Exhibit
10.6


 


SECURITY
AGREEMENT


 


THIS
SECURITY AGREEMENT (this “Agreement”), dated as of August 27, 2021, is made by AIPHARMA ASIA LIMITED, a company formed
under the laws of Hong Kong (“Grantor”) in favor of ADITXT, INC., a Delaware corporation (“Secured Party”),
with reference to the following facts:


 


RECITALS


 


A. Secured
Party extended certain financial accommodations to AIPHARMA GLOBAL HOLDINGS LLC, a Delaware limited liability company, AIPHARMA HOLDINGS
LIMITED, a company formed under the laws of the British Virgin Islands and Grantor (individually and collectively, “Company”),
pursuant to the Secured Credit Agreement, of even date herewith (as amended, the “Credit Agreement”).


 


B. Grantor
has directly benefited from the financial accommodations provided to Company and, in order to induce Lender to provide such accommodations,
Grantor has agreed to grant to Secured Party a continuing security interest in the Collateral (defined below) in order to secure the
prompt and complete payment, observance and performance of the Obligations (defined below).


 


AGREEMENT


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and incorporating the recitals
set forth above, Grantor hereby jointly and severally represents, warrants, covenants, agrees, assigns and grants as follows:


 


		1.	Definitions.
                                            Terms defined in the Delaware Uniform Commercial Code (the “UCC”) and
                                            not otherwise defined in this Agreement shall have the meanings defined for those terms in
                                            the UCC. As used in this Agreement, the following terms shall have the meanings respectively
                                            set forth after each:



 


“Collateral”
means and includes all present and future right, title and interest of Grantor in or to any of the following assets to the maximum extent
permitted by applicable law:


 


		(1)	accounts;
                                            and



 


		(2)	all
                                            books and records, proceeds and products of the foregoing.



 


“Event
of Default” shall occur upon the occurrence of an “Event of Default” under the Credit Agreement.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents.


 


“Loan
Documents” has the meaning given to it in the Credit Agreement.


 


“Obligations”
has the meaning given to it in the Credit Agreement.


 


“Person”
means any individual, corporation, joint venture, limited liability company, partnership, trust, unincorporated organization or governmental
entity or agency.


 


		2.	Security
                                            Agreement. For valuable consideration, Grantor hereby assigns and pledges to Secured
                                            Party, and grants to Secured Party a security interest in, all presently existing and hereafter
                                            acquired Collateral, as security for the timely payment and performance of the Obligations.
                                            Grantor authorizes Secured Party to file on behalf of Grantor any financing statement, amendment
                                            thereto or continuation thereof.



 






     


     


    

 


		3.	Rights
                                            Upon Event of Default. Upon the occurrence of an Event of Default, Lender may from time
                                            to time, without notice of election and without demand, enter upon any premises where Collateral
                                            is located; and exercise any or all rights and remedies available under the Loan Documents,
                                            at law and/or in equity including, without limitation, the rights and remedies of a secured
                                            party under the UCC. The rights and remedies of Lender under this Agreement and the other
                                            Loan Documents shall be cumulative. Lender shall have all other rights and remedies not inconsistent
                                            herewith as provided by Law, or in equity. No exercise by Lender of one right or remedy shall
                                            be deemed an election, and no waiver by Lender of any default on Grantors' part shall be
                                            deemed a continuing waiver. No delay by Lender shall constitute a waiver, election or acquiescence.



 


		4.	Waivers
                                            and Consents. Grantor consents and agrees that Secured Party may, at any time and from
                                            time to time, without notice or demand, and without affecting the enforceability of this
                                            Agreement:



 


		a)	supplement,
                                            modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the
                                            terms of the Obligations or any part thereof;



 


		b)	supplement,
                                            modify, amend or waive, or enter into or give any agreement, approval or consent with respect
                                            to, the Obligations or any part thereof or the Loan Documents or any additional guaranties,
                                            or any condition, covenant, default, remedy, right, representation or term thereof or thereunder;



 


		c)	accept
                                            new or additional instruments, documents or agreements in exchange for or relative to any
                                            of the Loan Documents or the Obligations or any part thereof;



 


		d)	accept
                                            partial payments on the Obligations;



 


		e)	release
                                            Company, any guarantor or any other Person from any liability with respect to the Obligations
                                            or any part thereof;



 


		f)	settle,
                                            release on terms satisfactory to Secured Party or by operation of applicable laws or otherwise
                                            liquidate or enforce any Obligations or guaranty therefor in any manner; and



 


		g)	consent
                                            to the merger, change or any other restructuring or termination of the corporate existence
                                            of Company, and correspondingly restructure the Obligations, and any such merger, change,
                                            restructuring or termination shall not affect the liability of Grantor.



