pledgor shall have the right to receive Distributions in respect of the Collateral. Pledgor hereby irrevocably authorizes the Issuers, following the occurrence of an Event of Default to distribute, transfer, pay and deliver directly to Lender, and not to Pledgor, in accordance with that certain Consent of the Issuers attached as Exhibit A and made a part hereof, any and all Distributions at such time and in such manner as such Distributions would otherwise be distributed, transferred, paid and delivered to Pledgor, for application in accordance with this Agreement. If, following the occurrence of an Event of Default, Pledgor receives any Distributions, Pledgor shall accept the same as Lender’s agent and hold the same in trust on behalf of and for the benefit of Lender and shall promptly deliver the same forthwith to Lender for application in accordance herewith, together with appropriate forms of assignment, UCC financing statements, and other appropriate instruments, if necessary, indicating the security interests of Lender in and to such Distribution. Pledgor authorizes and directs Lender to apply any Distributions received by Lender in the manner herein described.

7.            The occurrence of an “Event of Default”, as such term is defined in the Credit Agreement, shall constitute an “ Event of Default ” under this Agreement.

8.            Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, in its sole discretion, in addition to any and all other rights it may have under the Credit Agreement, this Agreement, any other Loan Document, the UCC, and otherwise at law or in equity, (a) to apply any cash that it received and retained as additional Collateral pursuant to the provisions of this Agreement, to the payment of the Obligations; (b) to credit bid and purchase (as determined by Lender in its sole discretion but in all cases subject to applicable law) all or any portion of the Collateral; and (c) to sell, assign and deliver at one or more times, all or any part of the Collateral at public or private sale, for cash, on credit or for future delivery, with or without advertisement of the time, place or terms of sale and in connection therewith to grant options and to use the services of a broker, all of the foregoing as Lender may elect in its sole discretion but in all cases subject to applicable law, except that, if the sale be a private sale, ten (10) days’ written notice shall be given to Pledgor of the date, time and place of any sale and the terms of the sale, which notice Pledgor agrees is reasonable, all other demands, advertisements and notices being hereby waived. Any sale shall be free of any and all equity or right of redemption, which Pledgor hereby waives and releases. At any sale, Lender, or its designee, may purchase the Collateral being sold, including pursuant to a credit bid and purchase or similar offset of any amounts due and owing to Lender by Pledgor, in each case if and to the extent so permitted by applicable law. Lender shall not be obligated to make any sale of all or any part of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time, and Lender may adjourn such sale (private or public) by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. If any of the Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of such failure, Lender may resell such Collateral. In no event shall Pledgor be credited with any part of the proceeds of sale of any Collateral until cash payment thereof has actually been received by Lender. Any sale conducted upon the foregoing terms or by any other method of sale (if conducted in conformity with practices of any lenders disposing of similar securities or otherwise in accordance with the UCC) shall be deemed commercially reasonable. Pledgor agrees that Lender shall have the right to continue to retain the Collateral until such time as Lender, in its reasonable judgment, believes that an advantageous price can be obtained for the Collateral and Lender shall not be liable to Pledgor for any loss in the value of the Collateral by reason of any such retention of the Collateral by Lender. Lender shall have all the rights and remedies of a secured party under the UCC, as if such rights and remedies were fully set forth herein, and any rights and remedies of a secured party under any version of the UCC in effect in any applicable jurisdiction in which such rights or remedies are sought to be enforced. To the full extent permitted by law, Pledgor waives all rights under applicable law inconsistent with the rights granted Lender in this Section 8 . In addition to the remedies set forth in the foregoing, Lender shall have the right, in its sole discretion, in addition to any and all other rights it may have under the Credit Agreement, this Agreement, any other Loan Document, the UCC, and otherwise at law or in equity, to sell, assign and deliver at one or more times, all or any part of the Collateral at public or private sale, in each case pursuant to the terms set forth in the Security Agreement or any other Loan Document.

