Exhibit 10.2

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on August 10, 2026, by and between OS Therapies Incorporated, a Delaware corporation, OS Animal Health Inc., a Delaware corporation, and OS Therapies UK LTD, a limited company organized under the laws of the United Kingdom (collectively, the “Debtor”), and RockTov SLC LLC, solely in its capacity as collateral agent for the benefit of the Noteholders (together with its successors and permitted assigns in such capacity, the “Collateral Agent”)

RECITALS

A. Concurrently herewith, the Debtor, RockTov SLC LLC, in its capacity as a purchaser, and the other purchasers party thereto (collectively, the “Noteholders”), have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), pursuant to which the Debtor has agreed to issue to the Noteholders senior secured convertible promissory notes in an aggregate subscription amount of up to Ten Million Dollars ($10,000,000), to be funded in one or more tranches in accordance with the Transaction Documents (the “Notes”).

B. Pursuant to the Securities Purchase Agreement, the Noteholders have appointed RockTov SLC LLC to act as collateral agent for the benefit of the Noteholders (in such capacity, the “Collateral Agent”) with respect to the Liens granted under this Agreement and the exercise of the rights and remedies provided herein.

C. To secure the prompt payment and performance of the Obligations (as defined below), the Debtor has agreed to grant to the Collateral Agent, for the benefit of the Noteholders, the security interests set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the Uniform Commercial Code as adopted in the state of Delaware (the “UCC”) (such as “account,” “adverse claim,” “chattel paper,” “deposit account,” “document,” “equipment,” “fixtures,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “proceeds,” and “supporting obligations”) shall have the respective meanings given such terms in Article 9 of the UCC. Capitalized terms used in this Agreement and not defined elsewhere herein or in the Securities Purchase Agreement shall have the meanings set forth below:

“Collateral” means all of the collateral identified on Exhibit A hereto; provided, however, that notwithstanding anything to the contrary in this Agreement, Collateral shall not include any Excluded Intellectual Property Assets.

“Collateral Agent Expenses” means and includes (i) all costs or expenses required to be paid by Debtor under this Agreement that are instead paid or advanced by the Collateral Agent, in its capacity as Collateral Agent, including without limitation, all taxes, insurance, satisfaction of liens, securities interests, encumbrances or other claims at any time levied or placed on the Collateral, (ii) all reasonable costs and expenses incurred to correct any default or enforce any provision of this Agreement, or in gaining possession of, maintaining, disabling, handling, preserving, storing, shipping, selling, preparing for sale or advertising to sell all or any part of the Collateral, irrespective of whether a sale is consummated, and (iii) all reasonable costs and expenses (including reasonable attorney’s fees) incurred by the Collateral Agent in its capacity as Collateral Agent in enforcing or defending this Agreement, irrespective of whether suit is brought.

“Debtor’s Books” means and includes all of Debtor’s books and records in any medium or form, including, but not limited to, all records, ledgers and computer programs, disk or tape files, thumb drives, material stored in the “cloud,” printouts and other information indicating, summarizing or evidencing the Collateral.

“Equity Interests” means, with respect to any person, all of the shares of capital stock of (or other ownership or profit interests in) such person, all of the warrants, options or other rights for the purchase or acquisition from such person of shares of capital stock of (or other ownership or profit interests in) such person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such person or warrants, rights or options for the purchase or acquisition from such person of such shares (or such other interests), and all of the other ownership or profit interests in such person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Event of Default” has the meaning specified in Section 7 of this Agreement.

“Excluded Intellectual Property Assets” means all Intellectual Property of Debtor, whether now owned or hereafter acquired, and whether arising under the laws of the United States, any state, the United Kingdom, any other foreign jurisdiction or otherwise, including, without limitation, all patents, patent applications, trademarks, service marks, trade names, trade dress, logos, domain names, social media identifiers and accounts, copyrights, mask works, designs, design rights, trade secrets, know-how, confidential or proprietary information, inventions, software, source code, object code, databases, data, algorithms, formulae, processes, technology, IP licenses, permits, franchises, royalties, goodwill associated with any of the foregoing, registrations and applications for registration of any of the foregoing, rights to sue for past, present or future infringement, misappropriation or other violation of any of the foregoing, and all proceeds, products, accessions, substitutions and replacements of any of the foregoing; provided that, for the avoidance of doubt, Excluded Intellectual Property Assets shall not include accounts, payment intangibles or other rights to payment arising from the sale, license or other disposition of Intellectual Property to the extent such accounts, payment intangibles or other rights to payment do not themselves constitute Intellectual Property.

