Exhibit 10.13


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT
(the “Agreement”) is entered into as of June 30, 2016, by and among (i) EWSD I, LLC, a Delaware limited
liability company (“EWSD”) and Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company
(“PASE” and together with EWSD, collectively, the “Issuer”), and (ii) any subsidiary and
affiliate of the Issuer that is a signatory hereto either now or joined in the future (the “Subsidiaries”; and
jointly, severally, and collectively with the Issuer, the “Grantors”) in favor of Redwood Management, LLC (the
“Secured Party”).


 


WHEREAS, in
connection with the Securities Purchase Agreement dated June 30, 2016 among the Secured Party and the Issuer attached as Schedule
2 hereto (as amended, supplemented and restated from time to time, the “Purchase Agreement”), the Issuer
has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue to the Secured Party convertible debentures
as set forth in the Purchase Agreement (collectively along with all other debentures or loan instruments listed on Schedule
3 attached hereto, as each may be amended, supplemented and restated from time to time, the “Convertible Debentures”);


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE 1.


 


DEFINITIONS AND INTERPRETATIONS


 


1.1          Recitals.


 


The above recitals
are true and correct and are incorporated herein, in their entirety, by this reference.


 


1.2          Interpretations.


 


Nothing herein expressed
or implied is intended or shall be construed to confer upon any person other than the Secured Party any right, remedy or claim
under or by reason hereof.


 


1.3          Definitions.


 


(a)          To
the extent used in this Agreement and not defined herein, terms defined in the UCC shall have the meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined) ascribed to such terms in the UCC. To the extent
the definition of any category or type of Collateral is expanded by any amendment, modification or revision to the UCC, such expanded
definition will apply automatically as of the date of such amendment, modification or revision.


 




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(b)          As
used in this Agreement, the following terms shall have the meanings indicated below (such meanings to be equally applicable to
both the singular and plural forms of such terms):


 


“Collateral”
has the meaning set forth in Section 2.1.


 


“Deposit Account”
has the meaning set forth in Section 6.16.


 


“Event of
Default” shall mean a Grantor breaching any provision of, or defaulting in any of its obligations under (i) the Convertible
Debentures; (ii) the Purchase Agreement; (iii) the Loan Instruments; and (iv) any Transaction Document or any other agreement or
document related to any of the foregoing.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America.


 


“Intellectual
Property” shall mean all present and future trade secrets, know-how and other proprietary information; trademarks, trademark
applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all
translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers,
and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout
the world; copyrights and copyright applications; (including copyrights for computer programs) and all tangible and intangible
property embodying the copyrights, unpatented inventions (whether or not patentable); patents and patent applications; industrial
design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom;
books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object
codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing;
all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Schedule
4 attached hereto sets forth all Intellectual Property of the Grantors (as such Schedule may be amended, modified or supplemented
from time to time).


 


“Intercreditor
Agreement” shall mean that certain Intercreditor Agreement to be entered into among the Secured Party, the Public Trustee
of Pueblo County, Colorado for the benefit of Southwest Farms, Southwest Farms, and the Yorkville Investors. The Intercreditor
Agreement shall be fully executed and mutually delivered within 14 calendar days of the effective date of this Agreement.


 


“Lien”
has the meaning set forth in Section 4.2.


 


“Loan Instruments”
has the meaning set forth in Section 6.1.


 


“Material
Adverse Effect” shall mean any material and adverse affect as determined by the Secured Party in its reasonable discretion
upon (a) the Grantors’ assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’
ability to make payment as and when due of all or any part of the Obligations; or (c) the Collateral.


 




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“Obligations”
shall mean and include any and all debts, liabilities, obligations, covenants and duties owing by any Grantor to the Secured Party,
now existing or hereafter arising of every nature, type, and description, whether liquidated, unliquidated, primary, secondary,
secured, unsecured, direct, indirect, absolute, or contingent, and whether or not evidenced by a note, guaranty or other instrument,
and any amendments, extensions, renewals or increases thereof, including, without limitation, all those under (i) the Transaction
Documents; (ii) any agreement or document related to the Transaction Documents; or (iii) any other or related documents, and including
any interest accruing thereon after insolvency, reorganization or like proceeding relating to the Grantors, whether or not a claim
for post-petition interest is allowed in such proceeding, and all costs and expenses of the Secured Party incurred in the enforcement,
collection or otherwise in connection with any of the foregoing, including, but not limited to, reasonable attorneys’ fees
and expenses and all obligations of the Grantors to the Secured Party to perform acts or refrain from taking any action.


 


“Other Loan
Documents” shall mean any credit agreement or other facility, warrant, mortgage, guaranty, collateral assignment of proceeds
from sale of farm products, other debenture agreements or instruments, by and among the Secured Party and the Grantors, under which
there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money, including, without limitation,
the Convertible Debentures.


