Exhibit 10.3





 


Execution Copy


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT,
dated as of November 12, 2019 (this “Agreement”), is among SG Blocks, Inc., a Delaware corporation (the “Company”),
any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the
“Guarantors” and, together with the Company, the “Debtors”) and RedDiamond Partners LLC,
as a secured party (the “Secured Party”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
that certain Securities Purchase Agreement, dated as of even date herewith (the “Purchase Agreement”), the Secured
Party has agreed to fund the Company with respect to the issuance of that certain Senior Secured Convertible Debenture, subject
to the terms therein, issued by the Company to the Secured Party (the “Debenture”); 


 


WHEREAS, pursuant to
a certain Subsidiary Guarantee, dated as of the date hereof (the “Guarantee”), the Guarantors have jointly and
severally agreed to guarantee and act as surety for payment of such Debenture; and


 


WHEREAS, in order to
induce the Secured Party to extend the loan evidenced by the Debenture, each Debtor has agreed to execute and deliver to the Secured
Party this Agreement and to grant the Secured Party a security interest in certain property of such Debtor to secure the prompt
payment, performance and discharge in full of all of the Company’s obligations under the Debenture and the Guarantors’
obligations under the Guarantee.


 


NOW, THEREFORE, in
consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1. Certain
Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used
but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel
paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”,
“fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”,
“investment property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”)
shall have the respective meanings given such terms in Article 9 of the UCC.


 


(a) “Collateral”
means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include all of
the assets of the Debtors, including the following personal property of the Debtors, whether presently owned or existing or hereafter
acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements
thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer
of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest,
cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise
distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below):


 






    


     


    

 


(i) All
goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and
wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto,
replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in
connection with any Debtor’s businesses and all improvements thereto; and (B) all inventory;


 


(ii) All
contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests,
stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses,
distribution and other agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed
by any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and
rights, goodwill, Intellectual Property and income tax refunds;


 


(iii) All
accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,
goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties
with respect to each account, including any right of stoppage in transit;


 


(iv) All
documents, letter-of-credit rights, instruments and chattel paper;


 


(v) All
commercial tort claims;


 


(vi) All
deposit accounts and all cash (whether or not deposited in such deposit accounts);


 


(vii) All
investment property;


 


(viii) All supporting
obligations;


 


(ix) All
files, records, books of account, business papers, and computer programs; and


 


(x) the
products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above.


 


Without limiting the
generality of the foregoing, the “Collateral” shall include all investment property and general intangibles
respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock
and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the
terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect majority owned
subsidiary of any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests
and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received,
receivable or distributed in respect of, or exchanged for, any of the foregoing and all rights arising under or in connection with
the Pledged Securities, including, but not limited to, all dividends, interest and cash.


 






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Notwithstanding the
foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent
that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,
however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such
asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of
such asset.


 


(b) “Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights
arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent
of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
(iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service
marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country
or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under
the laws of the United States, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals
or extensions of the foregoing, (vi) all licenses for any of the foregoing, and (vii) all causes of action for infringement of
the foregoing.


 


(c) “Majority
in Interest” means, at any time of determination, the majority in interest (based on then-outstanding principal amounts
of Debentures at the time of such determination) of the Secured Party.


 


(d) “Necessary
Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and
such other instruments or documents as the Secured Party may reasonably request.


 






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(e) “Obligations”
means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become
due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor to the Secured Party, including, without
limitation, all obligations under this Agreement, the Debenture, and any other instruments, agreements or other documents executed
and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or
not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from
any of the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted,
extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall
include, without limitation: (i) principal of, interest, and any other amounts owed on the Debenture as set forth in the Debenture;
(ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtors from time to time under or in connection
with this Agreement, the Debenture and any other instruments, agreements or other documents executed and/or delivered in connection
herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing
that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving any Debtor.


 


(f) “Organizational
Documents” means, with respect to any Debtor, the documents by which such Debtor was organized (such as articles of incorporation,
certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation,
any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance
of such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).