9.            In addition to the remedies set forth herein, following the occurrence of an Event of Default, Lender may succeed, or designate one or more nominees(s) to succeed, to all right, title and interest of Pledgor (including any Voting Rights with respect to the Equity Interests) as a member, shareholder or partner of the Issuers, as applicable, relating to the Equity Interests acquired. Pledgor hereby irrevocably authorizes the Issuers upon the occurrence of an Event of Default (a) to deem and treat Lender or its nominee in all respects as a member, shareholder or partner, as applicable (and not merely an assignee of a member, shareholder or partner, as applicable), of the Issuers entitled to exercise all the rights, powers and privileges (including the right to vote on or take any action with respect to any and all membership, shareholder or partnership matters, as applicable, pursuant to the Formation Agreement), to receive all Distributions, to be credited with the capital account and to have all other rights, powers and privileges appertaining to such membership, shareholder or partnership interests, as applicable, to which Pledgor would have been entitled had Pledgor’s membership, shareholder or partnership interests, as applicable, not been transferred to Lender or such nominee; (b) to execute amendments to the bylaws, operating agreement, limited liability company agreement or other formation document, as applicable, of any Issuer admitting Lender or such nominee as a member, shareholder or partner, as applicable, in place of Pledgor; and (c) to issue the membership, shareholder or partnership certificate(s), as applicable, in the name of Lender or its nominee, with respect to each of the Equity Interests represented by a Certificate or Certificates.

10.           Pledgor agrees that Lender and its officers, agents and attorneys shall incur no liability to Pledgor or the Issuers in the event that Lender (a) transfers the Collateral in accordance with the provisions of this Agreement and in compliance with applicable law, including the UCC or (b) refuses to effect any transfer of the Collateral attempted to be made by Pledgor without any consent or approval of Lender required by the terms hereof, and Pledgor hereby agrees to indemnify Lender against, and to hold Lender harmless from, any and all expenses, liabilities and damages incurred or sustained by reason of its acts or omissions, as aforesaid, in each case except if and to the extent that Lender’s acts or omissions constitute gross negligence or willful misconduct.

11.           Effective upon the occurrence of an Event of Default, Pledgor hereby appoints Lender as Pledgor’s attorney in fact coupled with an interest for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Lender may deem necessary or advisable to accomplish the purposes hereof.

12.           The remedies provided herein in favor of Lender shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of Lender existing at law or in equity.

13.           In exercising its remedies hereunder, Lender may be unable to sell the Equity Interests publicly without registering them under the Securities Laws, which would likely be an expensive and time consuming undertaking and, in fact, one that might be impossible to accomplish even if Lender were willing to invest the necessary time and money. Even though Lender may be able to register the Equity Interests under the Securities Laws, it may nonetheless regard such registration as too expensive or too time consuming (such determination to be made in Lender’s sole discretion). If Lender sells the Equity Interests without registration, Lender may be required to sell them only in private sales to a restricted group of offerees and purchasers who fulfill certain suitability standards and who will be obliged to agree, among other things, to acquire the Equity Interests for their own account for investment and not with a view to distributing or reselling them. Pledgor acknowledges that such a private sale may result in less favorable prices and other terms than a public sale. Pledgor agrees that a private sale, even under these restrictive conditions, will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the Securities Laws, even if Pledgor or the Issuers agree to pay all costs of the registration process.

14.           Pledgor is aware that Section 9-610 of the UCC states that Lender is able to purchase the Equity Interests if they are sold at a public sale. Pledgor is also aware that SEC staff personnel have, over a period of years, issued various No Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. Pledgor is also aware that Lender may wish to purchase the Equity Interests that are sold at a foreclosure sale, and Pledgor believes that such purchases would be appropriate in circumstances in which the Equity Interests are sold in conformity with the principles set forth in the No Action Letters. Pledgor specifically agrees that a foreclosure sale conducted in conformity with the principles set forth in the No Action Letters (a) shall be considered to be a “public” sale for purposes of Section 9-610 of the UCC; (b) will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the Securities Laws, even if Pledgor agrees or the Issuers agree to pay all costs of the registration process; and (c) will not be considered commercially unreasonable solely by virtue that Lender purchases the Equity Interests at such a sale.