 






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Secured
Party may enforce this Agreement independently of any other remedy Secured Party at any time may have or hold in connection with the
Obligations, and it shall not be necessary for Secured Party to marshal assets in favor of Grantor or any other Person or to proceed
upon or against and/or exhaust any remedy before proceeding to enforce this Agreement. Grantor expressly waives, any right to require
Secured Party to marshal assets in favor of Grantor or any other Person or to proceed against any other Person, and agrees that Secured
Party may proceed against any Person in such order as it shall determine in its sole and absolute discretion. Secured Party may file
a separate action or actions against Company and Grantor, whether action is brought or prosecuted with respect to any other Person, or
whether any other Person is joined in any such action or actions. Grantor agrees that Secured Party and Company and any other Person
may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing
between any of them, in any manner whatsoever, all without in any way altering or affecting this Agreement. Secured Party's rights hereunder
shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid
on account of the Obligations which thereafter shall be required to be restored or returned by Secured Party upon the bankruptcy, insolvency
or reorganization of Company or any other Person or otherwise, all as though such amount had not been paid. The enforceability of this
Agreement at all times shall remain effective even though the Obligations, including any part thereof may be or hereafter may become
invalid or otherwise unenforceable as against Company or any other Person and whether or not Company or any other Person shall have any
personal liability with respect thereto. Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason
of (i) any disability or other defense of Company or any other Person with respect to the Obligations, (ii) the cessation for any
cause whatsoever of the liability of Company or any other Person (other than by reason of the full payment and performance of all Obligations),
(iii) any failure of Secured Party to marshal assets in favor of Grantor or any other Person, (iv)  any act or omission of
Secured Party or others that directly or indirectly results in or aids the discharge or release of Company or any other Person or the
Obligations, (v) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other
respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal
obligation, (vi) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any
Person, or (vii) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding
commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Obligations (or
any interest thereon) in or as a result of any such proceeding. Except as provided herein, Grantor expressly waives all setoffs and counterclaims
and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices
of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance
of this Agreement or of the existence, creation or incurring of new or additional Obligations, except for those arising from or relating
to the gross negligence or willful misconduct of Secured Party.


 


		5.	Condition
                                            of Company. Grantor represents and warrants to Secured Party that it has established
                                            adequate means of obtaining from the Company, on a continuing basis, financial and other
                                            information pertaining to the business, operations and condition (financial and otherwise)
                                            of the Company and its assets, and Grantor now is and hereafter will be completely familiar
                                            with the business, operations and condition (financial and otherwise) of the Company and
                                            its assets. Grantor hereby expressly waives and relinquishes any duty on the part of Secured
                                            Party to disclose to Grantor any matter, fact or thing related to the businesses, operations
                                            or condition (financial or otherwise) of the Company and its assets, whether now known or
                                            hereafter known by Secured Party during the life of this Agreement. With respect to any of
                                            the Obligations, Secured Party need not inquire into the powers of Company, or the officers
                                            or employees acting or purporting to act on its behalf, and all Obligations made or created
                                            in good faith reliance upon the professed exercise of such powers shall be secured hereby.



 


		6.	Waiver
                                            of Rights of Subrogation. Until all of the Obligations have been paid and performed in
                                            full, notwithstanding anything to the contrary elsewhere contained herein or in any other
                                            Loan Document to which Grantor is a party, Grantor hereby waives with respect to the Company,
                                            its successors and assigns (including any surety) and any other Person any and all rights
                                            at law or in equity, to subrogation, to reimbursement, to exoneration, to indemnity, to contribution,
                                            to setoff or to any other rights that could accrue to a surety against a principal, to a
                                            guarantor against a maker or obligor, to an accommodation party against the party accommodated,
                                            or to a holder or transferee against a maker and which Grantor may have or hereafter acquire
                                            against Company in connection with or as a result of Grantor's execution, delivery and/or
                                            performance of this Agreement or any other Loan Document to which Grantor is a party.



 






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		7.	Waiver
                                            of Discharge. Without limiting the generality of the foregoing, Grantor hereby waives
                                            discharge by waiving all defenses based on suretyship or impairment.



 


		8.	Understandings
                                            with Respect to Waivers and Consents. Grantor warrants and agrees that each of the waivers
                                            and consents set forth herein is made after consultation with legal counsel and with full
                                            knowledge of its significance and consequences, with the understanding that events giving
                                            rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights
                                            which Grantor otherwise may have against Company, Secured Party or others and that, under
                                            the circumstances, the waivers and consents herein given are reasonable and not contrary
                                            to public policy or law. If any of the waivers or consents herein are determined to be contrary
                                            to any applicable law or public policy, such waivers and consents shall be effective to the
                                            maximum extent permitted by law.



 


		9.	Miscellaneous
                                            Provisions. Article VIII of the Credit Agreement is hereby incorporated herein by this
                                            reference mutatis mutandis. Without limiting the foregoing, Grantor agrees that this
                                            Agreement shall be interpreted in accordance with Delaware law and that any dispute will
                                            be determined by and arbitral tribunal in accordance with Section 8.09(c) of the Credit Agreement
                                            on the “side” of the Borrower.



 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, Grantor has executed this Agreement by its duly authorized officer as of the date first written above.


 





	 	“Grantor”
	 	 
	 

     
	AIPHARMA ASIA LIMITED, a company formed
    under the laws of Hong Kong
	 	 
	 	By:	/s/
    Alessandro Gadotti
	 	Name: 	Alessandro Gadotti
	 	Title:	Authorized Representative


 


	 	Acknowledged and accepted:
	 	 
	 	“Secured Party”
	 	 	 
	 	ADITXT, INC., a Delaware corporation
	 	 	 
	 	By:	/s/ Amro
    Albanna
	 	Name: 	Amro Albanna
	 	Title:	Chief Executive Officer


 


[Signature
Page to Security Agreement – DE Law]