 


“Permitted
Indebtedness” shall mean: (i) indebtedness evidenced by the Convertible Debentures; (ii) indebtedness described on Schedule
7.3 attached hereto; (iii) indebtedness incurred solely for the purpose of financing the acquisition or lease of any equipment
by the Grantors, including capital lease obligations with no recourse other than to such equipment; (iv) indebtedness (A) the repayment
of which has been subordinated to the payment of the Obligations on terms and conditions acceptable to the Secured Party, including
with regard to interest payments and repayment of principal, (B) which does not mature or otherwise require or permit redemption
or repayment prior to or on the 91st day after the maturity date of any Convertible Debenture then outstanding; and (C) which is
not secured by any assets of the Grantors; (v) indebtedness solely between a Grantor and/or one of its domestic subsidiaries, on
the one hand, and a Grantor and/or one of its domestic subsidiaries, on the other which indebtedness is not secured by any assets
of such Grantor or any of its subsidiaries, provided that (x) in each case a majority of the equity of any such domestic
subsidiary is directly or indirectly owned by a Grantor, such domestic subsidiary is controlled by a Grantor and such domestic
subsidiary has executed a security agreement in the form of this Agreement and (y) any such loan shall be evidenced by an intercompany
note that is pledged by such Grantor or its subsidiary, as applicable, as collateral pursuant to a Collateral Assignment Agreement
in form and substance satisfactory to Secured Party in its sole discretion; (vi) reimbursement obligations in respect of letters
of credit issued for the account of a Grantor or any of its subsidiaries for the purpose of securing performance obligations of
such Grantor or its subsidiaries incurred in the ordinary course of business so long as the aggregate face amount of all such letters
of credit does not exceed $100,000 at any one time; and (vii) renewals, extensions and refinancing of any indebtedness described
in clause (i) or (iii) of this subsection.


 




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“Permitted
Liens” shall mean (1) the security interest created by this Agreement, (2) any prior security interest granted to the
Secured Party, (3) existing Liens disclosed by each Grantor on Schedule 4.2; (4) inchoate Liens for taxes, assessments or
governmental charges or levies not yet due, as to which the grace period, if any, related thereto has not yet expired, or being
contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(5) Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar Liens which secure amounts which are
not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings for which adequate reserves
have been established in accordance with GAAP; (6) licenses, sublicenses, leases or subleases granted to other persons not materially
interfering with the conduct of the business of the Grantors; (7) Liens securing capitalized lease obligations and purchase money
indebtedness incurred solely for the purpose of financing an acquisition or lease; (8) easements, rights-of-way, restrictions,
encroachments, municipal zoning ordinances and other similar charges or encumbrances, and minor title deficiencies, in each case
not securing debt and not materially interfering with the conduct of the business of the Grantors and not materially detracting
from the value of the property subject thereto; (9) Liens arising out of the existence of judgments or awards which judgments or
awards do not constitute an Event of Default; (10) Liens incurred in the ordinary course of business in connection with workers
compensation claims, unemployment insurance, pension liabilities and social security benefits and Liens securing the performance
of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds
and other obligations of a like nature (other than appeal bonds) incurred in the ordinary course of business (exclusive of obligations
in respect of the payment for borrowed money); (11) Liens in favor of a banking institution arising by operation of law encumbering
deposits (including the right of set-off) and contractual set-off rights held by such banking institution and which are within
the general parameters customary in the banking industry and only burdening deposit accounts or other funds maintained with a creditor
depository institution; (12) usual and customary set-off rights in leases and other contracts; and (13) escrows in connection with
acquisitions and dispositions.


 


“Real
Estate” means all leases and all land, together with the buildings, structures, parking areas, and other improvements
thereon, now or hereafter owned by any Grantor, including all easements, rights-of-way, and similar rights relating thereto and
all leases, tenancies, and occupancies thereof. Schedule 5 attached hereto sets forth all Real Estate of the Grantors (as
such Schedule may be amended, modified or supplemented from time to time).


 


“SF
Lien” is defined in Schedule 4.2. 


 


“SF
Loan Documents” is defined in Section 4.2.


 


“Southwest
Farms” shall mean Southwest Farms, Inc., a Colorado corporation.


 


“Transaction
Documents” shall mean (i) the Convertible Debentures, (ii) the Purchase Agreement, (iii) the Mortgages, (iv) the Loan
Instruments, (v) the Other Loan Documents, and (vi) any other or related documents.


 




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“UCC”
or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of
New York; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than
in another Article thereof, the term shall have the meaning set forth in Article 9 of the UCC; provided further that, if
by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in
any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction
other than New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of
such remedy, as the case may be.


 


“Yorkville
Investors” means YA II PN, LTD (formerly known as YA Global Master SPV, Ltd.) and Hudson Street, LLC.


 


ARTICLE 2.


 


SECURITY INTEREST


 


2.1          Grant
of Security Interest.


 


(a)          As
security for the payment or performance in full of the Obligations and subject to the terms and provisions of the Intercreditor
Agreement, each Grantor hereby pledges to the Secured Party, its successors and assigns, and hereby grants to the Secured Party,
its successors and assigns, a security interest in and to all assets and personal property of each Grantor, including, without
limitation, all the assets and personal property of EWSD and (exclusive of any real property
that may be subject to one or more deeds of trust) wherever
located and whether now or hereinafter existing and whether now owned or hereafter acquired, of every kind and description, tangible
or intangible, including without limitation, all Real Estate, Goods, Inventory, Equipment, Fixtures, Instruments, Documents, Accounts,
Contracts and Contract Rights, Chattel Paper, Deposit Accounts, Money, Letters of Credit and Letter-of-Credit Rights, Commercial
Tort Claims, Securities and all other Investment Property, General Intangibles, Farm Products, all books and records and information
relating to any of the foregoing, all Supporting Obligations, and any and all Proceeds and products of any and all of the foregoing,
and as more particularly described on Exhibit A attached hereto (collectively, the “Collateral”).