“Intellectual Property” means all intellectual property and intellectual property rights of any kind or nature, including, without limitation, patents, patent applications, trademarks, service marks, trade names, trade dress, logos, domain names, social media identifiers and accounts, copyrights, mask works, designs, design rights, trade secrets, know-how, confidential or proprietary information, inventions, software, source code, object code, databases, data, algorithms, formulae, processes, technology, IP licenses, permits, franchises, royalties, goodwill associated with any of the foregoing, registrations and applications for registration of any of the foregoing, and rights to sue for past, present or future infringement, misappropriation or other violation of any of the foregoing.

“Negotiable Collateral” means and includes all of Debtor’s presently existing and hereafter acquired or arising letters of credit, advices of credit, promissory notes, drafts, instruments, documents, Equity Interests in any entity, leases of personal property and chattel paper, as well as Debtor’s Books relating to any of the foregoing.

“Obligations” means any and all present and future indebtedness, liabilities and obligations of the Debtor owing to the Noteholders under the Notes and the other Transaction Documents, whether now existing or hereafter arising, including, without limitation, (i) all principal, interest, premiums, fees, expenses and other amounts payable thereunder, (ii) all obligations to perform or observe the covenants and agreements contained in the Notes and the other Transaction Documents, and (iii) all Collateral Agent Expenses and all indemnification and reimbursement obligations owing to the Collateral Agent under this Agreement or any other Transaction Document, in each case until the same have been paid, satisfied or otherwise discharged in accordance with the Transaction Documents.

“Permitted Liens” means (i) statutory liens of landlords and liens of carriers, warehousemen, bailees, mechanics, materialmen and other like liens imposed by law, created in the ordinary course of business and securing amounts not yet due (or which are being contested in good faith, by appropriate proceedings or other appropriate actions which are sufficient to prevent imminent foreclosure of such liens), and with respect to which adequate reserves or other appropriate provisions are being maintained by Debtor in accordance with generally accepted accounting principles (“GAAP”) , (ii) deposits made (and the liens thereon) in the ordinary course of business of Debtor (including, without limitation, security deposits for leases, indemnity bonds, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, contracts (other than for the repayment or guarantee of borrowed money or purchase money obligations), statutory obligations and other similar obligations arising as a result of progress payments under government contracts, (iii) liens for taxes not yet due and payable or which are being contested in good faith and with respect to which adequate reserves are being maintained by Debtor in accordance with GAAP, (iv) purchase money liens relating to the acquisition of equipment, machinery or other goods of Debtor approved in writing by the Collateral Agent (which approval shall not be unreasonably withheld, conditioned or delayed) and (v) liens in favor of the Collateral Agent, for the benefit of the Noteholders, under the Transaction Documents.

“Pledged Equity” means, with respect to Debtor, 100% of the issued and outstanding Equity Interests of any subsidiary that is directly owned by Debtor, whether now owned or hereafter acquired, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:

(1) all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and

(2) in the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving person, all shares of each class of the Equity Interests of the successor person formed by or resulting from such consolidation or merger, to the extent that such successor person is a direct subsidiary of a Debtor.

The term “Pledged Equity” specifically includes, but is not limited to, all rights of Debtor embodied in or arising out of the Debtor’s status as a shareholder or member, consisting of: (a) all economic rights, including without limitation, all rights to share in the profits and losses and all rights to receive distributions of the assets; and (b) all governance rights, including without limitation, all rights to vote, consent to action and otherwise participate in the management.

“Transaction Documents” means and includes the Notes, Securities Purchase Agreement and all related documents executed in connection therewith, including, without limitation, any amendments to any of the foregoing.

2. Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular and vice versa, to the part include the whole, “including” is not limiting, and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section references are to this Agreement, unless otherwise specified.

3. Creation of Security Interest. In order to secure Debtor’s timely payment of the Obligations and timely performance of each and all of its covenants and obligations under this Agreement, the Transaction Documents, and any other document, instrument or agreement executed by Debtor or delivered by Debtor to the Collateral Agent, for the benefit of the Noteholders in connection with the Obligations, Debtor hereby unconditionally and irrevocably grants, pledges and hypothecates to the Collateral Agent, for the benefit of the Noteholders, a continuing security interest in and to, a lien upon, assignment of, and right of set-off against, all presently existing and hereafter acquired or arising Collateral, in each case expressly excluding all Excluded Intellectual Property Assets. Such security interest shall be a first priority security interest. Such security interest shall attach to all Collateral without further act on the part of the Collateral Agent or Debtor.

