**SECURITY AGREEMENT**

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This SECURITYAGREEMENT (this “Agreement”) is executed as of September [14], 2018, by GREENWAY TECHNOLOGIES, INC., a Texas corporation (the “Debtor”), in favor of MABERT, LLC, a Texaslimited liability company (the “Secured Party”), as agent for the lenders under that certain Loan Agreementof even date herewith, by and among the Debtor, the lenders party thereto (the “Lenders”) and the Secured Party(the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in theLoan Agreement.

1.                 Grant. The Debtor, for valuable consideration, receipt whereof is hereby acknowledged,hereby grants to the Secured Party, as agent for the Lenders, a security interest in the following described property and interestsin property of the Debtor (the “Collateral”) whether now owned or hereafter acquired:

 

 

 

(c)               All “accounts”,“general intangibles”, “chattel paper”, “contract rights”, “documents”, “goods”,“instruments”, “deposit accounts”, “inventory”, “farmproducts”, “fixtures” and “equipment”,as such terms are defined in Article9 of the Texas Uniform Commercial Code (the “UCC”)in effect on the date hereof;

 

(d)               All generalintangibles of every kind, including without limitation,federal, state and local tax refunds and claims of all kinds;all rights as a licensee or any kind; all customerlists, telephone numbers, and purchase orders, and all rights to purchase,lease sell, or otherwise acquireor deal with real or personal property andall rights relating thereto;

 

(e)               All returnedand repossessed goods and all rightsas a seller of goods of the Debtor; allcollateral securing any of the foregoing; alldeposit accounts, special and general, whetheron deposit with the Secured Partyor others;

 

(f)                Alllifeand other insurance policies, claims in contract,tort or otherwise, and all judgments nowor hereafter arising therefrom;

 

(g)               Allright,title, and interest of the Debtor,and all of the Debtor’s rights, remedies, security, and liens,in, to and in respect of all accountsand other collateral, including, without limitation, rights of stoppagein transit, replevin, repossession, and reclamationand other rights and remedies of an unpaidvendor, lienor, or secured party, and all guaranteesand other contracts of suretyship withrespect to any accounts and other collateral,and all deposits and other security for anyaccounts and other collateral, and allcredit and other insurance;

 

(h)               All notes,drafts, letters of credit, contract rights, andthings in action; all drawings, specifications,blueprints and catalogs; and all raw materials,work in process, materials used or consumedin the Debtor’s business, goods, finished goods, returned goodsand all other goods and inventory of whatsoeverkind or nature, any and all wrapping,packaging, advertising and shipping materials, and all documentsrelating thereto, and all labelsand other devices, names and marks affixed orto be affixed thereto for purposes ofselling or identifying

 

 

the same or the seller or manufacturer thereof;

 

(i)                All inventory,raw materials and workin progress wherever located; all presentand future claims against anysupplier of any of the foregoing, includingclaims for defective goods or overpaymentsto or undershipments by suppliers; allproceeds arising from the lease or rentalof any of the foregoing; inventory returnedby the Debtor to its suppliers shallremain subject to the Secured Party’ssecurity interest;

 

(j)                Allequipmentand fixtures, including without limitation all machinery,machine tools, motors, controls, parts, vehicles, workstations, tools,dies, jigs, furniture, furnishings, and fixtures;and all attachments, accessories, accessions and propertynow or hereafter affixed to or used inconnection with any of the foregoing,and all substitutions and replacementsfor any of the foregoing; all warrantyand other claims against any vendor orlessor of any of the foregoing;

 

 

(l)                Allbooks,records,ledger cards, computer data, and programsand other property and general intangiblesat any time evidencing or relating to any or all of the foregoing;and

 

(m)            Allcash and non-cashproducts and proceeds of any of the foregoing,in whatever form, including proceeds in the formof inventory, equipment, or any other form of personalproperty, including proceeds of proceeds and proceedsof insurance, and all claims by the Debtoragainst third parties for loss or damageto, or destruction of, or otherwise relatingto, any or all of the foregoing;

 

to secure payment of the obligationsof the Debtor to the Secured Party and the Lenders under the Loan Agreement and the Notes (as defined in the Loan Agreement) (the“Obligations”):

 

 

2.                 Remedies. UPON AN EVENT OF DEFAULT AND AT ANY TIME THEREAFTER, THE SECURED PARTYMAY DECLARE ALL OBLIGATIONS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE THE REMEDIES OF A SECURED PARTY UNDER THEUCC. The requirements of reasonable notice shall be met if delivered in accordance withSection 3 at least ten (10) days before the time of the sale or disposition. The Secured Party may buy the Collateral atany public sale.

 

Theremedies of the Secured Party hereunder are cumulative and the exercise of any one or more of the remedies provided for hereinor under the UCC shall not be construed as a waiver of any of the other remedies of the Secured Party so long as any part of theDebtor’s Obligation remains unsatisfied.

 

3.                 Notice. All notices and other communications under this Agreement shall be in accordancewith Section 8.4 of the Loan Agreement.

 

4.                 General. No waiver by the Secured Party of any default shall operate as a waiverof any other default or of the same default on a future occasion. All rights of the Secured Party hereunder shall inure to thebenefit of its successors and assigns; and all obligations of the Debtor shall bind its successors or assigns. This Agreement shallbecome effective when it is signed by the Debtor.

TheDebtor irrevocably authorizes the Secured Party at any time and from time to time to file in any jurisdiction any financing statementsand amendments that: (a) name Collateral as collateral thereunder (including a collateral description of “all assets”),regardless of whether any particular Collateral falls within the scope of the UCC; and (b) contain any other information requiredby the UCC for sufficiency or filing office acceptance. The Debtor ratifies any such filings made prior to the date hereof.

 

Ifany of the provisions of this Agreement, or the application thereof to any person, party or circumstances, shall, to any extent,be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons, partiesor circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and everyprovision of this Agreement shall be valid and enforceable to the fullest extent permitted by Law.

 

IRRESPECTIVEOF THE PLACE OF EXECUTION AND/OR DELIVERY, THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THELAWS OF THE STATE OF TEXAS.

 

[Signature page follows.]

IN WITNESS WHEREOF, theundersigned has executed this Agreement to be effective as of the date first written above.

 

DEBTOR:

 

GREENWAY TECHNOLOGIES, INC.