Exhibit 10.4


 


 


 


 


Security Agreement






This
Security Agreement (this “Agreement”), dated as of May 20, 2022, is executed by Nemaura Medical Inc., a Nevada
corporation (“Nemaura”), Dermal Diagnostics Limited, a company incorporated in England and Wales (company no. 6795555)
(“Dermal Diagnostics”), and Trial Clinic Limited, a company incorporated in England and Wales (company no. 7490577)
(“Trial Clinic,” and together with Nemaura and Dermal Diagnostics, “Debtor”), in favor of Streeterville
Capital, LLC, a Utah limited liability company (“Secured Party”).


A.Debtor
has issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time, in the original
face amount of $6,015,000.00 (the “Note”).


B.In
order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and to grant
Secured Party a security interest in the Collateral (as defined below).


NOW, THEREFORE, in consideration
of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor
hereby agrees with Secured Party as follows:


1.
Definitions and Interpretation. When used in this Agreement, the following terms have the
following respective meanings:


“Collateral”
has the meaning given to that term in Section 2 hereof.


“Intellectual
Property” means all patents, trademarks, service marks, trade names, copyrights,
trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries,
published and unpublished works of authorship,
processes, any and all other proprietary rights, and all
rights corresponding to all of the foregoing
throughout the world, now owned and existing
or hereafter arising, created or acquired.


“Lien”
shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or
on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement,
capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement
or similar instrument under the UCC or comparable law of any jurisdiction.


“Obligations”
means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor or any of its affiliates
and/or subsidiaries to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising,
whether created by the Note, this Agreement, that certain Note Purchase Agreement of even date herewith, entered into by and between Debtor
and Secured Party (the “Purchase Agreement”), any other Transaction Documents (as defined in the Purchase Agreement),
any other agreement between Debtor or any affiliate or subsidiary of Secured Party) and Secured Party (or any affiliate of Secured Party)
or any other promissory note issued by Debtor (or any affiliate or subsidiary of Debtor) in favor of Secured Party (or any affiliate of
Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort,
statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired
by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys’
fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Note or in connection with the collection or
enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment of all
other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance
of the covenants and agreements of Debtor (or any of its affiliates or subsidiaries) contained in this Agreement and all other Transaction
Documents.


“Permitted Liens”
means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which
adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or arising under the other Transaction
Documents or prior agreements between Debtor and Secured Party.






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“UCC”
means the Uniform Commercial Code as in effect in the jurisdiction whose laws would govern the security interest in, including without
limitation the perfection thereof, and foreclosure of the applicable Collateral, or any equivalent laws in any other jurisdiction that
govern the grant of a security interest in the types of assets encumbered by this Agreement.


Unless otherwise defined
herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.


2.
Grant of Security Interest. As security for the Obligations, Debtor hereby pledges to Secured
Party and grants to Secured Party a first-position security interest under U.S. law and a first fixed charge under English law, as applicable,
in all right, title, interest, claims and demands of Debtor in and to the property described in Schedule A hereto, and all replacements,
proceeds, products, and accessions thereof (collectively, the “Collateral”).


3.
Authorization to File Financing Statements. Debtor hereby irrevocably authorizes Secured Party
at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction or other jurisdiction of Debtor
or its subsidiaries any financing statements or documents having a similar effect and amendments thereto that provide any other information
required by the Uniform Commercial Code (or similar law of any non-United States jurisdiction, if applicable) of such state or jurisdiction
for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Debtor is an organization,
the type of organization and any organization identification number issued to Debtor. Debtor agrees to furnish any such information to
Secured Party promptly upon Secured Party’s request.


4.
General Representations and Warranties. Debtor represents and warrants to Secured Party that
(a) Debtor is the owner of the Collateral and that no other person has any right, title, claim or interest (by way of Lien or otherwise)
in, against or to the Collateral, other than Permitted Liens, (b) upon the filing of UCC-1 financing statements with the appropriate state
office (or an equivalent in the appropriate foreign office), Secured Party shall have a perfected first-position security interest in
the Collateral to the extent that a security interest in the Collateral can be perfected by such filing, except for Permitted Liens, (c)
Debtor has received at least a reasonably equivalent value in exchange for entering into this Agreement, (d) Debtor is not insolvent,
as defined in any applicable state or federal statute, nor will Debtor be rendered insolvent by the execution and delivery of this Agreement
to Secured Party; and (e) as such, this Agreement is a valid and binding obligation of Debtor.


