Exhibit 10.4


 


Execution Version


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT (this
“Agreement”) made and effective as of October 13, 2022, is executed by and between SOLLENSYS CORP, a Nevada
corporation (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company (the “Secured
Party”).


 


WHEREAS, pursuant to a Securities
Purchase Agreement dated as of the date hereof, between the Company and the Secured Party (the “Purchase Agreement”),
the Company has agreed to issue to the Secured Party and the Secured Party has agreed to purchase from Company a 10% Promissory Note (the
“Note”), as more specifically set forth in the Purchase Agreement; and


 


WHEREAS, in order to induce
the Secured Party to purchase the Note, the Company has agreed to execute and deliver to the Secured Party this Agreement for the benefit
of the Secured Party and to grant to Secured Party an unconditional and continuing, first priority security interest in all of the assets
and property of the Company to secure the prompt payment, performance and discharge in full of all of Company’s obligations under
the Note, and the Purchase Agreement and the other documents executed in connection with the Purchase Agreement (the “Transaction
Documents”).


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements of the parties hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties each intending to be legally bound, hereby do agree as follows:


 


1. Recitals. The recitations
set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference.


 


2.
Construction and Definition of Terms. In this Agreement, unless the express context otherwise requires: (i) the words “herein,”
“hereof’ and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular
provision of this Agreement; (ii) references to the words “Section” or “Subsection” refer to the respective
Sections and Subsections of this Agreement, and references to “Exhibit” or “Schedule” refer to the respective
Exhibits and Schedules attached hereto; (iii) wherever the word “include,” “includes” or “including”
is used in this Agreement, it will be deemed to be followed by the words “without limitation.” All capitalized terms used
in this Agreement that are defined in the Purchase Agreement or otherwise defined in Articles 8 or 9 of the Code shall have the meanings
assigned to them in the Purchase Agreement or the Code, respectively and as applicable, unless the context of this Agreement requires
otherwise. In addition to the capitalized terms defined in the Code and the Purchase Agreement, unless the context otherwise requires,
when used herein, the following capitalized terms shall have the following meanings (provided that if a capitalized term used herein is
defined in the Purchase Agreement and separately defined in this Agreement, the meaning of such term as defined in this Agreement shall
control for purposes of this Agreement):


 


(a) “Agreement” means this Security
Agreement and all amendments, modifications and supplements hereto.


 




     


     


    

 


(b) “Bankruptcy Code”
means the United States Bankruptcy Code, as amended from time to time, or any other similar laws, codes, rules or regulations relating
to bankruptcy, insolvency or the protection of creditors.


 


(c) “Business Premises”
shall mean (i) the Company’s offices located at 1470 Treeland Blvd SE, Palm Bay, Florida 32909, (ii) the additional offices listed
under Item 2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities
and Exchange Commission on March 30, 2022, (iii) various locations maintained from time to time, and (iv) in the cloud.


 


(d) “Closing”
shall mean the date on which this Agreement is fully executed by both parties.


 


(e) “Code”
shall mean the Uniform Commercial Code as in effect from time to time in the State of Nevada, provided that terms used herein which are
defined in the Code as in effect in the State of Nevada on the date hereof shall continue to have the same meaning notwithstanding any
replacement or amendment of such statute, except as the Secured Party may otherwise agree.


 


