Exhibit
10.2


 


SECURITY
AGREEMENT


 


This
Security Agreement, dated as of May 12, 2021 (the “Agreement”) is made by and among Theralink
Technologies, Inc., a corporation duly organized and validly existing under the laws of Nevada (together with its Subsidiaries,
the “Company”), Ashton Capital Corporation and any other party who may sign a Secured Party signature
page attached hereto (each, a “Secured Party”, and collectively, the “Secured
Parties”), and Ashton Capital Corporation, as agent for the Secured Parties (in such capacity, together with
its successors in such capacity, the “Agent”).


 


WHEREAS,
pursuant to a securities purchase agreement, dated the date hereof, by and among the Company and the Purchasers signatories thereto
(the “Purchase Agreement”), the Company contemplates issuing convertible secured promissory notes,
in substantially the form attached hereto as Exhibit A (the “Notes”) to Ashton Capital Corporation
as part of the transactions contemplated by the Purchase Agreement, and all of such Notes issued pursuant to the Purchase Agreement
will be secured by first priority security interests in certain of the assets of the Company.


 


NOW
THEREFORE, in order to induce the Secured Parties to enter into the Notes, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company has agreed to pledge and grant a continuing security
interest in the Collateral (as hereinafter defined) as security for the Secured Obligations (as hereinafter defined). Accordingly,
the parties hereto agree as follows:


 


Section
1. Definitions. Each capitalized term used herein and not otherwise defined shall have the meaning assigned to
such term in the Notes or the Purchase Agreement, as applicable. In addition, as used herein:


 


“Agent”
shall mean Ashton Capital Corporation and its successors who succeed to its duties hereunder as agent for the Secured
Parties, with respect to the rights of the Secured Parties hereunder and under the other Collateral Documents.


 


“Collateral”
shall have the meaning ascribed thereto in Section 3 hereof.


 


“Event
of Default” shall have the meaning ascribed thereto in Section 3 of the Notes.


 


“Excluded
Collateral” shall mean the assets listed on Annex 2 hereto.


 


“Secured
Obligations” shall mean, collectively, the principal of and interest on the Notes issued or issuable (as applicable)
by the Company and held by the applicable Secured Party, and all other amounts from time to time owing to such Secured Parties
by the Company under this Agreement, the Purchase Agreement and the Notes.


 


“Secured
Parties” shall have the meaning defined in the preamble to this Agreement, provided that all of such parties have
purchased Notes, or other securities contemplated in the Purchase Agreement or other agreements which have been accepted and countersigned
by the Company; provided, that such term also shall include, as to the benefits, rights and obligations herein, the successors
and assigns of any Secured Party.


 


“Subsidiary”
or “Subsidiaries” of the Company shall mean any entity whose equity interests are owned entirely by the Company.


 


“Transaction
Agreements” shall mean this Agreement, the Purchase Agreement, the Notes and all ancillary documents referred to
in those agreements, and each of those agreements as may be amended.


 




    	 



    	 	 



    




 


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect in the State of Florida from time to time;
provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection,
priority, or remedies with respect to Agent’s and the Secured Parties’ lien on any Collateral is governed by the Uniform
Commercial Code as enacted and in effect in a jurisdiction other than the State of Florida, the term “Uniform Commercial
Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of
the provisions thereof relating to such attachment, perfection, priority, or remedies.


 


Section
2. Representations and Warranties of the Company. The Company represents and warrants to each of the Secured Parties
that the Company is the sole beneficial owner of the Collateral and no Lien exists or will exist upon any Collateral at any time,
except for Permitted Liens and the pledge and security interest in favor of each of the Secured Parties created or provided for
herein, which pledge and security interest constitutes a first priority perfected pledge and security interest in and to all of
the Collateral.


 


Section
3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations, the Company hereby acknowledges, agrees and confirms that (i) Agent, on behalf of the
Secured Parties as hereinafter provided, shall continue to have a security interest in and lien upon and, (ii) to the extent not
otherwise previously granted to Agent, Company hereby pledges, grants, assigns, hypothecates and transfers to the Agent, on behalf
of the Secured Parties as hereinafter provided, a first priority security interest in and lien upon all of the Company’s
laboratory equipment set forth on Annex 2, except for the Excluded Collateral (all of the foregoing except the Excluded
Collateral being collectively referred to herein as “Collateral”).