 


(g) “Permitted
Liens” means the following:


 


(i) Liens
imposed by law for taxes that are not yet due or are being contested in good faith, which in each case, have been appropriately
reserved for;


 


(ii) Carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested
in good faith;


 


(iii) Pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(iv) Deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of business;


 


(v) Liens
under this Agreement; and


 


(vi) Any
other liens in favor of the Secured Party.


 


(h) “Pledged
Interests” shall have the meaning ascribed to such term in Section 4(j).


 


(i) “Pledged
Securities” shall have the meaning ascribed to such term in Section 4(i).


 






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(j) “UCC”
means the Uniform Commercial Code of the State of  Delaware and any other applicable law of any state or states that has
jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of
the parties that defined terms in the UCC should be construed in their broadest sense so that the term
“Collateral” will be construed in its broadest sense. Accordingly, if there are, from time to time, changes to
defined terms in the UCC that broaden the definitions, they are incorporated herein and if existing definitions in the UCC
are broader than the amended definitions, the existing ones shall be controlling.


 


2. Grant
of Security Interest in Collateral. As an inducement for the Secured Party to fund the Company and to secure the complete and
timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally
and irrevocably pledges, grants and hypothecates to the Secured Party a perfected, first priority security interest in and to,
a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and
to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).


 


3. Delivery
of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause to
be delivered to the Secured Party (a) any and all certificates and other instruments representing or evidencing the Pledged Securities,
and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together
with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Secured Party, or
have previously delivered to Secured Party, a true and correct copy of each Organizational Document governing any of the Pledged
Securities.


 


4. Representations,
Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding Section of the disclosure
schedules delivered to the Secured Party concurrently herewith (the “Disclosure Schedules”), which Disclosure
Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Party
as follows:


 


(a) Each
Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement
and the filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further
action is required by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal,
valid and binding obligation of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting
the rights and remedies of creditors and by general principles of equity.


 






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(b) The
Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily
at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule
A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property
or valid lessee where such Collateral is located, and there exist no mortgages or other liens on any such real property except
for Permitted Liens as set forth on Schedule A. Except as disclosed on Schedule A, none of such Collateral is in
the possession of any consignee, bailee, warehouseman, agent or processor.


 


(c) Except
for Permitted Liens and as set forth on Schedule B attached hereto, the Debtors are the sole owners of the Collateral (except
for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any liens, security interests,
encumbrances, rights or claims, and are fully authorized to grant the Security Interests. Except as set forth on Schedule C
attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing
statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in
favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. Except as set forth on Schedule
C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtors shall not
execute and shall not knowingly permit to be on file in any such office or agency any other financing statement or other document
or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).


 


(d) No
written claim has been received that any Collateral or any Debtor’s use of any Collateral violates the rights of any third
party. There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral
in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is
no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body,
administrative or regulatory agency, arbitrator or other governmental authority.


 


(e) Each
Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and
records or tangible Collateral unless it delivers to the Secured Party at least thirty (30) days prior to such relocation (i) written
notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate
financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to
perfect the Security Interests to create in favor of the Secured Party a valid, perfected and continuing perfected first priority
lien in the Collateral.


 






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(f) This
Agreement creates in favor of the Secured Party a valid first priority security interest in the Collateral, subject only to Permitted
Liens, securing the payment and performance of the Obligations. Upon making the filings described in the immediately following
paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code
financing statements shall have been duly perfected. Except for (i) the filing of the Uniform Commercial Code financing statements
referred to in the immediately following paragraph, (ii) the recordation of the Intellectual Property Security Agreement (as defined
in Section 4(p) hereof) with respect to copyrights and copyright applications in the United States Copyright Office referred to
in paragraph (mm), (iii) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with
respect to patents and trademarks of the Debtors in the United States Patent and Trademark Office referred to in paragraph (oo),
(iv) the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the
UCC with respect to each deposit account of the Debtors, (v) if there is any investment property or deposit account included as
Collateral that can be perfected by “control” through an account control agreement, the execution and delivery of securities
account control agreements satisfying the requirements of 9-106 of the UCC with respect to each such investment property of the
Debtors, and (vi) the delivery of the certificates and other instruments provided in Section 3, Section 4(aa) and Section 4(cc),
no action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality
of the foregoing, except for the foregoing, no consent of any third parties and no authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required for (x) the execution, delivery and
performance of this Agreement, (y) the creation or perfection of the Security Interests created hereunder in the Collateral or
(z) the enforcement of the rights of the Secured Party hereunder.