(f)
“Collateral” shall mean any and all property of the Company, of any kind or description, tangible or intangible,
real, personal or mixed, wheresoever located and whether now existing or hereafter arising or acquired, including the following: (i)
all property of, or for the account of, the Company now or hereafter coming into the possession, control or custody of, or in
transit to, Secured Party or any agent or bailee for Secured Party or any parent, affiliate or subsidiary of Secured Party or any
participant with Secured Party in the Obligations (whether for safekeeping, deposit, collection, custody, pledge, transmission or
otherwise), including all cash, earnings, dividends, interest, or other rights in connection therewith and the products and proceeds
therefrom, including the proceeds of insurance thereon; (ii) the following additional property of the Company, whether now existing
or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto,
substitutions, betterments and replacements therefor, products and Proceeds therefrom, and all of the Company’s books and
records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the
Company’s right, title and interest in and to all computer software required to utilize, create, maintain and process any such
records or data on electronic media, including all: (A) Accounts, and all goods whose sale, lease or other disposition by the
Company have given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Company, or rejected or
refused by an Account debtor; (B) As-extracted Collateral; (C) Chattel Paper (whether tangible or electronic); (D) Commodity
Accounts; (E) Commodity Contracts; (F) Deposit Accounts, including all cash and other property from time to time deposited therein
and the monies and property in the possession or under the control of the Secured Party or any affiliate, representative, agent,
designee or correspondent of the Secured Party; (G) Documents; (H) Equipment; (I) Farm Products; (J) Fixtures; (K) General
Intangibles (including all Payment Intangibles); (L) Goods, and all accessions thereto and goods with which the Goods are
commingled; (M) Health-Care Insurance Receivables; (N) Instruments; (O) Inventory, including raw materials, work-in-process and
finished goods; (P) Investment Property; (Q) Letter-of-Credit Rights; (R) Promissory Notes; (S) Software; (T) all Supporting
Obligations; (U) all commercial tort claims hereafter arising; (V) all other tangible and intangible personal property of the
Company (whether or not subject to the Code), including, all bank and other accounts and all cash and all investments therein, all
proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the
property of the Company described within the definition of Collateral (including, any proceeds of insurance thereon and all causes
of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed within the definition of
Collateral), and all books, correspondence, files and other Records, including, all tapes, desks, cards, Software, data and computer
programs in the possession or under the control of the Company or any other Person from time to time acting for the Company, in each
case, to the extent of the Company’s rights therein, that at any time evidence or contain information relating to any of the
property described or listed within the definition of Collateral or which are otherwise necessary or helpful in the collection or
realization thereof; (W) all real property interests of the Company and the interest of the Company in fixtures related to such real
property interests; and (X) Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any or all of the foregoing,
in each case howsoever the Company’s interest therein may arise or appear (whether by ownership, security interest, claim or
otherwise).


 






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(g) “Event of Default”
shall mean any of the events described in Section 4 hereof.


 


(h) “Obligations”
means all obligations and liabilities (monetary (including post-petition interest, allowed or not) or otherwise) of the Company under
this Agreement, the Purchase Agreement, the Note and any other Transaction Document which are owed to Secured Party, all in each case
howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become
due.


 


(i) “Uncured Continuing
Event of Default” means the occurrence of an Event of Default (as provided for herein) that has not been cured by the Company
on or before the expiration of the applicable cure period or has not otherwise been waived or consented to by the Secured Party.


 


3. Security.


 


(a) Grant of Security Interest.
As security for the full payment and performance of all of the Obligations, whether or not any instrument or agreement relating to any
Obligation specifically refers to this Agreement or the security interest created hereunder, the Company hereby assigns, pledges and grants
to Secured Party an unconditional, continuing, first priority security interest in all of the Collateral. Secured Party’s security
interest shall continually exist until all Obligations have been indefeasibly satisfied and/or paid in full.


 


(b) Representations, Warranties,
Covenants and Agreement of the Company. The Company covenants, warrants and represents, for the benefit of the Secured Party, as follows:


 


(i) The Company has the
requisite power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution,
delivery and performance by the Company of this Agreement and the filings contemplated herein have been duly authorized by all
necessary action on the part of the Company and no further action is required by the Company. This Agreement constitutes a legal,
valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights
generally.


 






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(ii) The Company represents
and warrants that it has no place of business or offices where their respective books of account and records are kept or places where
Collateral is stored or located, except for the Business Premises.


 


(iii) The Company is the sole
owner of the Collateral (except for non- exclusive licenses granted by the Company in the ordinary course of the Company’s business),
free and clear of any and all Encumbrances. The Company is fully authorized to grant the security interests in and to pledge the Collateral
to Secured Party. There is not on file in any agency, land records or other office of any governmental authority, an effective financing
statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor
of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect,
the Company shall not execute and shall not permit to be on file in any such agency, land records or other office any such 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).


 


(iv) No part of the Collateral
has been judged invalid or unenforceable. No claim, proceeding or other notice or other similar item has been received by the Company
that any Collateral or the Company’s use of any Collateral violates the rights of any Person. There has been no adverse decision
or claim to the Company’s ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company’s
right to keep and maintain such Collateral in full force and effect, and there is no claim or proceeding of any nature involving said
rights pending or, to the best knowledge of the Company, threatened, before any governmental authority.


 


(v)
The Company shall at all times maintain their books of account and records relating to their Collateral and maintain their Collateral
at the Business Premises, and the Company shall not relocate such books of account and records or its Collateral, except and unless: (A)
Secured Party first approves of such relocation, which approval shall not be unreasonably withheld, conditioned or delayed; or (B) evidence
that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to create
in favor of the Secured Party valid, perfected and continuing liens in the Collateral.