 


Section
4. Further Assurances; Remedies. In furtherance of the grant of the pledge and security interest pursuant to Section
3 hereof, the Company hereby agrees with the Agent and each of the Secured Parties as follows:


 


4.01
Delivery and Other Perfection. The Company shall:


 


	 	a.	give,
    execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other papers that may
    be necessary or desirable (in the reasonable judgment of the Agent) to create, preserve, maintain, perfect or validate any
    security interest previously granted or granted pursuant hereto or to enable the Agent to exercise and enforce its rights
    hereunder with respect to such security interest, including, without limitation, upon the occurrence and continuance of an
    Event of Default, causing any or all of the Collateral to be transferred of record into the name of the Agent or its nominee;
	 	 	 
	 	b.	keep
    accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as
    the Agent may reasonably require in order to reflect the security interests granted by this Agreement; and
	 	 	 
	 	c.	permit
    representatives of the Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts
    from its books and records pertaining to the Collateral, and permit representatives of the Agent to be present at the Company’s
    place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of
    any notices or communications by the Company with respect to the Collateral, all in such manner as the Agent may reasonably
    require.



 



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4.02
Other Financing Statements and Liens. Except with respect to liens in connection with any Senior Indebtedness
or as otherwise permitted under the Notes or the Purchase Agreement, without the prior written consent of the Agent, the Company
shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing
statement or like instrument with respect to the Collateral in which the Agent is not named as the sole secured party for the
benefit of each of the Secured Parties.


 


4.03
Events of Default, etc. Upon the occurrence and during the continuation of an Event of Default, the Agent may,
and at the request of the Secured Parties (acting together) shall, exercise any or all of the following rights and remedies:


 


	 	a.	require
    the Company to (and, upon such request, the Company shall) assemble and make available to the Agent the Collateral and all
    books and records relating thereto at such place or places, reasonably requested by the Agent, whether at the Company’s
    premises or elsewhere;
	 	 	 
	 	b.	the
    Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend
    the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
	 	 	 
	 	c.	the
    Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial
    Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional
    rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and
    remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise
    all voting, consensual and other powers of ownership pertaining to the Collateral as if the Agent were the sole and absolute
    owner thereof (and the Company agrees to take all such action as may be appropriate to give effect to such right);
	 	 	 
	 	d.	the
    Agent in its discretion may, in its name or in the name of the Company or otherwise, demand, sue for, collect or receive any
    money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under
    no obligation to do so; and
	 	 	 
	 	e.	the
    Agent may, upon ten (10) days’ prior written notice to the Company of the time and place, with respect to the Collateral
    or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Agent, or
    any of its respective agents, sell, lease, assign or otherwise dispose of all or any of such Collateral, at such place or
    places as the Agent deems best, and for cash or on credit or for future delivery (without thereby assuming any credit risk),
    at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time
    or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Agent or
    anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public
    sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim
    or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Company, any such
    demand, notice or right and equity being hereby expressly waived and released. The Agent may, without notice or publication,
    adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place
    fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned.


 




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The
proceeds of each collection, sale or other disposition under this Section 4.03, shall be applied in accordance with Section 4.06
hereof.


 


4.04
Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section
4.03 hereof are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations,
the Company shall remain liable for any deficiency.


 


4.05
Removals, etc. Without at least thirty (30) days’ prior written notice to the Agent or unless otherwise
required by law, the Company shall not (i) maintain any of its books or records with respect to the Collateral at any office or
maintain its chief executive office or its principal place of business at any place, or permit any Collateral to be located anywhere
other than at one of the locations identified in Annex 3 hereto or in transit from one of such locations to another;
or (ii) change its corporate name, or the name under which it does business, from the name shown on the signature page hereto.


 


4.06
Application of Proceeds. Except as otherwise herein expressly provided, the proceeds of any collection, sale
or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Agent under
this Section 4, shall be applied by the Agent:


 


First,
to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket
costs and expenses of the Agent and the fees and expenses of its agents and counsel, and all expenses, and advances made or incurred
by the Agent in connection therewith;


 


Next,
to the payment in full of the Secured Obligations in each case equally and ratably in accordance with the respective amounts
thereof then due and owing to each of the Secured Parties; and


 


Finally,
to the payment to the Company, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus
then remaining.