 


(g) Each
Debtor hereby authorizes the Secured Party to file one or more financing statements under the UCC, with respect to the Security
Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it.


 


(h) The
execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable
law, rule or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s
debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound
or affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Debtor) necessary
for any Debtor to enter into and perform its obligations hereunder have been obtained.


 


(i) The
capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent
all capital stock and other equity interests of the Guarantors and represent all capital stock and other equity interests owned,
directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the
Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance
except for the security interests created by this Agreement and other Permitted Liens.


 


(j) The
ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not
held in a securities account or by any financial intermediary.


 






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(k) Except
for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interests provided for hereunder as valid and
perfected, first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and
the Security Interest hereunder shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same
against the claims of any and all persons and entities. Each Debtor shall safeguard and protect all Collateral for the account
of the Secured Party. At the request of the Secured Party, each Debtor will sign and deliver to the Secured Party on behalf of
the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory
to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured
Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of
the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests
hereunder, and each Debtor shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations
of claims and liens which may be required to maintain the priority of the Security Interests hereunder.


 


(l) No
Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive
licenses granted by a Debtor in its ordinary course of business, sales of inventory by a Debtor in its ordinary course of business
and the replacement of worn-out or obsolete equipment by a Debtor in its ordinary course of business) without the prior written
consent of the Secured Party.


 


(m) Each
Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall
not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.


 


(n) Each
Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral
hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established
reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances
by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover
the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and
the insurer issuing such policy to certify to the Secured Party, that (a) the Secured Party will be named as lender-loss-payee
and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed
for any reason whatsoever, such insurer will promptly notify the Secured Party and such cancellation or change shall not be effective
as to the Secured Party for at least thirty (30) days after receipt by the Secured Party of such notice, unless the effect of such
change is to extend or increase coverage under the policy; and (c) the Secured Party will have the right (but no obligation) at
its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default.
If no Event of Default (as defined in the Debenture) exists and if the proceeds arising out of any claim or series of related claims
do not exceed $100,000, loss payments in each instance will be applied by the applicable Debtor to the repair and/or replacement
of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance
thereof remaining, to the extent not so applied, shall be payable to the applicable Debtor; provided, however, that
payments received by any Debtor after an Event of Default (as defined in the Debenture) or an Event of Default occurs and is continuing
or in excess of $100,000 for any occurrence or series of related occurrences, upon approval by Secured Party, which approval shall
not be unreasonably withheld, delayed, denied or conditioned, loss payments in each instance will be applied by the applicable
Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible,
and any loss payments or the balance thereof remaining, to the extent not so applied, shall be paid to the Secured Party and, if
received by such Debtor, shall be held in trust for the Secured Party and immediately paid over to the Secured Party unless otherwise
directed in writing by the Secured Party. Copies of such policies or the related certificates, in each case, naming the Secured
Party as lender-loss-payee and additional insured shall be delivered to the Secured Party at least annually and at the time any
new policy of insurance is issued.


 






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(o) Each
Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party, in sufficient detail, of any material
adverse change in the Collateral, and of the occurrence of any event that would have a material adverse effect on the value of
the Collateral or on the Secured Party’s security interest, through the Secured Party, therein.


 


(p) Each
Debtor shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements,
financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party
may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s
security interest in the Collateral, including, without limitation, if applicable, the execution and delivery of a separate security
agreement with respect to each Debtor’s Intellectual Property (“Intellectual Property Security Agreement”)
in which the Secured Party has been granted a security interest hereunder, substantially in a form reasonably acceptable to the
Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms
and conditions hereof.


 


(q) Upon
reasonable prior notice (so long as no Event of Default (as defined in the Debenture) has occurred or continuing, which in either
such event, no prior notice is required), each Debtor shall permit the Secured Party and its representatives and agents to inspect
the Collateral during normal business hours and to make copies of records pertaining to the Collateral as may be reasonably requested
by the Secured Party from time to time.