15.           Pledgor agrees that Lender shall have no general duty or obligation to make any effort to obtain or pay any particular price for any Equity Interests sold by Lender pursuant to this Agreement (including sales made to Lender). Lender may, in its discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers.

16.           Pledgor shall use all reasonable efforts to do or cause to be done all such other acts and things (except that Pledgor shall not be obligated to register any Equity Interests under the Securities Laws) as may be reasonably necessary to make any sale or sales of Equity Interests valid and binding and in compliance with applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Pledgor’s expense.

17.           Pledgor shall, jointly and severally, indemnify, reimburse and hold harmless all Indemnitees from and against any and all losses, claims, liabilities, damages, and related expenses, of any kind or nature, (including the reasonable and documented out-of-pocket fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, and related expenses which result from (i) the gross negligence or willful misconduct of the Indemnitee as determined by a final nonappealable decision of a court of competent jurisdiction or (ii) a claim brought by Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Pledgor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in any other Loan Document.

18.           In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for monies actually received by Lender in accordance with the terms hereof and any state of facts determined by a final nonappealable judgment of a court of competent jurisdiction to be caused by Lender’s gross negligence or willful misconduct in connection therewith. Lender shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor be under any obligation to take any action whatsoever with regard thereto. In accordance with the terms and conditions of the Credit Agreement, any part or all of the Collateral held by Lender may, without notice, be transferred into the name of Lender or its nominee, and Lender or its nominee may thereafter, without notice, exercise all Voting Rights and other rights in respect of the Collateral, including the exercise of any and all rights of conversion, exchange, subscription or any other rights, privileges or options in respect of the Collateral, as if it were the absolute owner thereof, all without liability except to account for property actually received by Lender or its nominee; provided, however, that Lender or its nominee shall have no duty to exercise any of the foregoing actions, or any liability for failure to do so or for delay in so doing. Lender shall not be liable for the consequence of any Voting Rights cast or given by Lender in accordance with this Agreement, except for any such liability resulting solely from Lender’s gross negligence or willful misconduct (as determined by a final nonappealable judgment of a court of competent jurisdiction). Except as otherwise expressly set forth in this Agreement, and except to the extent caused by Lender’s gross negligence or willful misconduct (as determined by a final nonappealable judgment of a court of competent jurisdiction), Lender shall have no liability to Pledgor with respect to the receipt and application by Lender of Distributions, the holding by Lender of any Collateral pursuant to and in accordance with this Agreement and the other Loan Documents, or Lender’s taking, or failure to take, any action (including the obtaining of insurance) with respect to any Collateral.

19.           Lender shall have no duty as to the collection or protection of the Collateral or any income thereon or as to the preservation of any rights pertaining thereto, beyond the safe custody of any Collateral actually in its possession.

20.           No delay on the part of Lender in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof.

21.           Except as prohibited by statute, the respective parties hereto shall, and hereby do, waive trial by jury in any action, proceeding or counterclaim brought by any of the parties hereto against the other on any matter whatsoever arising out of or in any way connected with this Agreement, the Collateral or the relationship created hereby, and with respect to any matter for which a jury trial cannot be waived, Pledgor agrees not to assert any such claim as a counterclaim in, or move to consolidate the same with, any action or proceeding.

22.           All notices, requests, demands, directions and other communications provided for herein shall be in writing and shall be delivered or mailed in the manner specified in the Credit Agreement addressed to Lender at the address specified in the Credit Agreement, and to Pledgor at the address designed in the signature page hereto.

23.           All covenants, representations and warranties made in this Agreement shall continue in full force until this Agreement has terminated pursuant to its terms, and all Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made) have been paid in full and satisfied.

