Exhibit 10.3


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT
(“Security Agreement”), made as of October 13, 2022, by and between ROC DIGITAL MINING I LLC, a Delaware limited liability
company (“Debtor”) promises to pay to the order of BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (“Secured
Party”).


 





W I T N E S S E T H:


 


WHEREAS, the Debtor
has executed a Promissory Note of even date herewith which evidences a certain loan from the Secured Party to the Debtor in the aggregate
principle sum of One Million Two Hundred Thousand Dollars and No Cents ($1,200,000.00) on the terms and conditions state therein (the
“Note”); and


 


WHEREAS, the Debtor
is entering into this Security Agreement in order to induce the Secured Party, among other things, to continue to extend credit to the
Debtor under future notes and otherwise;


 


NOW, THEREFORE, for
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.       The
Security Interest


 


In order to secure the due
and punctual payment and performance of the indebtedness and obligations owning from the Debtor to the Secured Party arising under the
Note (the “Obligations,” which term shall include all expenses, including reasonable attorneys’ fees incurred
or paid by the Secured Party in exercising, protecting or seeking to protect any of its rights hereunder or in realizing on the Collateral),
the Debtor hereby grants to the Secured Party a continuing security interest, and any proceeds thereof (“Security Interest”)
the items of equipment listed on Schedule A attached hereto (hereinafter called the “Collateral”).


 


2.       Filing;
Further Assurance


 


The Debtor will permit the
Secured Party, at the Secured Party’s expense, to file and record financing statements covering the Collateral, in order to create,
preserve, perfect or validate any security interest or to enable the Secured Party to exercise and enforce the Secured Party’s rights
hereunder with respect to any of the Collateral.


 


The right is expressly granted
to the Secured Party, at the Secured Party’s discretion, to file in those jurisdictions where the same is permitted one or more
financing statements under the Uniform Commercial Code signed only by the Secured Party, naming the Debtor as debtor and the Secured Party
as secured party, and indicating therein the types or describing the items of Collateral herein specified.


 


3.       Representations
and Warranties of Debtor


 


The Debtor hereby represents
and warrants to the Secured Party as follows:


 


(a)       The
Debtor is a limited liability company duly organized and validly existing under the laws of the State of Delaware. The Debtor is qualified
to do business in every jurisdiction in which it is doing business, except to the extent that the failure to so qualify will not have
a material adverse effect on the Debtor or its business.


 


 


 


 






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(b)       The
Debtor has the power to execute, deliver and perform this Security Agreement. The execution, delivery and performance of this Security
Agreement has been duly authorized, will not violate the operating agreement of the Debtor or any law, regulation or court order, and
will not result in the default in any agreement or indenture to which the Debtor is a party or by which it or its assets are bound.


 


(c)       The
Debtor has good and marketable title to the property and assets, which are reflected on its financial statements. All of the Collateral
is owned by the Debtor, free and clear of all liens and encumbrances and liens and encumbrances in favor of the Secured Party. All of
the other property and assets of the Debtor reflected on its financial statements is owned by the Debtor, free and clear of all liens
and encumbrances. No effective financing statement covering the Collateral or any proceeds thereof is on file in any public office, except
financing statements in favor of the Secured Party.


 


(d)       There
are no actions, suits or proceedings at law or in equity pending or threatened before any court or administrative body in which it will
be or is sought to restrain or prohibit or obtain damages or other relief in connection with the Security Agreement or the consummation
of the transactions contemplated thereby. No restraining order or injunction shall prevent the transactions contemplated by the Security
Agreement.


 


(e)       The
Debtor has filed all federal, state and local tax returns and other reports, which it is required by law to file and has paid all taxes
and other charges that are due and payable.


 


(f)       The
Debtor’s principal place of business, chief executive office and place where it keeps its records concerning the Collateral is the
location set forth on Schedule B attached hereto.


 


4.       Covenants
of Debtor


 


The Debtor hereby covenants
and agrees as follows:


 


(a)       The
Debtor will not encumber, pledge, mortgage, grant a security interest in, assign, sell, lease or otherwise dispose of or transfer, whether
by sale, merger, consolidation, liquidation, dissolution, or any levy, seizure or attachment which is not removed or stayed within thirty
(30) days, or otherwise, any of the Collateral.


 


(b)       The
Debtor will not change its name without giving the Secured Party thirty (30) days prior written notice in which it sets forth its new
name and the date on which the new name shall first be used.


 


(c)       The
Debtor will, upon demand, furnish to the Secured Party such further information and will execute and deliver to the Secured Party such
financing statements, and other instruments or documents, and will do all such acts as the Secured Party may, at any time, or from time
to time, reasonably request, or as may be necessary or appropriate to establish and maintain a valid and enforceable first priority security
interest of the Secured Party in the Collateral.