 


(r) Each
Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.


 


(s) Each
Debtor shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect
the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.


 






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(t) All
information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of any Debtor with respect to the Collateral
is accurate and complete in all material respects as of the date furnished.


 


(u) The
Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any
rights and franchises material to its business.


 


(v) No
Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has
one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least ten (10) days’
prior written notice to the Secured Party of such change and, at the time of such written notification, such Debtor provides any
financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and
evidenced by this Agreement.


 


(w) Except
in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill-and-hold, sale-or-return,
sale-on-approval, or other conditional terms of sale without the consent of the Secured Party, which shall not be unreasonably
withheld, delayed, denied, or conditioned.


 


(x) No
Debtor may relocate its chief executive office to a new location without providing ten (10) days’ prior written notification
thereof to the Secured Party and so long as, at the time of such written notification, such Debtor provides any financing statements
or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(y) Each
Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule
D attached hereto, which Schedule D sets forth each Debtor’s organizational identification number or, if any Debtor
does not have one, states that one does not exist.


 


(z) (i)
The actual name of each Debtor is the name set forth in Schedule D attached hereto; (ii) no Debtor has any trade names except
as set forth on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto
or as set forth on Schedule E for the preceding five (5) years; and (iv) no entity has merged into any Debtor or been acquired
by any Debtor within the past five years except as set forth on Schedule E.


 


(aa)At any time
and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit
possession by the secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral
to the Secured Party.


 


(bb)Each Debtor,
in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Secured Party regarding the Pledged
Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section 8-106
(or any successor section) of the UCC. Further, each Debtor agrees that it shall not enter into a similar agreement (or one that
would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity.


 






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(cc)Each Debtor
shall cause all tangible chattel paper constituting Collateral to be delivered to the Secured Party, or, if such delivery is not
possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created
by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the
underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor Section thereto).


 


(dd)If there is
any investment property or deposit account included as Collateral that can be perfected by “control” through an account
control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory
to the Secured Party.


 


(ee)To the extent
that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying letter
of credit to consent to an assignment of the proceeds thereof to the Secured Party.


 


(ff)To the extent
that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Secured Party in notifying
such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an
acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory
to the Secured Party.


 


(gg)If any Debtor
shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Party in a writing signed
by such Debtor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured
Party.


 


(hh)Each Debtor
shall immediately provide written notice to the Secured Party of any and all accounts that are equal to or in excess of $10,000
and which arise out of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected
status of the Security Interests in such accounts and proceeds thereof, shall execute and deliver to the Secured Party an assignment
of claims for such accounts and cooperate with the Secured Party in taking any other steps required, in its judgment, under the
Federal Assignment of Claims Act or any similar federal, state or local statute or rule to perfect or continue the perfected status
of the Security Interests in such accounts and proceeds thereof.


 


(ii) Each
Debtor shall cause each majority owned subsidiary of such Debtor to immediately become a party hereto (an “Additional
Debtor”), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached
hereto and comply with the provisions hereof applicable to the Debtors. Concurrently therewith, the Additional Debtor shall deliver
replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement
schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Additional Debtor shall also deliver
such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents,
financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the
foregoing to the Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations
as the Debtors, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be
deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of
such Additional Debtor Joinder, and all references herein to the “Debtors” shall be deemed to include each Additional
Debtor.


 






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(jj)Each Debtor
shall vote the Pledged Securities to comply with the covenants and agreements set forth herein.


 


(kk) Each Debtor
shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each issuer
of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Party on the books
of such issuer. Further, except with respect to certificated securities delivered to the Secured Party, the applicable Debtor shall
deliver to Secured Party an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant
UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement
shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by Secured Party during
the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Securities into the name
of any designee of Secured Party, will take such steps as may be necessary to effect the transfer, and will comply with all other
instructions of Secured Party regarding such Pledged Securities without the further consent of the applicable Debtor.