4. Intellectual Property Exclusion.

(a) Notwithstanding anything to the contrary in this Agreement, the Transaction Documents or any financing statement, filing, notice or other document relating hereto or thereto, no security interest, lien, pledge, hypothecation, assignment or right of set-off is granted in or over any Excluded Intellectual Property Assets, and the Collateral shall not include any Excluded Intellectual Property Assets. The Collateral Agent shall not file, register or record, and Debtor shall not be required to execute, deliver or authorize, any intellectual property security agreement, short-form assignment, notice or other filing with the United States Patent and Trademark Office, the United States Copyright Office, Companies House, the UK Intellectual Property Office or any other domestic, foreign, federal, state or local intellectual property registry to perfect or evidence a security interest in any Intellectual Property of Debtor. Any general description of Collateral in this Agreement, any UCC financing statement or any other filing, including any reference to “all assets,” “general intangibles,” “proceeds,” “products” or similar terms, shall be deemed to exclude the Excluded Intellectual Property Assets. For the avoidance of doubt, the foregoing exclusion shall not prevent the Collateral Agent from taking a security interest in accounts, payment intangibles or other rights to payment arising from the sale, license or other disposition of Intellectual Property to the extent such accounts, payment intangibles or other rights to payment do not themselves constitute Intellectual Property.

(b) Restrictions on Excluded Intellectual Property Assets. Notwithstanding the exclusion of the Excluded Intellectual Property Assets from the Collateral, Debtor shall not, without the prior written consent of the Collateral Agent, acting at the written direction of the Majority in Interest of Purchasers (except as otherwise expressly provided in the Transaction Documents) (i) create, incur, assume or permit to exist any lien, security interest, charge, pledge or other encumbrance upon any Excluded Intellectual Property Assets, or (ii) sell, assign, transfer, convey, license or otherwise dispose of any Excluded Intellectual Property Assets. Any breach of this Section shall constitute an Event of Default.

5. Filings; Further Assurances.

(a) General. The Collateral Agent is authorized to file a UCC-1 Financing Statement (or its equivalent) with the Secretary of State of the State of Delaware and in any other jurisdictions where the Collateral Agent reasonably determines that such filing is necessary or desirable to perfect, maintain or protect its security interest in the Collateral, with respect to the Debtor. Debtor also authorizes the filing by the Collateral Agent of such other UCC financing statements, continuation financing statements, fixture filings, security agreements, mortgages, deeds of trust, chattel mortgages, assignments, assignments of rents, motor vehicle lien acknowledgments and other documents as the Collateral Agent may reasonably require in order to perfect, maintain, protect or enforce its security interest in the Collateral or any portion thereof and in order to fully consummate all of the transactions contemplated under this Agreement. Subject to the foregoing, if so requested by the Collateral Agent at any time hereafter, Debtor shall promptly execute and deliver to the Collateral Agent such fixture filings, agreements, security agreements, mortgages, deeds of trust, chattel mortgages, assignments, motor vehicle lien acknowledgments and other documents as the Collateral Agent may reasonably require from such Debtor in order to perfect, maintain, protect or enforce its rights under this Agreement. Debtor shall promptly deliver to the Collateral Agent any and all certificates and instruments constituting the Pledged Equity that are issued and outstanding in suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignment in blank. To the extent any Pledged Equity is uncertificated, Debtor shall, at the request of the Collateral Agent, take such actions and execute and deliver such documents and instruments as may be reasonably necessary to enable the Collateral Agent to obtain and maintain a perfected first-priority security interest in such uncertificated Pledged Equity, including, to the extent applicable, entering into a control agreement with the applicable issuer or other third party. Debtor hereby irrevocably makes, constitutes and appoints the Collateral Agent as such Debtor’s true and lawful attorney with power, upon Debtor’s failure or refusal to promptly comply with its obligations in this Section 5(a), to sign the name of Debtor on any of the above-described documents or on any other similar documents which need to be executed, recorded or filed in order to perfect, maintain, protect or enforce the Collateral Agent’s security interest in the Collateral. Debtor further agrees to enter into such control agreements with the Collateral Agent and such third parties as may be necessary to obtain a perfected first priority security interest in the Collateral, excluding in all cases the Excluded Intellectual Property Assets, including deposit accounts and Pledged Equity, and agrees to use best efforts to obtain the assent of the third parties to said agreements.