5.
Additional Covenants. Debtor hereby agrees:


5.1.
to perform all acts that may be necessary to maintain, preserve, protect and perfect in the Collateral,
the Lien granted to Secured Party therein, and the perfection and priority of such Lien;


5.2.
to procure, execute (including endorse, as applicable), and deliver from time to time any endorsements,
assignments, financing statements, certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary
or appropriate by Secured Party to perfect, maintain and protect Secured Party’s Lien hereunder and the priority thereof;


5.3.
to provide at least fifteen (15) days prior written notice to Secured Party of any of the following
events: (a) any changes or alterations of Debtor’s name, (b) any changes with respect to Debtor’s address or principal place
of business, (c) the formation of any subsidiaries of Debtor, or (d) any changes in location of the Collateral;


5.4.
upon the occurrence of an Event of Default (as defined in the Note) under the Note and, thereafter,
at Secured Party’s request, to endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s
request), assign and deliver any promissory notes and all other instruments, documents, or writings included in the Collateral to Secured
Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify;


 






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5.5.
to the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep
the Collateral at the principal office of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral
to any other locations without the prior written consent of Secured Party; 


5.6.
not to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any
interest therein (other than inventory in the ordinary course of business); 


5.7.
not to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral,
other than Permitted Liens;


5.8.
not to grant any license or sublicense
under any of its Intellectual Property, or enter
into any other agreement with respect to any of its
Intellectual Property, except in the ordinary course of Debtor’s
business;


5.9.
to the extent commercially reasonable and in Debtor’s
good faith business judgment: (a) to file and
prosecute diligently any patent, trademark or
service mark applications pending as of the date hereof
or hereafter until all
Obligations shall have been paid in full, (b)
to make application on unpatented
but patentable inventions and on trademarks and service
marks, (c) to preserve and maintain all rights
in all of its Intellectual Property,
and (d) to ensure that all of its
Intellectual Property is and remains enforceable. Any
and all costs and expenses incurred in connection
with each of Debtor’s obligations
under this Section 5.9 shall be borne
by Debtor. Debtor shall not knowingly and unreasonably
abandon any right to file a patent,
trademark or service mark application, or abandon
any pending patent application, or any other
of its Intellectual Property, without the prior written
consent of Secured Party except for Intellectual Property that Debtor
determines, in the exercise of its good
faith business judgment, is not or is no longer
material to its business;


5.10.
upon the request of Secured
Party at any time or from time
to time, and at the sole cost
and expense (including, without limitation, reasonable attorneys’ fees) of Debtor,
Debtor shall take all actions and execute and deliver any and all
instruments, agreements, assignments, certificates and/or documents reasonably required by Secured
Party to collaterally assign any and all of
Debtor’s patent, copyright and trademark registrations and applications now owned
or hereafter acquired to and in favor of
Secured Party; 


5.11.
at any time amounts paid by
Secured Party under the Transaction Documents are
used to purchase Collateral, Debtor shall perform all acts that
may be necessary, and otherwise
fully cooperate with Secured Party, to cause (a) any such amounts paid by Secured
Party to be disbursed directly to the sellers
of any such Collateral, (b) all
certificates of title pertaining to such Collateral
(as applicable) to be properly filed and reissued
to reflect Secured Party’s Lien on such Collateral,
and (c) all such reissued certificates of title
to be delivered to and held by Secured Party; and


5.12.
to comply with the terms set out in Schedule B so far as the security
interest set out in Section 2 applies to the issues shares in the capital of each of Dermal Diagnostics and Trial Clinic.


6.
Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its
attorney-in-fact (which appointment is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not
be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this
Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right
to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and
other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit,
merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the
Collateral; (c) make any compromise or settlement, and take any action Secured Party deems advisable, with respect to the Collateral,
including without limitation bringing a suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s
name on all applications, documents, papers and instruments necessary or desirable for Secured Party in the use of any Intellectual Property;
(e) grant or issue any exclusive or non-exclusive license under any Intellectual Property to any person or entity; (f) assign, pledge,
sell, convey or otherwise transfer title in or dispose of any Intellectual Property to any person or entity; (g) cause the Commissioner
of Patents and Trademarks, United States Patent and Trademark Office (or as appropriate, such equivalent agency in foreign countries)
to issue any and all patents and related rights and applications to Secured Party as the assignee of Debtor’s entire interest therein;
(h) file a copy of this Agreement with any governmental agency, body or authority, including without limitation the United States Patent
and Trademark Office and, if applicable, the United States Copyright Office or Library of Congress, at the sole cost and expense of Debtor;
(i) insure, process and preserve the Collateral; (j) pay any indebtedness of Debtor relating to the Collateral; (k) execute and file
UCC financing statements and other documents, certificates, instruments and agreements with respect to the Collateral or as otherwise
required or permitted hereunder; and (l) take any and all appropriate action and execute any and all documents and instruments that may
be necessary or useful to accomplish the purposes of this Agreement; provided, however, that Secured Party shall not exercise any
such powers granted pursuant to clauses (a) through (g) above prior to the occurrence of an Event of Default and shall only exercise such
powers during the continuance of an Event of Default. The powers conferred on Secured Party under this Section 6 are solely to protect
its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be accountable
only for the amounts that it actually receives as a result of the exercise of such powers, and neither Secured Party nor any of its stockholders,
directors, officers, managers, employees or agents shall be responsible to Debtor for any act or failure to act, except with respect to
Secured Party’s own gross negligence or willful misconduct. Nothing in this Section 6 shall be deemed an authorization for Debtor
to take any action that it is otherwise expressly prohibited from undertaking by way of other provision of this Agreement.