 


(ll)In the event
that, upon an occurrence of an Event of Default, Secured Party shall sell all or any of the Pledged Securities to another party
or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities,
each Debtor shall, to the extent applicable: (i) deliver to Secured Party or the Transferee, as the case may be, the articles of
incorporation, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences
of indebtedness, books of account, financial records and all other Organizational Documents and records of the Debtors and their
direct and indirect subsidiaries (but not including any items subject to the attorney-client privilege related to this Agreement
or any of the transactions hereunder); (ii) use its best efforts to obtain resignations of the persons then serving as officers
and directors of the Debtors and their direct and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain
any approvals that are required by any governmental or regulatory body in order to permit the sale of the Pledged Securities to
the Transferee or the purchase or retention of the Pledged Securities by Secured Party and allow the Transferee or Secured Party
to continue the business of the Debtors and their direct and indirect subsidiaries.


 






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(mm)Without limiting
the generality of the other obligations of the Debtors hereunder, each Debtor shall promptly (i) cause to be registered at the
United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect
to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be
duly recorded at the applicable office, and (iii) give the Secured Party notice whenever it acquires (whether absolutely or by
license) or creates any additional material Intellectual Property.


 


(nn)Each Debtor
will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments
and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request,
in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party
to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes
of this Agreement.


 


(oo) Schedule
F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights,
and domain names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any
Debtor for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks
of the Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors
have been duly recorded at the United States Copyright Office.


 


(pp)Except as
set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of the
Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute
or rule in respect of such Collateral.


 


(qq)Until the
Obligations shall have been paid and performed in full, the Company covenants that it shall promptly direct any direct or indirect
majority owned subsidiary of the Company formed or acquired after the date hereof to enter into a guarantee in favor of the Secured
Party, in the form of attached as an exhibit to the Purchase Agreement.


 


5. Effect
of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership interests
(regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon the
occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the
issuer), it is agreed by Debtors that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement
of any of Secured Party’s rights hereunder shall not be deemed to be the type of event which would trigger such conversion
rights notwithstanding any provisions in the Organizational Documents or agreements to which any Debtor is subject or to which
any Debtor is party.


 


6. Defaults.
The following events shall be “Events of Default”:


 


(a) The
occurrence of an Event of Default (as defined in the Debenture);


 






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(b) Any
representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;


 


(c) The
failure by any Debtor to observe or perform any of its material obligations hereunder for five (5) days after delivery to such
Debtor of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured
within such time frame and such Debtor is using best efforts to cure same in a timely fashion; or


 


(d) If
any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having
jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any
Debtor has any liability or obligation purported to be created under this Agreement.


 


7. Duty
to Hold in Trust.


 


(a) Upon
the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income, dividend,
interest or other sums subject to the Security Interests or of any check, draft, note, trade acceptance or other instrument evidencing
an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such
sums or instruments, or both, to the Secured Party, pro-rata in proportion to their respective then-currently issued and outstanding
Principal Amount for application to the satisfaction of the Obligations.


 


(b) If
any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants,
rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization,
reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of
its direct or indirect subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in
exchange for, such Pledged Securities or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Party;
(ii) hold the same in trust on behalf of and for the benefit of the Secured Party; and (iii) to deliver any and all certificates
or instruments evidencing the same to Secured Party on or before the close of business on the fifth (5th) business day
following the receipt thereof by such Debtor, in the exact form received together with the Necessary Endorsements, to be held by
Secured Party subject to the terms of this Agreement as Collateral.


 


8. Rights
and Remedies Upon Default.


 


(a) Upon
the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the
remedies conferred hereunder and under the Purchase Agreement), and the Secured Party shall have all the rights and remedies of
a secured party under the UCC. Without limitation, the Secured Party shall have the following rights and powers:


 


(i) The
Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance
of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor
shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select,
whether at such Debtor’s premises or elsewhere, and make available to the Secured Party, without rent, all of such Debtor’s
respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral
in saleable or disposable form.