 


(b)          Simultaneously
with the execution and delivery of this Agreement, each Grantor shall make, execute, acknowledge, file, record and deliver to the
Secured Party such documents, instruments, and agreements, including, without limitation, financing statements, mortgages, certificates,
affidavits and forms as may, in the Secured Party’s reasonable judgment, be necessary to effectuate, complete or perfect,
or to continue and preserve, the security interest of the Secured Party in the Collateral.


 


2.2          No
Assumption of Liability.


 


The
security interest in the Collateral is granted as security only and shall not subject the Secured Party to, or in any way alter
or modify any obligation or liability of any Grantor with respect to or arising out of the Collateral.


 




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ARTICLE 3.


 


ATTORNEY-IN-FACT;
PERFORMANCE


 


3.1          Secured
Party Appointed Attorney-In-Fact.


 


Each Grantor hereby
appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name
of each Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument
which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting,
confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a)
file one or more financing statements, continuing statements, filings with the United States Patent and Trademark Office or United
States Copyright Office (or any successor office) or other documents such as those that may be required to comply with the Food
Security Act of 1985 and any similar state law; (b) receive and collect all instruments made payable to a Grantor representing
any payments in respect of the Collateral or any part thereof and to give full discharge for the same; and (c) demand, collect,
receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as and when the Secured Party may determine.
To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly
to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations
are paid and performed in full. The Grantors agree that the powers conferred on the Secured Party hereunder are solely to protect
the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such
powers.


 


3.2          Secured
Party May Perform.


 


If a Grantor fails
to perform any agreement contained herein, the Secured Party, at its option, may itself perform, or cause performance of, such
agreement, and the expenses of the Secured Party incurred in connection therewith shall be included in the Obligations secured
hereby and payable by the Grantors under Section 8.4.


 


ARTICLE 4.


 


REPRESENTATIONS AND
WARRANTIES


 


4.1          Authorization:
Enforceability.


 


Each of the parties
hereto represents and warrants that it has taken all action necessary to authorize the execution, delivery and performance of this
Agreement and the transactions contemplated hereby; and upon execution and delivery, this Agreement shall constitute a valid and
binding obligation of the respective party, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors’ rights or by the principles governing the availability of equitable remedies.


 




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4.2          Ownership
of Collateral; Priority of Security Interest.


 


Each Grantor represents
and warrants that it is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option
or other charge or encumbrance (each, a “Lien”) except for the Permitted Liens. Except for the Permitted Liens,
(i) the security interest granted to the Secured Party hereunder shall be a first priority security interest subject to no other
Liens, and (ii) no financing statement covering any of the Collateral or any proceeds thereof is on file in any public office.


 


In the event that Grantor
receives a notice of default from Southwest Farms pursuant to (a) the SF Lien or (b) any loan documents entered into
in connection with the SF Lien (the “SF Loan Documents”), Grantor will promptly provide such notice to Secured
Party, and Secured Party shall have the right to take any and all actions necessary to cure such default. Any and all expenses
incurred by Secured Party in the course of curing any and all such defaults shall be included in the Obligations secured hereby
and payable by the Grantor under Section 8.4. The Intercreditor Agreement shall provide that Southwest Farms shall deliver
any notice of default under the SF Lien or any SF Loan Documents to Secured Party concurrently with delivery of such notice to
Grantor.


 


4.3          Location
of Collateral. 


 


The Collateral is or
will be kept at the address(es) of each Grantor set forth on Schedule 4.3 attached hereto. Unless otherwise provided herein,
the Grantors will not remove any Collateral from such locations without the prior written consent of the Secured Party.


 


4.4          Location,
State of Incorporation and Name of Grantors.


 


Each Grantor’s
principal place of business; state of incorporation, organization or formation; organization id; and exact legal name is set forth
on Schedule 4.4 attached hereto.


 


4.5          Solvency.


 


Each of the Grantors
is able to pay its debts as they mature, has capital sufficient to carry on its business, and the fair present saleable value of
its assets, calculated on a going concern basis, is in excess of the amount of its liabilities (except for certain derivative liabilities
related to the Convertible Debentures).


 


ARTICLE 5.


 


DEFAULT; REMEDIES;
SUBSTITUTE COLLATERAL


 


5.1          Method
of Realizing Upon the Collateral: Other Remedies.


 


If any Event of Default
shall have occurred and be continuing (and subject to the terms and provisions of the Intercreditor Agreement):


 




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(a)          The
Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise
available to it, all of the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to
the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into
the Secured Party's name or into the name of its nominee or nominees (to the extent the Secured Party has not theretofore done
so) and thereafter receive, for the benefit of the Secured Party, all payments made thereon, give all consents, waivers and ratifications
in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor
to assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place
or places to be designated by the Secured Party that is reasonably convenient to both parties, and the Secured Party may enter
into and occupy any premises owned or leased by a Grantor where the Collateral or any part thereof is located or assembled for
a reasonable period in order to effectuate the Secured Party’s rights and remedies hereunder or under law, without obligation
to such Grantor in respect of such occupation, and (iii) without notice except as specified below and without any obligation to
prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private
sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or
prices and upon such other terms as the Secured Party may deem commercially reasonable and/or (B) lease, license or dispose of
the Collateral or any part thereof upon such terms as the Secured Party may deem commercially reasonable. Each Grantor agrees that,
to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’
notice to such Grantor of the time and place of any public sale or the time after which any private sale or other disposition of
the Collateral is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale
or other disposition of any Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public
or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Secured Party arising
by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which
might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts
the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that such Grantor may
have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby
acknowledges that (x) any such sale of the Collateral by the Secured Party may be made without warranty, (y) the Secured Party
may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (z) such actions set forth in clauses
(x) and (y) above shall not adversely affect the commercial reasonableness of any such sale of Collateral.