 






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7.
Default and Remedies.


7.1.
Default. Debtor shall be deemed in default under this Agreement upon the occurrence of an
Event of Default.


7.2.
Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have the rights
of a secured creditor under the UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a) the
right to require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party,
and (b) the right to take possession of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral
may be situated and remove the Collateral therefrom. Debtor hereby agrees that fifteen (15) days’ notice of a public sale of any
Collateral or notice of the date after which a private sale of any Collateral may take place is reasonable. In addition, Debtor waives
any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Party’s rights and remedies
hereunder, including, without limitation, Secured Party’s right following an Event of Default to take immediate possession of Collateral
and to exercise Secured Party’s rights and remedies with respect thereto. Secured Party may also have a receiver appointed to take
charge of all or any portion of the Collateral and to exercise all rights of Secured Party under this Agreement. Secured Party may exercise
any of its rights under this Section 7.2 without demand or notice of any kind. The remedies in this Agreement, including without limitation
this Section 7.2, are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or
otherwise, to which Secured Party may be entitled. No failure or delay on the part of Secured Party in exercising any right, power, or
remedy will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right hereunder. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or
by any other agreement, instrument or document shall be cumulative and may be exercised singularly or concurrently.


7.3.
Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties
on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially
unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for
disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by
other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed
of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove
liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other
persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise
dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature,
(f) to contact other persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion
of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral
is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose
of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements
to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return
from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of
other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any
of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions
by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral
and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being
indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights
to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law
in the absence of this Section.


7.4.
Marshalling. Secured Party shall not be required to marshal any present or future Collateral
for, or other assurances of payment of, the Obligations or to resort to such Collateral or other assurances of payment in any particular
order, and all of its rights and remedies hereunder and in respect of such Collateral and other assurances of payment shall be cumulative
and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, Debtor hereby agrees
that it will not invoke any law relating to the marshalling of Collateral which might cause delay in or impede the enforcement of Secured
Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or
under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured,
and, to the extent that it lawfully may, Debtor hereby irrevocably waives the benefits of all such laws.






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7.5.
Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part
thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the
time of, or received by Secured Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:


(a)
First, to the payment of reasonable costs and expenses, including all amounts expended to preserve
the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of
all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder
by Secured Party;


(b)
Second, to the payment to Secured Party of the amount then owing or unpaid on the Note (to be applied
first to accrued interest and fees and second to outstanding principal) and all amounts owed under any of the other Transaction Documents
or other documents included within the Obligations; and


(c)
Third, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to whosoever
may be lawfully entitled to receive the same.


In the absence of final payment
and satisfaction in full of all of the Obligations, Debtor shall remain liable for any deficiency.


8.
Miscellaneous.


8.1.
Notices. Any notice required or permitted hereunder shall be given in the manner provided
in the subsection titled “Notices” in the Purchase Agreement, the terms of which are incorporated herein by this reference.


8.2.
Non-waiver. No failure or delay on Secured Party’s part in exercising any right hereunder
shall operate as a waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude any other
further exercise thereof or of any other right.


8.3.
Amendments and Waivers. This Agreement may not be amended or modified, nor may any of its
terms be waived, except by written instruments signed by Debtor and Secured Party. Each waiver or consent under any provision hereof shall
be effective only in the specific instances for the purpose for which given.


8.4.
Assignment. This Agreement shall be binding upon and inure to the benefit of Secured Party
and Debtor and their respective successors and assigns; provided, however, that Debtor may not sell, assign or delegate rights
and obligations hereunder without the prior written consent of Secured Party.