 






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(ii) Upon
notice to the Debtors by Secured Party, all rights of each Debtor to exercise the voting and other consensual rights which it would
otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise
be authorized to receive and retain, shall cease. Upon such notice, Secured Party shall have the right to receive, for the benefit
of the Secured Party, any interest, cash dividends or other payments on the Collateral and, at the option of Secured Party, to
exercise in such Secured Party’s discretion all voting rights pertaining thereto. Without limiting the generality of the
foregoing, Secured Party shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as
it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion,
any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment
concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.


 


(iii) The
Secured Party shall have the right to operate the business of each Debtor using the Collateral and shall have the right to assign,
sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either
with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and
at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially
reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or
notice to any Debtor or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment
or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all
or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any
Debtor, which are hereby waived and released.


 


(iv) The
Secured Party shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or
accounts to make payments directly to the Secured Party, and to enforce the Debtors’ rights against such account debtors
and obligors.


 


(v) The
Secured Party may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment
property to transfer the same to the Secured Party, or its designee.


 


(vi) The
Secured Party may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the
United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser
of any Collateral.


 






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(b) The
Secured Party shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not
be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Party may sell the Collateral
without giving any warranties and may specifically disclaim such warranties. If the Secured Party sells any of the Collateral on
credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives (except
as shall be required by applicable statute and cannot be waived) any and all rights that it may have to a judicial hearing in advance
of the enforcement of any of the Secured Party’s rights and remedies hereunder, including, without limitation, its right
following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect
thereto.


 


(c) For
the purpose of enabling the Secured Party to further exercise rights and remedies under this Section 8 or elsewhere provided by
agreement or applicable law, each Debtor hereby grants to the Secured Party an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to such Debtor) to use, license or sublicense following an Event of Default, any Intellectual
Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license access
to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof.


 


9. Applications
of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on
account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding,
storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs
incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Secured
Party in enforcing the Secured Party’s rights hereunder and in connection with collecting, storing and disposing of the Collateral,
and then to satisfaction of the Obligations pro rata among the Secured Party (based on then issued and outstanding Securities at
the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured
Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral,
the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtors will be liable
for the deficiency, together with interest thereon, at the rate of 12.5% per annum or the lesser amount permitted by applicable
law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect
such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands against the Secured
Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence
or willful misconduct of the Secured Party as determined by a final judgment (not subject to further appeal) of a court of competent
jurisdiction.


 






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10. Securities
Law Provision. Each Debtor recognizes that Secured Party may be limited in its ability to effect a sale to the public of all
or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal
or state securities laws (collectively, the “Securities Laws”), and may be compelled to resort to one or more
sales to a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account,
for investment and not with a view to the distribution or resale thereof. Each Debtor agrees that sales so made may be at prices
and on terms less favorable than if the Pledged Securities were sold to the public, and that Secured Party has no obligation to
delay the sale of any Pledged Securities for the period of time necessary to register the Pledged Securities for sale to the public
under the Securities Laws. Each Debtor shall cooperate with Secured Party in its attempt to satisfy any requirements under the
Securities Laws (including, without limitation, registration thereunder if requested by Secured Party) applicable to the sale of
the Pledged Securities by Secured Party.


 


11. Costs
and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any
filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements,
partial releases and/or termination statements related thereto, or any expenses of any searches reasonably required by the Secured
Party. The Debtors shall also pay all other claims and charges which in the reasonable opinion of the Secured Party are reasonably
likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein. The Debtors will also, upon
demand, pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, which the Secured Party may incur in connection with the creation, perfection, protection,
satisfaction, foreclosure, collection or enforcement of the Security Interest and the preparation, administration, continuance,
amendment or enforcement of this Agreement and pay to the Secured Party the amount of any and all reasonable expenses, including
the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection
with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization
upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Purchase
Agreement. Until so paid, any fees payable hereunder shall be added to the amounts owed under the Transaction Documents (as defined
in the Purchase Agreement) and shall bear interest at the Default Rate.


 


12. Responsibility
for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations
shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability
for any reason. Without limiting the generality of the foregoing and except as required by applicable law, (a) the Secured Party
(i) has no duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve
any rights relating to the Collateral, and (ii) has no obligation to clean-up or otherwise prepare the Collateral for sale, and
(b) each Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or
performed by such Debtor thereunder. The Secured Party shall have no obligation or liability under any such contract or agreement
by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral,
nor shall the Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any
such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect
of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or
file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned
to or to which the Secured Party may be entitled at any time or times.