 


(d)       The
Debtor will notify the Secured Party, in writing, promptly upon its learning of any event, condition, litigation, administrative proceedings
or other circumstance which may materially and adversely affect the operations, financial conditions or business of the Debtor or the
Collateral or the Secured Party’s security interest therein.


 


(e)       The
Debtor will preserve and keep in force its corporate existence, and will promptly pay all lawful taxes and assessments. Unless the Secured
Party consents in writing, the Debtor will not incur, create or assume or suffer to exist any security interest, mortgage, pledge, lien
or other encumbrance on the Collateral other than those in favor of the Secured Party created hereby.


 


 


 


 






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5.       Location
of Chief Executive Office and Collateral, Etc.


 


The Debtor will maintain its
chief executive office at the address designated on Schedule B and shall maintain the Collateral at the locations set forth on
Schedule B. The Debtor will not locate the Collateral at any other or additional location, except such other or additional location
as the Secured Party may approve in writing.


 


The Debtor will keep the records
concerning the Collateral at its chief executive office, as set forth on Schedule B, or at such other place or places as the Secured
Party may approve in writing. The Debtor will hold and preserve such records and will furnish to the Secured Party such information and
reports regarding the Collateral as the Secured Party may from time to time reasonably request.


 


6.       Events
of Default


 


The Debtor shall be in default
under this Security Agreement upon the occurrence of any one of the following events (herein referred to as an “Event of Default”):


 


(a)       Any
representation or warranty made herein shall be false or misleading in any material adverse respect; or


 


(b)       Any
event of default shall have occurred under the Note.


 


7.       Remedies
Upon Event of Default


 


7.1       Remedies.
Upon and after an Event of Default, the Secured Party shall have all of the rights and remedies of a secured party under the Uniform Commercial
Code or other applicable law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by law.


 


7.2.      Notice
of Disposition by Secured Party. Any notice required to be given by the Secured Party of a sale, lease, or other disposition of the
Collateral or any other intended action by the Secured Party, if given not less than ten (10) days prior to such proposed action, shall
constitute commercially reasonably and fair notice thereof to the Debtor.


 


8.       Rights
of Secured Party to Use and Control Collateral


 


Upon the occurrence of an
Event of Default and while it is continuing, the Secured Party shall have the right and power to take possession of all or any part of
the Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to hold,
store, use, manage and control the same.


 


9.       General
Authority


 


The Debtor hereby irrevocably
appoints the Secured Party as the Debtor’s true and lawful attorney, with full power of substitution, in the name of either the
Debtor or the Secured Party, but at the Debtor’s expense, to the extent permitted by law to exercise, at any time and from time
to time after any Event of Default has occurred and while it is continuing, all or any of the following powers with respect to all or
any of the Collateral (which powers shall be in addition and supplemental to any powers, rights, and remedies of the Secured Party described
herein):


 


(a)       To
settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;


 


(b)       To
sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof as fully and effectually as if the Secured
Party was the absolute owner thereof; and


 


(c)       To
discharge any taxes, liens, security interests or other encumbrances at any time placed thereon;


 


provided that the Secured Party shall give the
Debtor not less than ten (10) days’ prior written notice of the time and place of any sale or other intended disposition of any
of the Collateral (which period of time the Debtor agrees is reasonable), except any Collateral which is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognizable market. The Secured Party and the Debtor agree that such notice constitutes
“reasonable notification” within the meaning of Section 9-504(3) of the Uniform Commercial Code (“Code”).


 


 


 


 






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10.     Application
of Collateral and Proceeds


 


All distributions on account
of, and the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order
of priorities:


 


(a)       First,
to pay the reasonable expenses of such sale or other realization, and all reasonable expenses, liabilities and advances incurred or made
by the Secured Party in connection therewith, and any other reimbursed expenses for which the Secured Party is to be reimbursed pursuant
to Section 11;


 


(b)       Second,
to the payment of the Obligations in such order or manner as the Secured Party, in the Secured Party’s sole discretion, shall determine;


 


(c)       Third,
to the satisfaction of any subordinate security interest in the Collateral if required under Section 9-504(1)(c) of the Code; and


 


(d)       Finally,
to pay to the Debtor, or its successor and assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from
such proceeds.