8.5.
Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this Agreement
shall be in addition to all rights, powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of
any governmental authority, or the Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively
or concurrently without impairing Secured Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed
against any person or entity or to exhaust any Collateral or to pursue any remedy in Secured Party’s power.


8.6.
Partial Invalidity. If any part of this Agreement is construed to be in violation of any law,
such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement
shall remain in full force and effect.


8.7.
Expenses. Debtor shall pay on demand all reasonable fees and expenses, including reasonable
attorneys’ fees and expenses, incurred by Secured Party in connection with the custody, preservation or sale of, or other realization
on, any of the Collateral or the enforcement or attempt to enforce any of the Obligations which are not performed as and when required
by this Agreement.






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8.8.
Entire Agreement. This Agreement and the other Transaction Documents, taken together, constitute
and contain the entire agreement of Debtor and Secured Party with respect to this particular matter and supersede any and all prior agreements,
negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter
hereof.


8.9.
Governing Law; Venue. Except as otherwise specifically set forth herein, the parties expressly
agree that this Agreement shall be governed solely by the laws of the State of Utah, without giving effect to the principles thereof regarding
the conflict of laws; provided, however, that enforcement of Secured Party’s rights and remedies against the Collateral as
provided herein will be subject to the UCC. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes
are incorporated herein by this reference.


8.10.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT
MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR
ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING
ITS RIGHT TO DEMAND TRIAL BY JURY.


8.11.
Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees
to be bound by the terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without
limitation the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


8.12.
Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original and all of which together shall constitute one instrument. Any electronic copy of a party’s executed counterpart
will be deemed to be an executed original.


8.13.
Further Assurances. Debtor shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as Secured
Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


8.14.
Time of the Essence. Time is expressly made of the essence with respect to each and every
provision of this Agreement.


[Remainder of page intentionally left blank; signature
page follows]


 


 




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IN WITNESS WHEREOF, Secured
Party and Debtor have caused this Agreement to be executed as of the day and year first above written.


SECURED PARTY:


 


Streeterville
Capital, LLC


 


 


By: /s/ John M. Fife


John M. Fife, President



 


 


DEBTOR:


 


Nemaura
Medical Inc.


 


 


By:/s/ Dewan F.H. Chowdhury


Dewan F.H. Chowdhury,
CEO


 


Executed as a deed by Dermal
Diagnostics Limited acting by two directors:


 


By:/s/ Dewan F.H. Chowdhury


Dewan F.H. Chowdhury, Director


 


By:/s/ Bashir Timol


Bashir Timol, Director


 


Executed as a deed by Trial
Clinic Limited acting by two directors:


 


By:/s/ Dewan F.H. Chowdhury


Dewan F.H. Chowdhury, Director


 


By:/s/ Bashir Timol


Bashir Timol, Director


 


 


 




    	 



    	 



    


 


SCHEDULE A


TO SECURITY AGREEMENT


 


All
right, title, interest, claims and demands
of Debtor in and to all of Debtor’s assets owned as of the date hereof and/or acquired
by Debtor at any time while the Obligations are still outstanding, including without limitation, the following
property:


 


1.
All equity interests in all wholly- or partially-owned subsidiaries of Debtor.


 


2.
All customer accounts, insurance contracts, and clients underlying such insurance contracts.


 


3.
All goods and equipment now owned or
hereafter acquired, including, without limitation, all
laboratory equipment, growing equipment, computer equipment, office equipment, machinery,
containers, fixtures, vehicles, and any
interest in any of the foregoing, and all
attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing,
wherever located;


 


4.
All inventory now owned
or hereafter acquired, including, without limitation, all
merchandise, raw materials, parts, supplies, packing
and shipping materials, work in process and finished products including such inventory as
is temporarily out of Debtor’s custody or
possession or in transit and including any returns
upon any accounts or other
proceeds, including insurance proceeds, resulting from the sale or
disposition of any of the
foregoing and any documents of title representing
any of the above, and Debtor’s books relating
to any of the foregoing;


 