(b) Foreign Collateral; Perfection Outside the United States. Without limiting the generality of the foregoing, with respect to any Debtor organized under the laws of the United Kingdom or any other jurisdiction outside the United States (each, a “Foreign Debtor”) and any Collateral in which such Foreign Debtor has rights, the Collateral Agent is authorized to make, file, register, record or give, and the Debtor shall (and shall cause each Foreign Debtor to), at the Collateral Agent’s request and at the Debtor’s expense, make, file, register, record or give any and all filings, registrations, recordings and notices (including, where applicable, registration of particulars of a charge at Companies House and any equivalent filing in any other applicable jurisdiction, but excluding any filing, registration, recording or notice in respect of Excluded Intellectual Property Assets), and take any other action, that the Collateral Agent determines is necessary or desirable to create, attach, perfect, protect, maintain the priority of, record or enforce a security interest, charge, mortgage, assignment or other lien in or over such Collateral under the laws of the United Kingdom or such other applicable jurisdiction. In addition, upon the Collateral Agent’s request, the Debtor shall (and shall cause each Foreign Debtor to) promptly negotiate, execute and deliver one or more separate security agreements, debentures, charges, pledges, assignments, control agreements or other instruments, in form and substance satisfactory to the Collateral Agent and governed by the laws of the United Kingdom or such other applicable jurisdiction, as the Collateral Agent determines is necessary or desirable to grant, create, perfect, protect or enforce the security interests and liens contemplated, excluding in all cases any security interest or lien in or over Excluded Intellectual Property Assets, by this Agreement and to provide the Collateral Agent with the rights, remedies and priority to which it is entitled hereunder. The power of attorney granted to the Collateral Agent in this Section extends to the execution, filing and recording of all such documents and instruments, and all costs and expenses incurred in connection with the foregoing shall constitute Collateral Agent Expenses.

(c) Mortgage. Debtor hereby authorizes Collateral Agent to obtain a mortgage on any and all of its real estate. Debtor covenants and agrees that it will execute any documents, provide any information and take such other action as is requested by Collateral Agent to effectuate such mortgage.

(d) Additional Matters. Without limiting the generality of Section 5(a), Debtor will at the reasonable written request of the Collateral Agent, appear in and defend any action or proceeding which is reasonably expected to have a material and adverse effect with respect to such Debtor’s title to, or the security interest of the Collateral Agent on behalf of the Noteholders in, the Collateral.

(e) After-Acquired Subsidiaries; Additional Debtors. From and after the date of this Agreement, Debtor covenants and agrees that (i) promptly, and in any event within thirty (30) days (or such longer period as the Collateral Agent may agree in writing in its sole discretion) after Debtor forms or acquires, directly or indirectly, any new subsidiary, Debtor shall provide written notice thereof to the Collateral Agent identifying such subsidiary and its jurisdiction and form of organization; (ii) contemporaneously with, or as promptly as reasonably practicable following, the formation or acquisition of any such subsidiary (and in any event within the period specified in clause (i) above, as the same may be extended in writing by the Collateral Agent), Debtor shall cause such subsidiary to execute and deliver to the Collateral Agent a joinder agreement, in substantially the form of joinder attached as an exhibit to the Purchase Agreement (with such changes thereto as the Collateral Agent may reasonably request to reflect local law or other immaterial modifications), pursuant to which such subsidiary shall become an additional “Debtor” and “Grantor” under this Agreement and the other Transaction Documents, assume joint and several liability for the Obligations (to the extent permitted by applicable law), and grant to the Collateral Agent on behalf of the Noteholders a first priority security interest in all of its assets and property of the types described as “Collateral” herein, subject only to Permitted Liens and excluding all Excluded Intellectual Property Assets; and (iii) Debtor and each such subsidiary, upon execution and delivery of such joinder, hereby authorize the Collateral Agent, without the necessity of any further act, to prepare, execute (as attorney-in-fact for Debtor and such subsidiary to the extent permitted by Section 5(a)) and file such UCC financing statements, continuation statements, amendments and other registrations or filings (including fixture filings and, if applicable, filings in international or federal registries, but excluding any filings in respect of Excluded Intellectual Property Assets) as the Collateral Agent reasonably deems necessary or advisable to perfect, maintain, protect or evidence the security interests granted by such subsidiary in favor of the Collateral Agent. For the avoidance of doubt, upon a subsidiary’s execution and delivery of such joinder, all references in this Agreement to “Debtor” shall be deemed to include such subsidiary, mutatis mutandis, and the authorizations and powers of attorney granted to the Collateral Agent in this Agreement (including, without limitation, in Section 5(a)) shall apply equally to such subsidiary and its Collateral.

6. Representations, Warranties and Agreements. Debtor represents, warrants and agrees as follows:

(a) No Other Encumbrances. Except as disclosed in the Disclosure Schedule to the Securities Purchase Agreement, Debtor has good and marketable title to its Collateral, free and clear of any liens, claims, encumbrances and rights of any kind, except the Liens scheduled pursuant to the Securities Purchase Agreement or as otherwise approved in writing by the Collateral Agent, acting at the written direction of the Majority in Interest of Purchasers (except as otherwise expressly provided in the Transaction Documents) and has the right to pledge, sell, assign or transfer the Collateral.