 


As
used in this Section 4, “proceeds” of Collateral shall mean cash, securities and other property realized
in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation
or adjustment of debt of the Company or any issuer of or obligor on any of the Collateral.


 


4.07
Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Agent while no Event
of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, the Agent is
hereby appointed the attorney-in-fact of the Company for the purpose of carrying out the provisions of this Section 4 and taking
any action and executing any instruments which the Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing,
so long as the Secured Parties shall be entitled under this Section 4 to make collections in respect of the Collateral, the Agent
shall have the right and power to receive, endorse and collect all checks made payable to the order of the Company representing
any dividend, payment, or other distribution in respect of the Collateral or any part thereof and to give full discharge for the
same.


 




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4.08
Perfection. Prior to or concurrently with the execution and delivery of this Agreement, the Company shall file
such financing statements and other documents in such offices as may be necessary (including any such offices as the Agent may
request) to perfect or maintain the security interests granted by Section 3 of this Agreement; and without limiting the Company’s
obligations with respect to perfection of the security interests, the Company hereby authorizes the Agent to file all such financing
statements and other documents (and ratifies any previously filed financing statements and other documents filed by the Agent
on behalf of the Secured Parties) on behalf of the Secured Parties.


 


4.09
Termination. When all Secured Obligations shall have been paid in full under each of the Notes, this Agreement
shall terminate, and the Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any
recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the
order of the Company and to be released and cancelled all licenses and rights referred to in Section 4.03(a)(1) hereof. The Agent
shall also execute and deliver to the Company upon such termination such Uniform Commercial Code termination statements and such
other documentation as shall be reasonably requested by the Company, at the Company’s expense, to effect the termination
and release of the liens on the Collateral.


 


4.10
Expenses. The Company agrees to pay to the Agent all out-of-pocket expenses (including reasonable expenses for
legal services of every kind) of, or incident to, the enforcement of any of the provisions of this Section 4, or performance by
the Agent of any obligations of the Company in respect of the Collateral which the Company has failed or refused to perform upon
reasonable notice, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect
of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Agent in respect
thereof, by litigation or otherwise, including expenses of insurance, and all such expenses shall be Secured Obligations to the
Agent secured under Section 3 hereof. Each Secured Party agrees to advance to the Agent his/her/it’s pro rata share of any
funds requested by the Agent to carry out the intent and purposes of this Agreement according to each Secured Party’s pro
rata share of the total aggregate principal amount outstanding under the Notes at the time such request for advance is made. Any
such advances will be refunded to the Secured Parties to the extent the Company reimburses the Agent for its expenses or the Agent
makes recoveries from the disposition of the Company’s assets, in each case, similarly in such Secured Party’s pro
rata share.


 


4.11
Further Assurances. The Company agrees that, from time to time upon the written request of the Agent, the Company
will execute and deliver such further documents and do such other acts and things as the Agent may reasonably request in order
fully to effect the purposes of this Agreement.


 


4.12
Subordination. The Secured Parties agree that all payments on account of the Secured Obligations shall be subordinated
and subject in right of payment, to the extent and manner set forth herein, to the prior payment in full in cash or cash equivalents
of any existing or future Senior Indebtedness of the Company. “Senior Indebtedness” shall mean any (i) indebtedness,
liabilities and other obligations of the Company or with respect to which the Company is a guarantor, to banks, insurance companies
or other lending or thrift institutions regularly engaged in the business of lending money, whether or not secured, (ii) indebtedness,
liabilities and other obligations of the Company under any line of credit or revolving credit facility and (iii) any deferrals,
renewals or extensions or any debentures, notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness.
Upon request from the Company, each Secured Party will agree to execute and deliver a subordination agreement and/or an intercreditor
agreement, in a form reasonably acceptable to any banks, insurance companies or other lending or thrift institutions holding Senior
Indebtedness, subordinating the Secured Party’s interests in the Collateral to the interests of any banks, insurance companies
or other lending or thrift institutions holding Senior Indebtedness. Upon any receivership, insolvency, assignment for the benefit
of creditors, bankruptcy, reorganization, or arrangement which creditors (whether or not pursuant to bankruptcy or other insolvency
laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities
of the Company or in the event the Notes shall be due and payable (including upon maturity), (i) no amount shall be paid by the
Company, whether in cash or property in respect of the principal of or interest on the Notes at the time outstanding, unless and
until the full amount of any Senior Indebtedness then outstanding shall be paid in full, and (ii) no claim or proof of claim shall
be filed with the Company by or on behalf of the Secured Parties which shall assert any right to receive any payments in respect
of the principal of and interest on the Notes except subject to the payment in full all of the Senior Indebtedness then outstanding.
If an event of default has occurred with respect to any Senior Indebtedness, permitting the holder thereof to accelerate the maturity
thereof, then unless and until such event of default shall have been cured or waived or shall have ceased to exist, or all Senior
Indebtedness shall have been paid in full, no payment shall be made in respect of the principal of or interest on the Notes and
no action shall be taken with respect to the Collateral