 






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13. Security
Interests Absolute. All rights of the Secured Party and all obligations of each Debtor hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debenture, or any agreement entered into in
connection with the foregoing, or any portion hereof or thereof, against any other Debtor or Guarantor; (b) any change in the time,
manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from the Transaction Documents (as defined in the Purchase Agreement) or any other agreement
entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release
or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all
or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any
insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise
constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted
hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if
the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations. Each Debtor
expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event
that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final
order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or
insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in
any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged
or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation
enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Party to proceed
against any other person or entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets,
or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations
to any obligation secured hereby.


 


14. Term
of Agreement. This Agreement shall terminate on the date on which all payments under the Debenture have been paid in full and
all other Obligations have been paid or discharged; provided, however, that all indemnities of the Debtors contained
in this Agreement shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.


 






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15. Power
of Attorney; Further Assurances.


 


(a) Each
Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party and its officers, agents, successors
or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of
the Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note,
checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance)
in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any financing statement
pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay
or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral;
(iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any
Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Secured
Party, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments
and to do all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and
the Security Interests granted therein in order to effect the intent of this Agreement all as fully and effectually as the Debtors
might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof.
This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long
as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent
provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor
is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default,
each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment
of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the
United States Copyright Office.


 


(b) On
a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper
filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C
attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably
requested by the Secured Party, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes
of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest
in all the Collateral under the UCC.


 


(c) Each
Debtor hereby irrevocably appoints the Secured Party as such Debtor’s attorney-in-fact, with full authority in the place
and instead of such Debtor and in the name of such Debtor, from time to time in the Secured Party’s discretion, to take any
action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto,
relative to any of the Collateral without the signature of such Debtor where permitted by law, which financing statements may (but
need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and
ratifies all such actions taken by the Secured Party. This power of attorney is coupled with an interest and shall be irrevocable
for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.


 






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16. Notices.
All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase Agreement.


 


17. Other
Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right, in
its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way
modifying or affecting any of the Secured Party’s rights and remedies hereunder.


 


18. Miscellaneous.


 


(a) No
course of dealing between the Debtors and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part
of the Secured Party, any right, power or privilege hereunder or under the Purchase Agreement shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


(b) All
of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby, the Debenture, the
Purchase Agreement or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly
or concurrently.


 


(c) This
Agreement, together with the exhibits and schedules hereto, contains the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors
and the Secured Party, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.


 


(d) If
any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(e) No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 






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(f) This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company
and the Guarantors may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each
Secured Party (other than by merger).


 


(g) Each
party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order
to carry out the provisions and purposes of this Agreement.


 


(h) Except
to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.
Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, each Debtor agrees
that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this
Agreement and the Purchase Agreement (whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of Wilmington, County of New Castle. Except to the extent mandatorily governed by the jurisdiction or
situs where the Collateral is located, each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of Wilmington, County of New Castle, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such proceeding is improper. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.


 


(i) This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and,
all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature
is executed) the same with the same force and effect as if such facsimile signature were the original thereof.


 


(j) All
Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Party hereunder.


 






    21


     


    

 


(k) Each
Debtor shall indemnify, reimburse and hold harmless the Secured Party and its respective partners, members, shareholders, officers,
directors, employees and agents (and any other persons with other titles that have similar functions) (collectively, “Indemnitees”)
from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature,
(including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against
such Indemnitee in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such
losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct
of the Indemnitee as determined by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision
is in addition to, and not in limitation of, any other indemnification provision in the Purchase Agreement or any other agreement,
instrument or other document executed or delivered in connection herewith or therewith.