(b) Authorization of Pledged Equity. All Pledged Equity is duly authorized and validly issued, is fully paid and, to the extent applicable, nonassessable and is not subject to the preemptive rights of any person.

(c) Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Agent on behalf of the Noteholders in the Collateral of Debtor, excluding all Excluded Intellectual Property Assets, and, when properly perfected by filing shall constitute a valid and perfected first priority security interest in such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all liens except for liens permitted by the Securities Purchase Agreement. The taking possession by the Collateral Agent of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority of the Collateral Agent’s security interest in all the Pledged Equity evidenced by such certificated securities and such instruments. With respect to any Collateral consisting of a deposit account, investment property, securities entitlement or held in a securities account, upon execution and delivery by the Debtor, the applicable depository bank or securities intermediary and the Collateral Agent of an agreement granting control to the Collateral Agent over such Collateral, the Collateral Agent shall have a valid and perfected first priority security interest in such Collateral.

(d) Consents; Etc. There are no restrictions in any organizational document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a security interest pursuant to this Agreement in such Pledged Equity, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with applicable local registries regarding assignments of rents and fixture filings, and, in each case, excluding any filing or notice in respect of Excluded Intellectual Property Assets, (iii) obtaining control to perfect the security interests created by this Agreement (to the extent required under Section 5 hereof), (iv) such actions as may be required by laws affecting the offering and sale of securities, and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other person (including, without limitation, any stockholder, member or creditor of Debtor), is required for (A) the grant by Debtor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by Debtor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the extent required, or as provided in Section 5(a) hereof) or by filing an appropriate notice with the United States Patent and Trademark Office, the United States Copyright Office or other applicable registry) or (C) the exercise by the Collateral Agent of the rights and remedies provided for in this Agreement.

(e) Location of Place(s) of Business. All places of business of Debtor, including the identification of the principal place of business of Debtor, and the address(es) at which the Collateral is (are) located, are indicated on Schedule 5(e) hereto. Debtor shall not, without at least thirty (30) days prior written notice to the Collateral Agent, relocate such principal place of business or the Collateral, with no relocation being permitted outside the United States in any event.

(f) Right to Inspect the Collateral. The Collateral Agent shall have the right, during usual business hours of the Debtor and upon reasonable advance notice, to inspect and examine the Collateral. Debtor agrees that any reasonable expenses incurred by the Collateral Agent in connection with this Section 6(f) during the continuance of an Event of Default shall constitute Collateral Agent Expenses.

(g) Negative Covenants. Except for sale of inventory in the ordinary course of business, Debtor shall not (i) sell, lease or otherwise dispose of, relocate or transfer, any of the Collateral, except dispositions of Collateral that is worn out, obsolete or no longer necessary in the business of Debtor, (ii) allow any liens on or grant security interests in the Collateral except the Permitted Liens or (iii) change the Debtor’s name or add any new fictitious name without the written consent of the Collateral Agent, acting at the written direction of the Majority in Interest of Purchasers (except as otherwise expressly provided in the Transaction Documents).

(h) Further Information. Debtor shall promptly supply the Collateral Agent with such information concerning Debtor and Debtor’s business as the Collateral Agent may reasonably request from time-to-time hereafter, and shall within five (5) business days of obtaining knowledge thereof, notify the Collateral Agent of any event which constitutes an Event of Default.

(i) Solvency. Debtor is now and shall be at all times hereafter able to pay its debts (including trade debts) as they mature.

(j) Collateral Agent Expenses. Debtor shall, within fifteen (15) Business Days after written demand from the Collateral Agent accompanied by reasonable supporting documentation, reimburse the Collateral Agent for all sums expended by it that constitute Collateral Agent Expenses. If the Debtor fails to pay any such Collateral Agent Expenses within such fifteen (15) Business Day period, the Collateral Agent may, without further notice, pay such Collateral Agent Expenses on the Debtor’s behalf. All such amounts shall constitute Obligations secured by this Agreement and shall be payable by the Debtor in accordance with this Agreement and the other Transaction Documents.

(k) Commercial Tort Claims. Debtor has no pending commercial tort claim (as a plaintiff) against any individual or entity (a “Commercial Claim”). Debtor shall promptly deliver to the Collateral Agent notice of any Commercial Claim that a Debtor may bring against any individual or entity, together with such information with respect thereto as the Collateral Agent may reasonably request. Within ten (10) days after a written request by the Collateral Agent, Debtor shall grant the Collateral Agent a security interest in any pending Commercial Claim to the extent such security interest is permitted by applicable law.