 




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Section
5. The Agent


 


5.01
Appointment of Agent. Each Secured Party agrees to appoint Ashton Capital Corporation as its Agent for purposes
of this Agreement. Each of Secured Party hereby authorizes the Agent to take such action and to exercise such powers hereunder
as provided herein or therein or as requested to or consented by the Secured Parties (acting together), together with such powers
as are reasonably incidental thereto. Subject to the provisions of this Agreement, the Agent will not take any action contrary
to the express written instructions of the Secured Parties (acting together) and will take any lawful action prescribed in express
written instructions of the Secured Parties (acting together). The provisions of this Section 5 are solely for the benefit of
the Agent and the Secured Parties, and the Borrower shall have no rights as a third party beneficiary of any such provisions.
The Agent may decline to take any action except upon the express written instructions of the Secured Parties (acting together)
and the Agent may request a written ratification by the Secured Parties (acting together) of any action taken by it under this
Agreement, which ratification shall not be unreasonably withheld, conditioned or delayed. The Agent shall not be obligated to
take any action, or engage in any course of conduct, if the Secured Parties are not in agreement as to such action or course of
conduct. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence
or misconduct of any such agents or attorneys-in-fact selected by it in good faith.


 


5.02
Powers and Duties. Subject to and upon the other terms and conditions contained herein that limit the
obligations or duties of the Agent, the duties and obligations of the Agent under this Agreement shall be those of a “collateral
agent” and shall consist of and be limited to: (i) acquiring, holding and enforcing the security interest granted by the
Company in the Collateral; (ii) selling, releasing, surrendering, realizing upon or otherwise dealing with, in any manner and
in any order, all or any portion of the Collateral, (iii) exercising (or refraining from exercising) any rights, remedies or powers
of the Agent under this Agreement, or under applicable law in respect of all or any portion of the Collateral, (iv) making any
demands or giving any notices hereunder, and (v) effecting amendments to or granting waivers or consents hereunder (as approved
by the Secured Parties).


 


5.03
Resignation and Removal. The Agent shall be entitled to resign at any time upon written notice to the Secured
Parties. Except as provided above, upon any such resignation, the Secured Parties shall have the right to appoint a successor
Agent by the vote of the Secured Parties holding a majority of the outstanding principal amounts of the Secured Obligations secured
by a pledge of the Collateral. If no successor Agent shall have been so appointed by such Secured Parties, and shall have accepted
such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring
Agent may, on behalf of the Secured Parties, appoint a successor Agent. Upon the acceptance of any appointment as the Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as the Agent under
this Agreement. After any retiring or the Agent’s resignation hereunder as the Agent, the provisions of Sections 5.01 through
5.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.


 




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5.04
Indemnity of Agent. Each of the Secured Parties severally agrees to indemnify the Agent in its capacity as such
(to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according
to its total aggregate principal amount outstanding under its Notes at the time of the event that gave rise to such reimbursement
or indemnity claim by the Agent under this Section 5.04 (or, if indemnification is sought after the date upon which all the Secured
Obligations shall have been paid in full, ratably in accordance with the total aggregate principal amount outstanding under its
Notes immediately prior to such date), from and against any and all claims, actions, judgments, damages, losses, liabilities,
costs and expenses or disbursements of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and
expenses) that may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement
or any transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with the
foregoing; provided that no Secured Party shall be liable for the payment of any claims, actions, judgments, damages, losses,
liabilities, costs and expenses or disbursements that are found by a court of competent jurisdiction to have resulted from the
Agent’s gross negligence, bad faith or willful misconduct or as a result of the Agent’s breach of its obligations
hereunder.