 


(l) Nothing
in this Agreement shall be construed to subject the Secured Party to liability as a partner in any Debtor or any if its direct
or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that
is a limited liability company, nor shall the Secured Party be deemed to have assumed any obligations under any partnership agreement
or limited liability company agreement, as applicable, of any such Debtor or any of its direct or indirect subsidiaries or otherwise,
unless and until the Secured Party exercises its right to be substituted for such Debtor as a partner or member, as applicable,
pursuant hereto.


 


(m) To
the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,
approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or
compliance with any provisions of any of the Organizational Documents, the Debtors hereby represent that all such consents and
approvals have been obtained.


 


[SIGNATURE PAGE OF DEBTORS FOLLOWS]


 




    22


     


    

 


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


 





	SG
    BLOCKS, INC.	 
	 	 	 
	By:	/s/
    Paul Galvin	 
	 	Name: Paul Galvin	 
	 	Title:  Chief Executive Officer	 



 


 


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS] 






    23


     


    






[SIGNATURE PAGE OF HOLDERS TO SECURITY AGREEMENT]


 





	Name of Secured Party:	RedDiamond Partners LLC	 
	 	 	 
	Signature of Authorized Signatory:		 
	 		 
	Name of Authorized Signatory:	/s/ John DeNobile	 
	 		 
	Title of Authorized Signatory:	Manager	 







 







    24


     


    

 


 


ANNEX A


to


SECURITY AGREEMENT


 


FORM OF ADDITIONAL DEBTOR JOINDER


 


Security Agreement,
dated as of November 12, 2019, made by SG Blocks, Inc. and its subsidiaries party thereto from time to time, as Debtors to and
in favor of the Secured Party identified therein (the “Security Agreement”).


 


Reference is made to
the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in, or by reference in, the Security Agreement.


 


The undersigned hereby
agrees that, upon delivery of this Additional Debtor Joinder to the Secured Party referred to above, the undersigned shall (a)
be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security
Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made
the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTY A SECURITY INTEREST
IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS
SET FORTH THEREIN.


 


Attached hereto are
supplemental and/or replacement Schedules to the Security Agreement, as applicable.


 


An executed copy of
this Joinder shall be delivered to the Secured Party, and the Secured Party may rely on the matters set forth herein on or after
the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the Secured Party.


 


IN WITNESS WHEREOF,
the undersigned has caused this Joinder to be executed in the name and on behalf of the undersigned.


 


	 	[Name of Additional Debtor]
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	Address:


 


Dated:


 




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SCHEDULE A


 


Principal Place of Business of Debtors:


 


195 Montague Street, 14th Floor


 


Brooklyn, NY  11201


 


 


Locations Where Collateral is Located
or Stored


 


 


Computers stored at employees’ workplaces


 


4 – 20 ft containers stored at Modments
– Pearland, TX


 


 




    26


     


    

 


SCHEDULE B


 


Liens on Assets


 


N/A


 


 


 


 


 




    27


     


    

 


SCHEDULE C


 


Governmental or regulatory filing
evidencing liens on collateral


 


N/A


 


 


 


 




    28


     


    

 


SCHEDULE D


 


Organizational Information on Subsidiaries
of SG Blocks, Inc.


 


SG Building Blocks, Inc. – State of
Delaware


 


 


 


 




    29


     


    

 


SCHEDULE E


 


Trade Names


 


SGBX


 


SG Blocks


 


SG Building Blocks


 






 


 


 





 




    30


     


    

 


SCHEDULE F


 


Patents & Trademarks Listing


 


 


Universal Box (Patent Pending)


 


 


 


US Trademark Registration No. 3,893,225
for SGBLOCKS


 


US Trademark Registration No. 5,305,862
for GREENSTEEL


 


SG Blocks Residential


 


SG logo


 


ICC-ESR 3764


 


 


 


 




    31


     


    

 





SCHEDULE G


 


Account Debtors’ Governmental
Authority


 


N/A


 


 


 









 




    32


     


    

 


 


SCHEDULE H


 


Pledged Ownership and Equity Interests
in Partnerships and LLC’s


 


  


 


SG Building Blocks, Inc. 100 shares of common
stock, $0.001 par value


 


 


 


 


 







 




    33


     


    

 


 


SCHEDULE I


 


Written Claims upon the Collateral


 


 


 


N/A


 


 


 


 


 


34