 


11.     Expenses;
Secured Party’s Lien


 


The Debtor will forthwith,
upon demand, pay to the Secured Party:


 


(a)       The
amount of any taxes which the Secured Party may have been required to pay by reason of the security interests herein created (including
any applicable transfer taxes) or to free any of the Collateral from any lien thereon, and


 


(b)       The
amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its counsel and of any agents
not regularly in its employ, which the Secured Party may incur in connection with (a) the collection, sale or other disposition of any
of the Collateral; (b) the exercise by the Secured Party of any of the powers conferred upon it hereunder or (c) any default hereunder
by the Debtor.


 


12.     Termination
of Security Interest Release of Collateral


 


Upon the repayment and performance
in full of all the Obligations, the security interest herein created shall terminate and all rights to the Collateral shall revert to
the Debtor. Upon any such termination of the Security Interest or release of Collateral, the Secured Party will, at the Debtor’s
expense, execute and deliver to the Debtor such documents as the Debtor shall reasonably request to evidence the termination of the Security
Interest or the release of such Collateral, as the case may be.


 


13.     Notices


 


All notices, communications
and distributions hereunder shall be in writing and shall be made by hand delivery, first class mail (certified, return receipt requested,
postage prepaid), reputable national overnight air courier (e.g., Federal Express) addressed to the parties at the respective addresses
set forth on the first page of this Security Agreement, by electronic mail if adequate confirmation of receipt is provided, or to such
other address as the party receiving such notice shall have properly designated by notice to the other party hereto in accordance with
this Section 13. Each such notice shall be deemed given at the time delivered by hand, if personally delivered; three (3) business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent be electronic mail; and the next
business day after timely delivery to courier, if sent by overnight air courier guarantying next day delivery.


 


14.       Waivers;
Non-Exclusive Remedies


 


No failure on the part of
the Secured Party to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or remedy under
this Security Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by the Secured Party of any right,
power or remedy under this Security Agreement preclude any other right, power or remedy. The remedies in this Security Agreement are cumulative
and are not exclusive of any other remedies provided by law.


 


 


 


 






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15.     Changes
in Writing


 


Neither this Security Agreement
nor any provision hereof may be changed, waived, discharged or terminated orally but only by a statement in writing signed by an authorized
agent of the party against which enforcement of the change, waiver, discharge or termination is sought.


 


16.     Georgia
Law; Meaning of Terms


 


This Security Agreement shall
be construed in accordance with and governed by the laws of the State of Georgia, except as otherwise required by mandatory provisions
of law and except to the extent that remedies provided by the laws of the any state other than New York are governed by the laws of such
other state. Unless otherwise defined herein, or unless the context otherwise requires, all terms used herein which are defined in the
Georgia Uniform Commercial Code have the meanings therein stated.


 


17.     Separability


 


If any provision hereof is
invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Secured Party.


 


18.     Headings


 


The headings in this Security
Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


19.     Counterparts


 


This Security Agreement may
be signed in any number of counter parts with the same effect as if the signature thereon and hereto were upon the same instrument.


 


20.     CONSENT
TO JURISDICTION; WAIVER OF JURY TRAIL


 


THE DEBTOR HEREBY CONSENTS
TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF GEORGIA AND WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR
WITH RESPECT TO THIS SECURITY AGREEMENT.


 


IN WITNESS WHEREOF,
this Security Agreement has been executed by the undersigned as of the day and year first above written.


 


ROC DIGITAL MINING I LLC


 


By: ROC DIGITAL MINING MANAGER LLC,
its Manager


 


 


By: /s/ Nick Marrocco                                


Name: Nick Marrocco


Title: Initial Manager


 


 


BITMINE IMMERSION TECHNOLOGIES, INC.


 


 


By: /s/ Jonathan Bates                               


Name: Jonathan Bates


Title: Chief Executive Officer


 


 


 


 






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SCHEDULE A


to Security Agreement,


dated October 13, 2022 between


BitMine Immersion Technologies, Inc. and Roc Digital
Mining I LLC


 


 


List of Equipment:


 


Four (4) 40ft Submer Immersion
Mining Container Units ("Crypto Megapod”)


 


		-	8 tanks per unit.
		-	8 dry coolers per unit.
		-	8000 liters dialectric fluid per container
		-	24 CAT-6 cables per tank.
		-	24 Y-Split 2xC13 AWG 12 cables per tank.
		-	2 1000A Panel boards per container.
		-	All accessories and components as required.



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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SCHEDULE B


to Security Agreement,


dated October 13, 2022 between


BitMine Immersion Technologies, Inc. and Roc Digital
Mining I LLC





 


The Debtor’s chief executive
office, principal place of business and place where the records relating to the Collateral shall be kept is located at:


 


33 Commercial Street, Raynham,
MA 02767





 


 


The Collateral will be located at:


 


435 County Road, 420 East, #21B, Pecos, Texas


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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