 


(b)          Any
cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of or collection
from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the
Secured Party pursuant to Section 8.3 hereof) by the Secured Party against, all or any part of the Obligations in such order as
the Secured Party shall elect, consistent with the provisions of the Convertible Debentures. Any surplus of such cash or cash proceeds
held by the Secured Party and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid
over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.


 


(c)          In
the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Secured
Party is legally entitled, the Grantors shall be liable for the deficiency, together with interest thereon at the rate specified
in the Convertible Debentures for interest on overdue principal thereof or such other rate as shall be fixed by applicable law,
together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed
by the Secured Party to collect such deficiency.


 




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(d)          Each
Grantor hereby acknowledges that if the Secured Party complies with any applicable state, provincial, or federal law requirements
in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of
any sale or other disposition of the Collateral.


 


(e)          The
Secured Party shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement
and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security
or other assurances of payment in any particular order, and all of the Secured Party’s rights hereunder and in respect of
such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing
or arising. To the extent permitted by applicable law, each Grantor hereby agrees that it will not invoke any law relating to the
marshaling of collateral which might cause delay in or impede the enforcement of the Secured Party’s rights 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 permitted by applicable
law, each Grantor hereby irrevocably waives the benefits of all such laws.


 


5.2          Duties
Regarding Collateral.


 


The Secured Party shall
have no duty as to the collection or protection of the Collateral or any income thereon or as to the preservation of any rights
pertaining thereto, beyond the safe custody and reasonable care of any of the Collateral actually in the Secured Party’s
possession.


 


ARTICLE 6.


 


AFFIRMATIVE COVENANTS


 


So long as any of the
Obligations shall remain outstanding, unless the Secured Party shall otherwise consent in writing:


 


6.1          Existence,
Properties, Etc.


 


Each
Grantor shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may
be reasonably necessary (i) to maintain such Grantor’s due organization, valid existence and good standing under the laws
of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations
in those jurisdictions in which the failure to do so could have a Material Adverse Effect; and (b) a Grantor shall not do, or cause
to be done, any act impairing the Grantor’s corporate power or authority (i) to carry on such Grantor’s business as
now conducted, and (ii) to execute or deliver this Agreement or any other agreement or document delivered in connection herewith,
including, without limitation any mortgages, pledges, or other collateral documents, and any UCC-1 Financing Statement required
by the Secured Party (which documents, instruments, and agreements shall be collectively referred to as the “Loan Instruments”)
to which it is or will be a party, or perform any of its obligations hereunder or thereunder. 


 




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6.2          Financial
Statements and Reports.


 


Each Grantor shall
furnish to the Secured Party within a reasonable time such financial data as the Secured Party may reasonably request.


 


6.3          Maintenance
of Books and Records: Inspection.


 


Each Grantor shall
maintain its books, accounts and records in accordance with GAAP, and permit the Secured Party, its officers and employees and
any professionals designated by the Secured Party in writing, at any time during normal business hours and upon reasonable notice
to visit and inspect any of its properties (including, but not limited to, the collateral security described in the Transaction
Documents and/or the Loan Instruments), corporate books and financial records, and to discuss its accounts, affairs and finances
with any employee, officer or director thereof (it being agreed that, unless an Event of Default shall have occurred and be continuing,
there shall be no more than two (2) such visits and inspections in any fiscal year).


 


6.4          Maintenance
and Insurance.


 


(a)          Each
Grantor shall maintain or cause to be maintained, at its own expense, all of its material assets and properties in good working
order and condition, ordinary wear and tear excepted, making all necessary repairs thereto and renewals and replacements thereof.


 


(b)          The
Grantors shall maintain or cause to be maintained, at their own expense, insurance in form, substance and amounts (including deductibles),
which the Grantors deem reasonably necessary to the Grantors’ business, (i) adequate to insure all assets and properties
of the Grantors of a character usually insured by persons engaged in the same or similar business against loss or damage resulting
from fire or other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may
be incurred by the Grantors; (iii) as may be required by the Transaction Documents and/or applicable law and (iv) as may be reasonably
requested by Secured Party, all with financially sound and reputable insurers.


 


6.5          Contracts
and Other Collateral.


 


Each Grantor shall
perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in
the Collateral to which such Grantor is now or hereafter will be party on a timely basis and in the manner therein required, including,
without limitation, this Agreement, except to the extent the failure to so perform such obligations would not reasonably be expected
to have a Material Adverse Effect.


 


6.6          Defense
of Collateral, Etc.


 


Each Grantor shall
defend and enforce (a) its right, title and interest in and to any part of the Collateral; and (b) if not included within the Collateral,
those assets and properties whose loss would reasonably be expected to have a Material Adverse Effect, each against all manner
of claims and demands on a timely basis to the full extent permitted by applicable law (other than any such claims and demands
by holders of Permitted Liens).