24.           Solely with respect to Article 8 Matters, Pledgor hereby irrevocably grants and appoints Lender, from the date of this Agreement until the termination of this Agreement in accordance with its terms, as Pledgor’s true and lawful proxy, for and in Pledgor’s name, place and stead, to vote the Equity Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8 Matters. The proxy granted and appointed in this Section 24 shall include the right to sign Pledgor’s name (as a member, shareholder or partner of the Issuers, as applicable) to any consent, certificate or other document relating to an Article 8 Matter and the Equity Interests that applicable law may permit or require to cause the Equity Interests to be voted in accordance with the preceding sentence. Pledgor hereby represents and warrants that there are no other proxies and powers of attorney with respect to an Article 8 Matter and the Equity Interests that Pledgor has granted or appointed. Pledgor will not give a subsequent proxy or power of attorney or enter into any other voting agreement with respect to the Equity Interests with respect to any Article 8 Matter, and any attempt to do so with respect to an Article 8 Matter shall be void and of no effect. The proxies and powers granted by Pledgor pursuant to this Agreement are coupled with an interest and are given to secure the performance of the Pledgor’s Obligations, including the performance and observance of all of Pledgor’s obligations now or hereafter existing under this Agreement.

25.           This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of the Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made) and all other amounts payable under this Agreement and any other Loan Document; (b) be binding upon and inure to the benefit of Pledgor and Pledgor’s successors and assigns; and (c) inure to the benefit of, be enforceable by, and be binding upon Lender and Lender’s heirs, executors, legal representatives, and successors and permitted assigns. Except as otherwise provided in the Credit Agreement, Lender may assign or transfer this Agreement and any or all rights or obligations hereunder in connection with an assignment of its interest under (and in accordance with the terms of) the Credit Agreement without the consent of Pledgor and without prior notice to any successor. Pledgor shall not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Lender or as expressly provided in the Credit Agreement.

26.           Nothing herein shall be deemed (a) to be a waiver of any right that Lender may have under the Bankruptcy Code or the bankruptcy laws of any state to file a claim for the then outstanding amount of the Loan or to require that all of the Collateral shall continue to secure all of the Obligations; (b) to impair the validity of the Loan, the other Loan Documents or any other document or instrument delivered to Lender in connection therewith; or (c) to impair the right of Lender to commence an action to foreclose any Lien or security interest in connection with the exercise of its remedies hereunder. Nothing herein shall be deemed (i) to be a waiver of any right that Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the indebtedness of the Loan and other amounts due under this Agreement or the other Loan Documents or to require that all of the Collateral shall continue to secure the Obligations or (ii) to impair Lender’s rights to credit bid, under Section 363(k) of the Bankruptcy Code or otherwise, which rights are fully preserved.

27.           Pledgor shall from time to time, at its expense, promptly execute and deliver (or cause to be executed and delivered) all further instruments and agreements, and take all further actions, that may be reasonably necessary or appropriate, or that Lender may reasonably request, in order to perfect or protect any collateral assignment, pledge or security interest granted or purported to be granted hereby or to enable Lender to exercise or enforce its rights and remedies hereunder.

28.           All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine or neuter, and singular or plural, as the identity of the Person or Persons may require. The term “ Pledgor ” shall mean “Pledgors” if more than one person is Pledgor, and in such event, the obligations of Pledgor shall be joint and several.

29.           Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, upon payment and performance in full of Pledgor’s Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made), all of Lender’s security interests in and rights to the Collateral shall terminate and all rights to the Collateral shall revert to Pledgor. Upon any such termination, Lender shall, at Pledgor’s expense, authenticate and deliver to Pledgor such documents as Pledgor may reasonably request to evidence such termination. Subject to the preceding sentence, this Agreement may not be terminated, nor may any of its provisions be changed or waived, except by a writing signed by the party against whom such termination, change or waiver is sought to be applied.

30.           This Agreement shall be interpreted without the benefit of any presumption against the party causing this Agreement to be drafted. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

31.         

(a)       This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the Laws of the State of New York (excluding the laws applicable to conflicts or choice of Law).

(b)       Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court. 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 in this Agreement or in any other Loan Document shall affect any right that Lender may otherwise have to bring any action or proceeding relating to the Collateral against Pledgor or its properties in the courts of any jurisdiction.

