PCSUPPORT.COM, INC. AND ICE HOLDINGS NORTH AMERICA ARIZONA SECURITY AGREEMENT Introduction: The Arizona Security Agreement is a binding legal document that outlines the terms and conditions related to the provision of security for various obligations between PCSupport.com, Inc. (hereinafter referred to as "Support") and ICE Holdings North America (hereinafter referred to as "ICE Holdings"). This agreement is designed to ensure the protection of both parties involved in their business relationship. Types of Arizona Security Agreement: 1. General Security Agreement: The General Security Agreement defines the overall security arrangements between Support and ICE Holdings. It encompasses a wide range of assets and properties as collateral to secure obligations, both present, and future, incurred by Support. This agreement ensures that ICE Holdings has a claim over specific assets in the event of a default by Support. 2. Financing Statement: Under the Arizona Security Agreement, Support agrees to create a financing statement as a formal notice to third parties about ICE Holdings' security interest in specific assets. This document is filed with the appropriate authorities to establish ICE Holdings' priority over other creditors and to prevent disputes related to ownership of the collateral. 3. Intellectual Property Security Agreement: In situations where Support possesses valuable intellectual property, such as patents, trademarks, or copyrights, an Intellectual Property Security Agreement is established. This agreement grants ICE Holdings a security interest over these intangible assets, ensuring that they can be used to satisfy any obligations Support may have towards ICE Holdings. 4. Receivables Financing Agreement: In a Receivables Financing Agreement, Support pledges its accounts receivable as collateral to secure financial support from ICE Holdings. By doing so, Support allows ICE Holdings to collect funds directly from the receivables if Support fails to meet its obligations. This type of agreement provides liquidity for Support while ensuring repayment security for ICE Holdings. 5. Subordination Agreement: A Subordination Agreement is reached when Support has already granted security to another creditor, and subsequently, enters into an Arizona Security Agreement with ICE Holdings. This agreement ensures that the claims of the previous creditor supersede that of ICE Holdings in case of default or bankruptcy by Support. Key Provisions and Terms: The Arizona Security Agreement consists of several crucial components, including: — Identification of the collateral being pledged, such as specific assets, intellectual property, or accounts receivable, which will be used as security for the obligations. — The exact nature of the obligations towards ICE Holdings, which may include loans, advances, or any other debt owed. — Clear provisions regarding the rights and obligations of both Support and ICE Holdings in case of default, including remedies, enforcement, and collection procedures. — A detailed description of events that would constitute a default, such as failure to make payments, violation of other terms of the agreement, or insolvency. — Mechanisms for the release of collateral and termination of the agreement upon successful fulfillment of the obligations. — For cross-collateralization, the agreement may provide a list of collateral that is mutually agreed upon by both parties. Conclusion: The Arizona Security Agreement between PCSupport.com, Inc. and ICE Holdings North America lays out the terms and conditions of securing obligations and protecting the rights of both parties. It encompasses various types of agreements tailored to specific circumstances, ensuring proper lateralization, and enabling ICE Holdings to safeguard its interests.