 




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6.7          Taxes
and Assessments.


 


Each Grantor shall
(a) file all material tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to
the date of delinquency (taking into account any extensions of the original due date), (b) pay and discharge all material taxes,
assessments and governmental charges or levies imposed upon a Grantor, upon its income and profits or upon any properties belonging
to it, prior to the date on which penalties attach thereto, and (c) pay all material taxes, assessments and governmental charges
or levies that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that the
Grantors in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto if and to the extent required by GAAP.


 


6.8          Compliance
with Law and Other Agreements.


 


Each Grantor shall
maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal,
state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property,
and (b) all agreements, licenses, franchises, indentures and mortgages to which a Grantor is a party or by which such Grantor or
any of its properties is bound, except where the failure to so comply would not reasonably be expected to have a Material Adverse
Effect.


 


6.9          Notice
of Default.


 


The Grantors will immediately
notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the
Collateral and the amount or an estimate of the amount of such loss or diminution. The Grantors shall promptly notify the Secured
Party of any condition or event which constitutes, or would constitute with the passage of time or giving of notice or both, an
Event of Default, and promptly inform the Secured Party of any events or changes in the financial condition of any Grantor occurring
since the date of the last financial statement of such Grantor delivered to the Secured Party, which individually or cumulatively
when viewed in light of prior financial statements, which might reasonably be expected to have a Material Adverse Effect on the
business operations or financial condition of the Grantors.


 


6.10        Future
Subsidiaries.


 


Schedule 6.10
attached hereto lists all currently existing subsidiaries of the Grantors. If any Grantor shall hereafter create or acquire any
subsidiary, simultaneously with the creation or acquisition of such subsidiary, such Grantor shall cause such subsidiary to become
a party to this Agreement as an additional "Grantor" hereunder, and to duly execute and deliver a guaranty of the Obligations
in favor of the Secured Party in form and substance reasonably acceptable to the Secured Party, and to duly execute and/or deliver
such other documents, in form and substance reasonably acceptable to the Secured Party, as the Secured Party shall reasonably request
with respect thereto, including, without limitation, a mortgage to the extent such subsidiary owns any Real Estate.


 




    	 	11	 



     


    

 


6.11        Changes
to Identity.


 


Each Grantor will (a)
give the Secured Party at least 30 days' prior written notice of any change in such Grantor's name, identity or organizational
structure, (b) maintain its jurisdiction of incorporation, organization or formation as set forth on Schedule 4.4 attached
hereto, (c) immediately notify the Secured Party upon obtaining an organizational identification number, if on the date hereof
such Grantor did not have such identification number.


 


6.12        Perfection
of Security Interests.


 


(a)          Financing
Statements. The Grantors hereby irrevocably authorize the Secured Party, at the sole cost and expense of the Grantors, at any
time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto
and notifications that (a) indicate the Collateral (i) as all assets of the Grantors or words of similar effect, regardless of
whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or the Food Security Act
of 1985 or similar law of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain
any other information required by Part 5 of Article 9 of the UCC or the Food Security Act of 1985 or similar state law for the
sufficiency or filing office acceptance of any financing statement or amendment, or notification including (i) whether such Grantor
is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the
case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates.
The Grantors agree to furnish any such information to the Secured Party promptly upon request. The Grantors also ratify their authorization
for the Secured Party to have filed in any jurisdiction any initial financing statements or amendments thereto if filed prior to
the date hereof. The Grantors acknowledge that they are not authorized to file any financing statement or amendment or termination
statement with respect to any financing statement or notification without the prior written consent of the Secured Party and agree
that they will not do so without the prior written consent of the Secured Party. The Grantors acknowledge and agree that this Agreement
constitutes an authenticated record.


 


By
way of illustration and not limitation, each Grantor covenants only to sell Farm Products to those persons set forth on Schedule
6.12. In this regard, each Grantor represents and covenants that the information set forth on Schedule 6.12 is and will continue
to be true, accurate and complete during the term of this Agreement. Each Grantor acknowledges that if any Grantor sells Farm Products
to a person that is not listed on such Schedule or if any of the information set forth on such Schedule is not true, accurate,
and complete in all respects, Secured Party will be irreparably harmed, entitling Secured Party to an award of compensatory and
liquidated damages and equitable relief, in each case, as permitted by applicable law. 


 


(b)          Possession.
The Grantors (i) shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where
the Secured Party chooses to perfect its security interest by possession in addition to the filing of a financing statement; and
(ii) will, where the Collateral is in the possession of a third party, join with the Secured Party in notifying the third party
of the Secured Party’s security interest and obtaining an acknowledgment from the third party that it is holding the Collateral
for the benefit of the Secured Party.


 




    	 	12	 



     


    

 


(c)          Control.
In addition to the provisions set forth in Section 6.14, the Grantors will cooperate with the Secured Party in obtaining
control with respect to the Collateral consisting of (i) Investment Property, (ii) Letters of Credit and Letter-of-Credit Rights
and (iii) electronic Chattel Paper.


 


(d)          Marking
of Chattel Paper. The Grantors will not create any Chattel Paper without placing a legend on the Chattel Paper acceptable to
the Secured Party indicating that the Secured Party has a security interest in the Chattel Paper.


