PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this
"Security Agreement") is entered into as of March 23, 2015 by and between INFUSYSTEM HOLDINGS, INC., a Delaware corporation, INFUSYSTEM HOLDINGS USA, INC., a Delaware corporation, INFUSYSTEM, INC., a California corporation,
FIRST BIOMEDICAL, INC., a Kansas corporation, and IFC LLC, a Delaware limited liability company (each a "Grantor" or "Borrower", and collectively, the "Grantors" or "Borrowers"),
and JPMORGAN CHASE BANK, N.A. (the "Lender"), on behalf of the Lender and the other Secured Parties.
The Grantors, any other Loan Parties, if any, party thereto, and the Lender are entering into a Credit Agreement dated as of
the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Each Grantor (including any other Grantor joining this Security Agreement from time to time) is entering
into this Security Agreement in order to induce the Lender to enter into and extend credit to the Borrowers under the Credit Agreement.
ACCORDINGLY, the Grantors and the Lender, on behalf of the Secured Parties, hereby agree as follows:
1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.
1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise
defined in this Security Agreement are used herein as defined in the UCC.
1.3. Definitions of Certain Terms Used Herein. As used
in this Security Agreement, in addition to the terms defined in the first paragraph hereof and in the Preliminary Statement, the following terms shall have the following meanings:
"Accounts" shall have the meaning set forth in Article 9 of the UCC.
"Article" means a numbered article of this Security Agreement, unless another document is specifically referenced.
"Chattel Paper" shall have the meaning set forth in Article 9 of the UCC.
"Collateral" shall have the meaning set forth in Article II.
"Collateral Access Agreement" means any landlord waiver or other agreement, in form and substance reasonably satisfactory to
the Lender, between the Lender and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral is located, as such landlord
waiver or other agreement may be amended, restated, supplemented or otherwise modified from time to time.
Report" means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Lender with respect to the Collateral pursuant to any Loan Document.
"Commercial Tort Claims" means the commercial ton claims as defined in Article 9
of the UCC, including each commercial tort claim specifically described on Exhibit I.
"Control" shall have the meaning
set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.
"Copyrights" means, with respect to any Person, all of such Persons right, title, and interest in and to the following:
(a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments
now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of
any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.
Control Agreement" means an agreement, in form and substance reasonably satisfactory to the Lender, among any Grantor, a banking institution holding such Grantors funds, and the Lender with respect to collection and control of all
deposits and balances held in a deposit account maintained by such Grantor with such banking institution.
Accounts" shall have the meaning set forth in Article 9 of the UCC.