(l) Reliance by the Collateral Agent; Representations Cumulative. Each representation, warranty and agreement contained in this Agreement shall be conclusively presumed to have been relied on by the Collateral Agent regardless of any investigation made or information possessed by the Collateral Agent. The representations, warranties and agreements set forth herein shall be cumulative and in addition to any and all other representations, warranties and agreements set forth in the Transaction Documents or any other documents created after the Closing Date and signed by Debtor.

7. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” by Debtor under this Agreement: (a) the occurrence of any Event of Default under the Notes or any other Transaction Document, after the expiration of any applicable grace or cure period; (b) any breach by Debtor of any covenant, agreement, or obligation contained in this Agreement that continues unremedied for ten (10) days after such breach occurs (or, if earlier, five (5) days after written notice from Collateral Agent); (c) any representation or warranty made by Debtor in this Agreement proves to have been false or misleading in any material respect when made; or (d) the security interest granted hereunder shall at any time fail to constitute a valid and perfected first priority security interest in any material portion of the Collateral, except as permitted by the terms hereof.

8. Rights and Remedies.

(a) Rights and Remedies of the Collateral Agent. The Collateral Agent is acting under this Agreement solely in its capacity as collateral agent appointed pursuant to the Securities Purchase Agreement and for the benefit of the Noteholders. Except as otherwise expressly provided in the Transaction Documents, the Collateral Agent shall exercise its rights and remedies under this Agreement at the written direction of the Majority in Interest of Purchasers.

(i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent may cause any one or more of the following to occur, all of which are authorized by Debtor:

(A) The Collateral Agent may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Debtor agrees to promptly assemble and make available the Collateral if the Collateral Agent so requires, excluding in all cases the Excluded Intellectual Property Assets. Debtor authorizes the Collateral Agent to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral Agent, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith.

(B) The Collateral Agent shall not be deemed to have been granted any license or other right to use Debtor’s Excluded Intellectual Property Assets. To the extent Debtor owns or has rights in labels, advertising matter or other non-IP property that constitutes Collateral, the Collateral Agent may use such Collateral solely as reasonably necessary in completing production of, advertising for sale and selling Collateral, but no such use shall include or be construed as a license, assignment, pledge, lien or security interest in or over any Excluded Intellectual Property Assets.

(C) The Collateral Agent may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral.

(D) The Collateral Agent may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale) for the purposes of satisfying the Obligations. The manner, timing and terms of any such sale or other disposition shall be determined by the Collateral Agent, in its commercially reasonable judgment and consistent with any written direction received from the Majority in Interest of Purchasers. In the case of a sale of Pledged Equity, the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such securities.

(E) The Collateral Agent shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, in which case the Collateral Agent shall use commercially reasonable efforts to provide such notice to Debtor as far in advance of such disposition as is practicable.

(F) The Collateral Agent may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor.

(G) The Collateral Agent shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Notes from the date of expenditure until repaid. The Debtor acknowledges and agrees that the Collateral Agent shall have the rights with respect to the appointment of a receiver as described herein, even if such right is not statutorily provided under applicable law. Notwithstanding anything to the contrary herein or in the Notes or any other Transaction Document, the Debtor acknowledges and agrees that, acting at the written direction of the Majority in Interest of Purchasers, the Collateral Agent shall be entitled to seek the appointment of a receiver in any jurisdiction that the Collateral Agent determines, in its reasonable discretion, to be appropriate.

(H) The Collateral Agent, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral, excluding all Excluded Intellectual Property Assets. The Collateral Agent may, at any time, in its reasonable discretion, to transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent may demand, collect, issue receipts for, settle, compromise, adjust, sue for, foreclose, or otherwise realize on the Collateral as the Collateral Agent may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent may, on behalf of and in the name of Debtor, (1) receive, open, and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent may notify account debtors and Debtor on any Collateral to make payments directly to the Collateral Agent.

(ii) The Collateral Agent may deduct from the proceeds of any sale of the Collateral all Collateral Agent Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral Agent’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral Agent; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.

(iii) Voting and payment Rights in Respect of the Pledged Equity.