 


6.13        Notice
of Commercial Tort Claims. 


 


Attached as Schedule
6.13 is a list of all Commercial Tort Claims of the Grantors (as such Schedule may be amended, modified or supplemented from
time to time). If any Grantor shall at any time acquire a Commercial Tort Claim, such Grantor shall immediately notify the Secured
Party in a writing signed by such Grantor which shall (a) provide brief details of said claim and (b) grant to the Secured Party
a security interest in said claim and in the proceeds thereof, all upon the terms of this Agreement, in such form and substance
satisfactory to the Secured Party.


 


6.14        Establishment
of Deposit Account, Account Control Agreements.


 


(a)          In
connection with the execution of this Agreement, each Grantor, the Secured Party, and each applicable bank or other depository
institution shall enter into an account control agreement (the “Account Control Agreement”) in the form of Exhibit
B attached hereto with respect to each of the Grantor’s deposit accounts, including, without limitation, all savings,
passbook, money market or other depository accounts, and all certificates of deposit, maintained by each Grantor with any bank,
savings and loan association, credit union or other depository institution maintained or used by each Grantor (the “Deposit
Accounts”) providing dominion and control over such accounts to the Secured Party such that upon notice by the Secured
Party to such bank or other depository institution of the occurrence of an Event of Default all actions under such account shall
be taken solely at the Secured Party’s direction. Each Grantor’s current Deposit Accounts are set forth on Schedule
6.14 (a) attached hereto. 


 


(b)          Each
Grantor shall cause all cash, all collections and proceeds from accounts receivable, all receipts from credit card payments, and
all proceeds from the sale of any Collateral to be deposited only into its Deposit Accounts in the ordinary course of business
and consistent with past practices.


 


(c)          With
respect to each Deposit Account, from an after the occurrence of an Event of Default, the Secured Party shall have the right, at
any time and from time to time, to exercise its rights under such Account Control Agreement, including, for the avoidance of any
doubt, the exclusive right to give instructions to the financial institution at which such Deposit Account is maintained as to
the disposition of funds or other property on deposit therein or credited thereto. The Secured Party hereby covenants and agrees
that it will not send any such notice to a financial institution at which any such Deposit Account is maintained directing the
disposition of funds or other property therein unless and until the occurrence of an Event of Default. 


 




    	 	13	 



     


    

 


(d)          In
connection with the foregoing, each Grantor hereby authorizes and directs each bank or other depository institution which maintains
any Deposit Account to pay or deliver to the Secured Party upon the Secured Party’s written demand thereof made at any time
after the occurrence of an Event of Default has occurred all balances in each Deposit Account with such depository for application
to the Obligations then outstanding.


 


ARTICLE 7.


 


NEGATIVE COVENANTS


 


So long as any of the
Obligations shall remain outstanding, unless the Secured Party shall otherwise consent in writing, each Grantor covenants and agrees
that it shall not:


 


7.1          Transfers;
Liens and Encumbrances.


 


(a)          Sell,
assign (by operation of law or otherwise), lease, license, exchange or otherwise transfer or dispose of any of the Collateral,
except the Grantors may (i) sell or dispose of Inventory in the ordinary course of business, and (ii) sell or dispose of assets
the Grantors have determined, in good faith, not to be useful in the conduct of its business, and (iii) sell or dispose of accounts
in the course of collection in the ordinary course of business consistent with past practice.


 


(b)          Directly
or indirectly make, create, incur, assume or permit to exist any Lien in, to or against any part of the Collateral, other than
Permitted Liens.


 


7.2          Restriction
on Redemption and Cash Dividends


 


Directly or indirectly,
redeem, repurchase or declare or pay any cash dividend or distribution on its capital stock without the prior express written consent
of the Secured Party.


 


7.3          Incurrence
of Indebtedness.


 


Directly or indirectly,
incur or guarantee, assume or suffer to exist any indebtedness, other than the indebtedness evidenced by the Convertible Debentures
and other Permitted Indebtedness.


 


7.4          Places
of Business.


 


Change its state of
organization or its principal place of business without the prior written consent of the Secured Party, as more specifically set
forth in Section 4.4 hereof.


 




    	 	14	 



     


    

 


ARTICLE 8.


 


MISCELLANEOUS


 


8.1          Notices.


 


All notices or other
communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as duly
given on: (a) the date of delivery, if delivered in person or by nationally recognized overnight delivery service or (b) five (5)
days after mailing if mailed from within the continental United States by certified mail, return receipt requested to the party
entitled to receive the same:


 


	
         If to the Secured Party:
	
         

	 	 
	
        With a copy to:
	
        

	 	 
	And if to any Grantor:	
        EWSD I, LLC

        600 Wilshire Blvd Suite 1500

        Los Angeles, CA 90017

        Attention: Chief Executive Officer

        Telephone:

        Facsimile:



 


Any party may change
its address by giving notice to the other party stating its new address. Commencing on the tenth (10th) day after the
giving of such notice, such newly designated address shall be such party’s address for the purpose of all notices or other
communications required or permitted to be given pursuant to this Agreement.


 


8.2          Security
Interest Absolute. 


 


All
rights of the Secured Party hereunder, the security interest in the Collateral and all obligations of the Grantors hereunder shall
be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Convertible Debentures, the Loan
Instruments, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing,
(b) any change in the time, manner or place of payment 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 Convertible Debentures, the Loan Instruments or any other agreement
or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver
of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) the existence
of any claim, set-off or other right which any Grantor may have at any time against any other Grantor or the Secured Party, whether
in connection herewith or any unrelated transaction.