5.
All accounts receivable, revenues or royalties, contract rights, general
intangibles, healthcare insurance receivables, payment intangibles and commercial
tort claims, now owned or hereafter
acquired, including, without limitation, all patents, patent rights and patent
applications (including without limitation, the inventions and improvements described and
claimed therein, and (a) all reissues, divisions, continuations, renewals, extensions
and continuations-in-part thereof, (b) all income,
royalties, damages, proceeds and payments
now and hereafter due or payable under or
with respect thereto, including, without limitation, damages
and payments for past or future
infringements thereof, (c) the right to sue for
past, present and future infringements thereof, and (d) all
rights corresponding thereto throughout the world), trademarks and service
marks (and applications and registrations
therefor), inventions, discoveries, copyrights and mask works (and applications and registrations
therefor), trade names, trade styles, software and computer programs including source
code, trade secrets, methods, published and unpublished works of authorship,
processes, know how, drawings, specifications, descriptions, and all memoranda, notes, and
records with respect to any research and development, goodwill, license agreements, information,
any and all other proprietary rights, franchise agreements, blueprints, drawings, purchase orders,
customer lists, route lists, infringements, claims, computer programs, computer disks, computer tapes, literature, reports, catalogs,
design rights, income tax refunds, payments of
insurance and rights to payment of any kind
and whether in tangible or
intangible form or contained on magnetic
media readable by machine together with all such magnetic media, and all
rights corresponding to all of the
foregoing throughout the world, now owned and
existing or hereafter arising, created or acquired;


 


6.
All now existing
and hereafter arising accounts, contract rights, royalties, license rights and all
other forms of obligations owing to Debtor arising
out of the sale or lease of goods,
the licensing of technology or the rendering
of services by Debtor (subject, in each
case, to the contractual rights of third
parties to require funds received by Debtor
to be expended in a particular
manner), whether or not earned by performance,
and any and all credit insurance, guaranties, and other
security therefor, as well as all merchandise
returned to or reclaimed by Debtor and
Debtor’s books relating to any of the foregoing;


 


 






    	 



    	 



    

7.
All documents, cash, deposit accounts, letters of credit,
letter of credit rights, supporting obligations,
certificates of deposit, instruments, chattel
paper, electronic chattel paper, tangible chattel paper and
investment property, including, without limitation, all securities, whether certificated
or uncertificated, security entitlements, securities
accounts, commodity contracts and commodity accounts, and all financial assets held
in any securities account or otherwise, wherever located,
now owned or hereafter acquired and Debtor’s
books relating to the foregoing;


 


8.
All other assets,
goods and personal property of Debtor,
wherever located, whether tangible or intangible,
and whether now owned or hereafter acquired; and


 


9.
Any and all
claims, rights and interests
in any of the above and all substitutions for,
additions and accessions to and proceeds
and products thereof, including, without limitation, insurance, condemnation, requisition or
similar payments and the proceeds thereof.


 


 




    	 



    	 



    


 


 


SCHEDULE B


TO SECURITY AGREEMENT


 


In this Schedule, a reference to the “Charged
Shares” means the whole of the issued shares in the capital of each of Dermal Diagnostics and Trial Clinic which are subject
to the Security Interest set out in Section 2 of this Agreement.


 


		1	Voting rights, dividends and interest



		1.1	Before the occurrence of an Event of Default



Until the occurrence of an Event of Default:


		1.1.1	all voting and other rights (including the right to receive dividends, distributions and interest) attaching
to any of the Charged Shares shall continue to be exercised by Nemaura (as the registered holder of the Charged Shares); and



		1.1.2	Nemaura shall be free to deal with all the dividends, distributions and interest and other money paid
in respect of the Charged Shares.



		1.2	After the occurrence of an Event of Default



At any time following the occurrence of
an Event of Default:


		1.2.1	the Secured Party or its nominee may, without any further consent or authority on the part of Nemarua,
exercise any or all voting and other rights attaching to the Charged Shares and any rights attaching to the Charged Shares as if Secured
Party or its nominee were the sole beneficial owner of the Charged Shares; and



		1.2.2	Nemaura shall hold all income, property or rights received by it in respect of or arising from the Charged
Assets on trust for, and shall pay, or transfer or deal with all such income, property or rights as the Secured Party may direct from
time to time.



		2	Perfection of security



		2.1	Title documents



Nemaura shall promptly upon receipt of
a written request by the Secured Party for it to do so delivered at any time after the execution of this Agreement:


		2.1.1	deposit with the Secured Party (i) all share certificates and other documents or evidence of ownership
to the Charged Shares and (ii) instruments of transfer in respect of the Charged Shares (executed in blank and left undated) as may be
necessary for the Secured Party or its nominee to be registered as the owner of the Charged Shares and rights related to the Charged Shares
or to pass legal title to any purchaser of the Charged Shares; and



		2.1.2	amend the articles of association of either or both of Dermal Diagnostics and Trial Clinic to incorporate
a new article in such form as Secured Party may require permitting the transfer of shares in Dermal Diagnostics or Trial Clinic (as the
case may be) by a party in whose favour a security interest over the relevant shares has been granted without restriction upon the enforcement
of the relevant security interest.