(A) So long as no Event of Default shall exist, Debtor may (1) exercise any and all voting and other rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and

(B) During the continuance of an Event of Default, (1) all rights of a Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, acting at the written direction of the Majority in Interest of Purchasers (except as otherwise expressly provided in the Transaction Documents), which shall then have the exclusive authority to exercise such voting and other consensual rights; (2) all rights of a Debtor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, acting at the written direction of the Majority in Interest of Purchasers (except as otherwise expressly provided in the Transaction Documents), which shall then have the exclusive authority to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Collateral Agent on behalf of the Noteholders, shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Collateral Agent as Collateral in the exact form received, to be held by the Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

(b) Rights and Remedies Cumulative. The rights and remedies of the Collateral Agent under this Agreement and any other agreements and documents delivered or executed in connection with the Obligations shall be cumulative. The Collateral Agent shall also have all other rights and remedies not inconsistent herewith as are provided under applicable law, or in equity. No exercise by the Collateral Agent of any one right or remedy shall be deemed an election.

9. Additional Waivers. The Collateral Agent shall not in any way or manner be liable or responsible for (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or other person whomsoever, except to the extent that such loss, damage, liability, cost or expense has resulted from the gross negligence or willful misconduct of the Collateral Agent or its affiliates. The Collateral Agent shall not have any obligation to take any action with respect to the Collateral except as expressly set forth herein or as directed in writing by the Majority in Interest of Purchasers. The Collateral Agent may rely conclusively on any written direction, consent, waiver, instruction or approval delivered by the Majority in Interest of Purchasers and shall have no liability for acting or refraining from acting in accordance therewith. If the Collateral Agent at any time has possession of any Collateral, whether before or after an Event of Default, such possession shall not be deemed to create any fiduciary duty, agency relationship or other duty or obligation of the Collateral Agent with respect to such Collateral, and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Collateral Agent takes such action for that purpose as Debtor shall request in writing or as the Collateral Agent, in its reasonable discretion, shall deem appropriate under the circumstances, but failure to honor any request by Debtor shall not of itself be deemed to be a failure to exercise reasonable care. The Collateral Agent shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve, or maintain any security interest given to secure the Obligations, except to the extent expressly required by applicable law or expressly agreed to in writing by the Collateral Agent.

10. Notices. All notices or demands by any party relating to this Agreement or any of the Transaction Documents shall be as provided in the Notices provisions of the Securities Purchase Agreement, which provisions are incorporated by reference.

11. Choice of Law; Consent to Jurisdiction; Dispute Resolution. The validity of this Agreement, its construction, interpretation and enforcement, and the rights of the parties hereunder and concerning the Collateral, shall be determined under, governed by and construed in accordance with the laws of the State of New York as applied to contracts made and to be performed entirely within such State, without regard to the conflicts of laws provisions thereof; provided, however, that to the extent the validity, perfection, priority or enforcement of any security interest granted hereunder in respect of any Collateral is governed by the laws of another jurisdiction, including applicable provisions of the Uniform Commercial Code, the laws of such jurisdiction shall govern solely with respect to such matters. Notwithstanding anything to the contrary contained herein, the parties expressly acknowledge and agree that the Governing Law; Dispute Resolution; Remedies provisions of the Securities Purchase Agreement shall govern any dispute, claim or controversy arising out of or relating to this Agreement or any of the Transaction Documents, including without limitation arbitration, forum selection, jurisdiction, service of process, waiver of jury trial, remedies, and the availability of equitable relief, and such provisions are hereby incorporated by reference as if set forth herein in their entirety.

12. General Provisions.

(a) Effectiveness. This Agreement shall be binding and deemed effective against Debtor when executed by Debtor and the Collateral Agent.

(b) Successors and Assigns. This Agreement shall bind and inure to the benefit of the successors and permitted endorsees, transferees and assigns of the Collateral Agent. Debtor shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Collateral Agent, and any such assignment shall be absolutely void.

(c) Section Headings. Section headings are for convenience only.

(d) Interpretation. No uncertainty or ambiguity herein shall be construed or resolved against the Collateral Agent or Debtor, whether under any rule of construction or otherwise. This Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

(e) Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(f) Entire Agreement; Amendments. This Agreement and the agreements and documents referenced herein contain the entire understanding of the parties with respect to the subject matter covered herein and supersede all prior agreements, negotiations and understandings, written or oral, with respect to such subject matter. No provision of this Agreement shall be waived or amended other than by an instrument in writing signed by Debtor and the Collateral Agent.

(g) Good Faith. The parties intend and agree that their respective rights, duties, powers, liabilities and obligations shall be performed, carried out, discharged and exercised reasonably and in good faith.