 




    	 	15	 



     


    

 


8.3           Severability.


 


If any provision of
this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision
and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this
Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.


 


8.4           Expenses.


 


In the event of an
Event of Default, the Grantors will pay to the Secured Party the amount of any and all reasonable out-of-pocket expenses, including
the reasonable fees and expenses of its counsel, which the Secured Party may incur in connection with: (i) the custody or preservation
of, or the sale, collection from, or other realization upon, any of the Collateral; (ii) the exercise or enforcement of any of
the rights of the Secured Party hereunder or (iii) the failure by a Grantor to perform or observe any of the provisions hereof.


 


8.5           Waivers,
Amendments, Etc.


 


The Secured Party’s
delay or failure at any time or times hereafter to require strict performance by a Grantor of any undertakings, agreements or covenants
shall not waive, affect, or diminish any right of the Secured Party under this Agreement to demand strict compliance and performance
herewith. Any waiver by the Secured Party of any Event of Default shall not waive or affect any other Event of Default, whether
such Event of Default is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements
and covenants of a Grantor contained in this Agreement, and no Event of Default, shall be deemed to have been waived by the Secured
Party, nor may this Agreement be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced
by an instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured Party in the case
of any such waiver, and signed by the Secured Party and the Grantors in the case of any such amendment, change or modification.


 


8.6           Continuing
Security Interest. 


 


This
Agreement shall create a continuing security interest in the Collateral and shall: (i) remain in full force and effect so long
as any of the Obligations shall remain outstanding; (ii) be binding upon each Grantor and its successors and assigns; and (iii)
inure to the benefit of the Secured Party and its successors and assigns. Upon the indefeasible payment or satisfaction in full
of the Obligations, this Agreement and the security interest created hereby shall terminate, and, in connection therewith, each
Grantor shall be entitled to the return, at its expense, of such of the Collateral as shall not have been sold in accordance with
this Agreement or otherwise applied pursuant to the terms hereof and the Secured Party shall deliver to the Grantors such documents
as the Grantors shall reasonably request to evidence such termination.


 




    	 	16	 



     


    

 


8.7           Independent
Representation.


 


Each party hereto acknowledges
and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has
been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.


 


8.8           Indemnification.


 


The
Grantors shall indemnify, defend, and hold the Secured Party, or any agent, employee, officer, attorney, or representative of the
Secured Party, harmless of and from any claim brought or threatened against the Secured Party or any such person so indemnified
by: any Grantor, any other obligor or endorser of the Obligations or any other person (as well as from attorneys' fees and expenses
in connection therewith) on account of the Secured Party's relationship with the Grantors, or any other obligor or endorser of
the Obligations (each of which may be defended, compromised, settled, or pursued by the Secured Party with counsel of the Secured
Party's selection, but at the expense of the undersigned). 


 


8.9           Applicable
Law: Jurisdiction.


 


This Agreement shall
be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict
of laws. The parties further agree that any action between them shall be heard in New York County, New York, and expressly consent
to the jurisdiction and venue in the state and federal courts sitting in the City of New York for the adjudication of any civil
action asserted pursuant to this Paragraph, provided, however, that nothing herein shall prevent the Secured Party
from enforcing its rights and remedies (including, without limitation, by filing a civil action) with respect to the Collateral
and/or the Grantors in any other jurisdiction in which the Collateral and/or the Grantors may be located.


 


8.10         Waiver
of Jury Trial.


 


AS A FURTHER INDUCEMENT
FOR THE SECURED PARTY TO MAKE FINANCIAL ACCOMMODATIONS TO THE ISSUER OR ANY GRANTOR, EACH GRANTOR HEREBY WAIVES, TO THE FULLEST
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT
AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.


 


8.11         Right
of Set Off.


 


The Grantors hereby
grant to the Secured Party, a lien, security interest and right of setoff as security for all liabilities and obligations to the
Secured Party, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now
or hereafter in the possession, custody, safekeeping or control of the Secured Party or any of its affiliates, or any entity under
the control of the Secured Party, or in transit to any of them. At any time, without demand or notice, the Secured Party may set
off the same or any part thereof and apply the same to any liability or obligation of the Grantors even though unmatured and regardless
of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE SECURED PARTY TO EXERCISE ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF
WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GRANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 




    	 	17	 



     


    

 


8.12         Liability
of Grantors. 


 


Notwithstanding
any provision herein or in any other Loan Instrument, the Grantors, and each of them, are and shall be jointly and severally liable
for any and all Obligations (whether any such Obligation is specified as an obligation of the Grantors or of any of them).


 


8.13         Counterparts;
Facsimile Signatures. 


 


This
Agreement may be executed and delivered by exchange of facsimile signatures of the Secured Party and the Grantors, and those signatures
need not be affixed to the same copy. This Agreement may be executed in any number of counterparts.


 


8.14         Entire
Agreement.


 


This Agreement and
the other documents or agreements delivered in connection herewith contain the entire understanding among the parties and supersede
any prior agreement or understanding among them with respect to the subject matter hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	18	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Security Agreement as of the date first above written.


 


	 	GRANTORS:
	 	 	 
	 	EWSD I, LLC .
	 	 	 	 