 


5.05
Compensation of Agent. The Agent shall not be entitled to any compensation for its duties as Agent unless all
of the Secured Parties have consented to such compensation.


 


5.06
Right to Realize on Collateral. Anything contained in any of the Transaction Agreements to the contrary
notwithstanding, the Borrower, the Agent and each Secured Party hereby agree that no Secured Party shall have any right individually
to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder and under
any of the Transaction Agreements may be exercised solely by the Agent, for the benefit of the Secured Parties in accordance with
the terms hereof and thereof.


 


Section
6. Miscellaneous.


 


6.01
No Waiver. No failure on the part of the Agent or any of its agents to exercise, and no course of dealing with
respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by the Agent or any of its agents of any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive
of any remedies provided by law.


 


6.02
Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of
Colorado.


 


6.03
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges
prepaid, or (d) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (ii) on the second business
day following the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each
case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be for (i) the Company at 15000 W. 6th Ave., #400, Golden, CO 80401, Telephone: 888-585-4923, (ii)
the Agent at 1201 Monster Road SW, Suite 350, Renton, WA 98057, and (iii) for each Secured Party as provided on the signature
page hereto. Any party hereto may from time to time change its address or facsimile number for notices under this Section by written
notice to the other parties.


 




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6.04
Waivers, etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing
duly executed by the Company and the Agent. Any such amendment or waiver shall be binding upon each of the Secured Parties and
the Company.


 


6.05
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors
and assigns of the Company and each of the Secured Parties (provided, however, that the Company shall not assign or transfer its
rights hereunder without the prior written consent of the Agent (acting on the approval of each of the Secured Parties).


 


6.06
Counterparts; Additional Secured Parties. This Agreement may be executed in any number of counterparts, all
of which together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart. In the event additional Secured Parties become holders of the Notes, such Secured Parties will become a
party to this Agreement by signing a counterpart to this Agreement in a form reasonably acceptable to the Agent, all of which
together shall be considered one and the same instrument. The Company shall provide a copy of each counterpart to this Agreement
executed by a Secured Party to the Agent.


 


6.07
Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest
extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall
be liberally construed in favor of the Secured Parties in order to carry out the intentions of the parties hereto as nearly as
may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity
or enforceability of such provision in any other jurisdiction.


 


6.08
Entire Agreement. This Agreement (together which each Annex hereto) and the other Transaction Agreements contains
the entire agreement and understanding by and between the parties hereto with respect to the subject matter hereof and their resulting
obligations to each other, as herein described; and it amends, restates and supersedes all prior agreements and understandings
between the parties to this Agreement relating to the subject matter hereof. No change or modification of this Agreement shall
be valid or binding unless the same is in writing and signed by the party intended to be so bound. No waiver of any provision
of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be
enforced. Moreover, no valid waiver of any provision of this Agreement, at any time, shall be deemed to be a waiver of any other
provision of this Agreement at such time, or shall be deemed to be a valid waiver of such provision at any other time.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed as of the day and year first above
written.


 


	The
                                            “Company”:





	 	The
                                            “Agent”:






	 	 	 	 	 
	THERALINK
                                            TECHNOLOGIES, inc





	 	Ashton
                                            Capital Corporation






	 	 	 	 
	By:	/s/ Mick
    Ruxin

        
	 	By:	

        
/s/ Yvonne Fors
	Name:	Mick
                                            Ruxin

        
	 	Name:	Yvonne
                                            Fors

        

	Title:	Chief
                                            Executive Officer
	 	Title:	VP
                                            of Finance

        



 







    	 



    	 	 



    

 


SECURITY
AGREEMENT


 


SECURED
PARTY SIGNATURE PAGE


 


IN
WITNESS WHEREOF, the undersigned Secured Party agrees to the terms and conditions of the above Security Agreement and hereby agrees
that the execution of this Secured Party Signature Page is intended and shall be deemed to constitute the execution of such Security
Agreement by the undersigned.


 


	Ashton
    Capital Corporation	 
	 	 	 
	By:
    	/s/ Yvonne
    Fors	 
	Name:	Yvonne
    Fors	 
	Title:
    	VP
    of Finance	 


 


Address
for Notices:


 


1201
Monster Road SW Suite 350


 


Renton,
WA 98057


 


Phone:
206-575-8436