(h) Waiver and Consent. No delay or omission on the part of the Collateral Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver by the Collateral Agent of a provision of this Agreement or any other agreement between or among the parties shall not prejudice or constitute a waiver of the Collateral Agent’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by the Collateral Agent, nor any course of dealing between the Collateral Agent and Debtor, shall constitute a waiver of any of the Collateral Agent’s rights or of any of Debtor’s obligations as to any future transactions. Whenever the consent of the Collateral Agent is required under this Agreement, the granting of such consent by the Collateral Agent in any instance shall not constitute continuing consent to subsequent instances where such consent is required, and in all cases such consent may be granted or withheld in the reasonable discretion of the Collateral Agent.

(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement.

(j) Termination. Upon full satisfaction or other termination of the Obligations (i) the Collateral Agent shall reasonably promptly release and return to Debtor all of the Collateral then in its possession and any and all certificates and other documentation then in its possession representing or relating to the Collateral and (ii) the security interests provided for under this Agreement shall be terminated and of no further force and effect. At Debtor’s expense, the Collateral Agent shall take all actions reasonably requested by Debtor in connection with the foregoing, including filing or authorizing the filing of customary UCC termination statements and other lien releases.

(k) Consent of Debtor as Issuers of Pledged Equity. Debtor/issuer of Pledged Equity party to this Agreement hereby acknowledges, consents and agrees to the grant of the security interests in such Pledged Equity pursuant to this Agreement, together with all rights accompanying such security interest as provided by this Agreement and applicable law, notwithstanding any anti-assignment provisions in any operating agreement, limited partnership agreement or similar organizational or governance documents of such issuer.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized persons on the date first written above.

[signature page to Security Agreement]

EXHIBIT A

COLLATERAL

All of the right, title and interest of Debtor in and to the following property, wherever located and whether now owned by Debtor or hereafter acquired by Debtor, excluding in all cases all Excluded Intellectual Property Assets:

1. All accounts, chattel paper, contracts, contract rights, accounts receivable, tax refunds, tax credits, Notes receivable, Pledged Equity, documents, choses in action and general intangibles, including, but not limited to, proceeds of inventory and returned goods and proceeds from the sale of goods and services, and all rights, liens, securities, guaranties, remedies and privileges related thereto, including the right of stoppage in transit and rights and property of any kind forming the subject matter of any of the foregoing;

2. All certificates of deposit and all time, savings, demand, or other deposit accounts in the name of Debtor or in which Debtor has any right, title or interest, including but not limited to all sums now or at any time hereafter on deposit, and any renewals, extensions or replacements of and all other property which may from time to time be acquired directly or indirectly using the proceeds of any of the foregoing;

3. All inventory and equipment of every type or description wherever located, including, but not limited to all raw materials, parts, containers, work in process, finished goods, goods in transit, wares, merchandise, furniture, fixtures, hardware, machinery, tools, parts, supplies, automobiles, trucks, other intangible property of whatever kind and wherever located associated with the Debtor’s business, tools and goods returned for credit, repossessed, reclaimed or otherwise reacquired by Debtor;

4. All documents of title and other property from time to time received, receivable or otherwise distributed in respect of, exchange or substitution for or addition to any of the foregoing including, but not limited to, any documents of title;

5. All labels, permits and approvals held by Debtor, and all other intangible property of Debtor, in each case solely to the extent that the foregoing do not constitute Excluded Intellectual Property Assets;

6. All assets of any type or description that may at any time be assigned or delivered to or come into possession of Debtor for any purpose for the account of Debtor or as to which Debtor may have any right, title, interest or power, and property in the possession or custody of or in transit to anyone for the account of Debtor, as well as all proceeds and products thereof and accessions and annexations thereto, provided, however, that “assets” as referred to in this Section 6, shall expressly exclude any personally identifiable information or other customer data that the Debtor is prohibited from pledging or assigning under applicable law, data protection regulations, or contractual obligations.;

7. Debtor’s tangible and intangible personal property assets, including, but not limited to, all of the following: (i) all accounts, health-care-insurance receivables, cash and currency, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, investment property, Negotiable Collateral, loans receivable, motor vehicles, Pledged Equity, goods, supporting obligations, Debtor’s Books, and such other assets of Debtor as may hereafter arise or Debtor may hereafter acquire or in which the Collateral Agent may from time-to-time obtain a security interest, and (ii) the proceeds of any of the foregoing, including, but not limited to, proceeds of insurance covering the foregoing or any portion thereof, but excluding proceeds that themselves constitute Excluded Intellectual Property Assets; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Collateral does not include any “hazardous waste” as that term is defined under 42 U.S.C. section 6903(5), as such section may be from time to time amended, or under any regulations thereunder; and

8. All proceeds (including but not limited to insurance proceeds), products of, and accessions and annexations of any of the foregoing.