	 	By	/s/ Jeffrey Goh	 
	 	Name:	Jeffrey Goh	 
	 	Title: 	President	 
	 	 	 	 
	 	Pueblo Agriculture Supply and 
 Equipment, LLC
	 	 	 	 
	 	By	/s/ Jeffrey Goh	 
	 	Name:  	Jeffrey Goh	 
	 	Title:	President	 





 



     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Security Agreement as of the date first above written.


 


	 	SECURED PARTY:	 
	 	 	 
	 	REDWOOD MANAGEMENT, LLC	 
	 	 	 	 
	 	By:	/s/ John DeNobile	 
	 	Name: 	John DeNobile	 
	 	Title:	Manager 	 


 




     


     


    

 


exhibit
A

DEFINITION OF COLLATERAL


 


For the purpose of
securing prompt and complete payment and performance by the Grantors of all of the Obligations, each Grantor unconditionally and
irrevocably hereby grants to the Secured Party a continuing security interest in and to, and lien upon, the following “Collateral”
of the Grantors (all capitalized terms used herein and not defined in the Agreement shall have the respective meanings ascribed
thereto in the UCC):


 


A.           All
Real Estate owned by any Grantor, wherever located and whether now or hereinafter existing and whether now owned or hereafter acquired.


 


B.           All
personal property of each Grantor, wherever located and whether now or hereinafter existing and whether now owned or hereafter
acquired, of every kind and description, tangible or intangible, including without limitation, all:


 


1.            Goods;


 


2.            Inventory,
including, without limitation, all goods, merchandise and other personal property which are held for sale or lease, or are furnished
or to be furnished under any contract of service or are raw materials, work-in-process, supplies or materials used or consumed
in any Grantor’s business, and all products thereof, and all substitutions, replacements, additions or accessions therefor
and thereto; and any cash or non-cash Proceeds of all of the foregoing;


 


3.           Equipment,
including, without limitation, all machinery, equipment, furniture, parts, tools and dies, of every kind and description (including
automotive equipment and motor vehicles), now owned or hereafter acquired by any Grantor, and used or acquired for use in the business
of any Grantor, together with all accessions thereto and all substitutions and replacements thereof and parts therefor and all
cash or non-cash Proceeds of the foregoing;


 


4.            Fixtures,
including, without limitation, all goods which are so related to particular real estate that an interest in them arises under real
estate law and all accessions thereto, replacements thereof and substitutions therefor, including, but not limited to, plumbing,
heating and lighting apparatus, mantels, floor coverings, furniture, furnishings, draperies, screens, storm windows and doors,
awnings, shrubbery, plants, boilers, tanks, machinery, stoves, gas and electric ranges, wall cabinets, appliances, furnaces, dynamos,
motors, elevators and elevator machinery, radiators, blinds and all laundry, refrigerating, gas, electric, ventilating, air-refrigerating,
air-conditioning, incinerating and sprinkling and other fire prevention or extinguishing equipment of whatsoever kind and nature
and any replacements, accessions and additions thereto, Proceeds thereof and substitutions therefor;


 


5.            Instruments
(including promissory notes);


 


6.            Documents;


 




     


     


    

 


7.           Accounts,
including, without limitation, all Contract Rights and accounts receivable, health-care-insurance receivables, and license fees;
any other obligations or indebtedness owed to any Grantor from whatever source arising; all rights of any Grantor to receive any
payments in money or kind; all guarantees of Accounts and security therefor; all cash or non-cash Proceeds of all of the foregoing;
all of the right, title and interest of any Grantor in and with respect to the goods, services or other property which gave rise
to or which secure any of the accounts and insurance policies and proceeds relating thereto, and all of the rights of any Grantor
as an unpaid seller of goods or services, including, without limitation, the rights of stoppage in transit, replevin, reclamation
and resale and all of the foregoing, whether now existing or hereafter created or acquired;


 


8.           Contracts
and Contract Rights, including, to the extent not included in the definition of Accounts, all rights to payment or performance
under a contract not yet earned by performance and not evidenced by an Instrument or Chattel Paper;


 


9.           Chattel
Paper (whether tangible or electronic);


 


10.          Deposit
Accounts (and in and to any deposits or other sums at any time credited to each such Deposit Account);


 


11.          Money,
cash and cash equivalents;


 


12.          Letters
of Credit and Letter-of-Credit Rights (whether or not the Letter of Credit is evidenced by a writing);


 


13.          Commercial
Tort Claims;


 


14.          Securities
Accounts, Security Entitlements, Securities, Financial Assets and all other Investment Property, including, without limitation,
all ownership or membership interests in any subsidiaries or affiliates (whether or not controlled by any Grantor);


 


15.          General
Intangibles, including, without limitation, all Payment Intangibles and Intellectual Property, tax refunds and other claims of
any Grantor against any governmental authority, and all choses in action, insurance proceeds, goodwill customer lists, formulae,
permits, research and literary rights, and franchises.


 


16.          Farm
Products;


 


17.          All
books and records and information (including all ledger sheets, files, computer programs, tapes and related data processing software)
evidencing an interest in or relating to any of the foregoing and/or to the operation of any Grantor’s business, and all
rights of access to such books and records, and information, and all property in which such books and records, and information
are stored, recorded and maintained.


 


18.          To
the extent not already included above, all Supporting Obligations, and any and all cash and non-cash Proceeds, products, accessions,
and/or replacements of any of the foregoing, including proceeds of insurance covering any or all of the foregoing.