(c)       Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)       Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 22 . Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

(e)       

(i)        EACH PARTY HERETO HEREBY IRREVOCABLY 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(ii)        In the event any such action or proceeding is brought or filed in any United States federal court sitting in the State of California or in any state court of the State of California, and the waiver of jury trial set forth in clause (i) above is determined or held to be ineffective or unenforceable, the parties agree that all actions or proceedings shall be resolved by reference to a private judge sitting without a jury, pursuant to California Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Los Angeles County, California. Such proceeding shall be conducted in Los Angeles County, California, with California rules of evidence and discovery applicable to such proceeding. In the event any actions or proceedings are to be resolved by judicial reference, any party may seek from any court having jurisdiction thereover any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by Law notwithstanding that all actions or proceedings are otherwise subject to resolution by judicial reference.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF , Pledgor has executed this Agreement on the day and year first above written.

[Signature Page to Pledge Agreement]

Exhibit A

(see attached)

CONSENT OF ISSUER

This Consent (this “ Consent ”), dated as of February 12, 2019, is made by each of the undersigned (each, an “ Issuer ” and, collectively, the “ Issuers ”).

Reference is made to that certain Pledge Agreement (the “ Pledge Agreement ”), of even date herewith, between Pareteum Corporation, a Delaware corporation (“ Pledgor ”), with a principal place of business at 1185 Avenue of the Americas, 37th floor, New York, NY 10036, and Fortress Credit Corp., FIP UST LP and DBD Credit Funding LLC (collectively, “ Lender ”), each having an office located at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105. Each Issuer hereby acknowledges the receipt of a copy of the Pledge Agreement and acknowledges that Pledgor is bound thereby. For the purposes of this Consent, all capitalized terms not herein defined shall have the respective meanings ascribed thereto in the Pledge Agreement.

Each Issuer hereby consents to the Pledge Agreement and agrees to comply with the terms and provisions thereof applicable to it. Without limiting the foregoing, following the occurrence of an Event of Default, each Issuer agrees to pay any and all Distributions directly to Lender in accordance with, and to the extent provided in, the terms and provisions of the Pledge Agreement. Until the Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made) are paid in full and following the occurrence of an Event of Default, each Issuer agrees to (a) comply with the instructions of Lender in connection with the exercise of Lender’s rights and remedies as set forth in the Pledge Agreement without any further consent from Pledgor or any other Person in respect of the Collateral and (b) disregard any request made by Pledgor or any other person that contravenes such instructions of Lender in respect of the Collateral.

Each Issuer represents and warrants to Lender that, as of the date hereof, (a) Pledgor is the registered owner of one hundred percent (100%) of the Equity Interests of such Issuer; (b) such Issuer has no knowledge of any Lien or other security interest in the Collateral (other than Lender’s); and (c) the registered pledgee of the Collateral on the books of such Issuer is Lender together with its successors and assigns, as Lender under the Loan, and there is no other pledge currently registered on the books and records of Issuer with respect to the Collateral.

In the event that Lender forecloses on or exercises rights with respect to the Collateral, the Issuers and the partners of the Issuers hereby consent to the following: (a) the admission of Lender or the purchaser of the Collateral at a sale under the Uniform Commercial Code, as the case may be (in either case, the “ Purchaser ”) as a partner of each of the Issuer in substitution of Pledgor and (b) Purchaser being granted all of the rights and benefits of Pledgor, including, without limitation, all rights to vote, consent rights and right to receive distributions.

This Consent shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of law, except application of Section 5-1401 of the New York General Obligations Law. All notices required to be given hereunder shall be delivered as set forth in the Pledge Agreement.

This Consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

[ Signature page follows ]

IN WITNESS WHEREOF, Issuer has executed this Consent as of the date first set forth above.

¹ NTD : Please arrange for signature by each of Pareteum’s subsidiaries listed on Schedule I.

Exhibit B

(see attached)

IRREVOCABLE [MEMBERSHIP INTEREST] POWER AND ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________ ___________ (___) units of [membership interest] in _________, a _______ __________ (the “ Company ”), standing in the name of the undersigned on the books of the Company represented by Certificate No. ______ herewith, and does hereby irrevocably constitute and appoint as attorney of the undersigned to transfer the said stock on the books of the within named Company with full powers of substitutions in the premises.

Dated this _____ day of __________________________