 


(vi) Upon making proper filings
(by Secured Party) described in the immediately following sentence or by possession or control of such Collateral by Secured Party or
delivery of such Collateral to Secured Party, this Agreement creates, in favor of the Secured Party, a valid, perfected, first priority
security interest in the Collateral. Except for the filing of financing statements on Form UCC-1 under the Code with the State of Nevada
no authorization or approval of, or filing with, or notice to any governmental authority is required either: (A) for the grant by the
Company of, or the effectiveness of, the security interest granted hereby or for the execution, delivery and performance of this Agreement
by the Company; or (B) for the perfection of or exercise by the Secured Party of its rights and remedies hereunder.


 




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(vii) Simultaneous with the
execution of this Agreement, the Company hereby authorizes the Secured Party to file one or more UCC financing statements, and any continuations,
amendments, or assignments thereof with respect to the security interests on the Collateral granted hereby, with the State of Nevada and
in such other jurisdictions as may be requested or desired by the Secured Party.


 


(viii) The execution, delivery
and performance of this Agreement, and the granting of the security interests contemplated hereby, will not: (A) constitute a violation
of, or conflict with the organizational or governing documents of the Company; (B) constitute a violation of, or a default or breach under
(either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination,
amendment, acceleration or cancellation of, any provision of any Contract or agreement to which Company is a party or by which any of
the Collateral may be bound; (C) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse
of time, or both), or conflicts with, any Judgment of any governmental authority; (D) constitute a violation of, or conflict with, any
law; or (E) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Encumbrance with respect to,
any Company Permits granted or issued to, or otherwise held by or for the use of, the Company or any of the Collateral. No Consent (including
from stockholders or creditors of the Company) is required for the Company to enter into and perform its obligations hereunder.


 


(ix) The Company shall at
all times maintain the liens and security interests provided for hereunder as valid and perfected liens and security interests in the
Collateral in favor of the Secured Party until this Agreement and the security interests hereunder shall terminate pursuant to Section
8(o) below. The Company shall at all times safeguard and protect all Collateral, at its own expense, for the account of the Secured Party.
At the request of the Secured Party, the Company will sign and deliver to the Secured Party at any time, or from time to time, one or
more financing statements pursuant to the Code (or any other applicable statute) 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, the Company shall
pay all fees, taxes and other amounts necessary to maintain the Collateral and the security interests granted hereunder, and the Company
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.


 


(x) The Company will not transfer,
pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured
Party, which consent may be withheld in the Secured Party’s sole and absolute discretion, except for transfers, sales or licenses
made in the ordinary course of the Company’s business.


 


(xi) The Company shall keep,
maintain and preserve all of the Collateral in good condition, repair and order, normal wear and tear excepted, and the Company will use,
operate and maintain the Collateral in compliance with all laws, and in compliance with all applicable insurance requirements and regulations.


 




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(xii) The Company shall, within
five (5) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial or material
change in the Collateral, and of the occurrence of any event which would have a Material Adverse Effect.


 


(xiii) The Company 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 its security interest in the Collateral.


 


(xiv) The Company will take
all commercially reasonable steps 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.


 


(xv) The Company shall promptly
notify the Secured Party in sufficient detail upon becoming aware of any claim, proceeding, or any other litigation, attachment, garnishment,
execution or other legal process levied, or pending or threatened, against any Collateral, and of any other information received by the
Company that may materially affect the value of the Collateral, the security interests granted hereunder or the rights and remedies of
the Secured Party hereunder.


 


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


 


(xvii) Company will promptly
pay when due all taxes and all transportation, storage, warehousing and all other charges and fees affecting or arising out of or relating
to the Collateral and shall defend the Collateral, at Company’s expense, against all claims of any Persons claiming any interest
in the Collateral adverse to Company or Secured Party.


 


(xviii) During normal business
hours and subject to prior reasonable notice from Secured Party to the Company (which notice may be e-mail or telephonic notice), Secured
Party and its agents and designees may enter the Business Premises and any other premises of the Company and inspect the Collateral and
all books and records of the Company (in whatever form), and the Company shall pay the reasonable costs of such inspections.


 






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(xix) The Company shall
maintain comprehensive casualty insurance on the Collateral against such risks, in such amounts, with such loss deductible amounts
and with such companies as may be reasonably satisfactory to the Secured Party, and each such policy shall contain a clause or
endorsement satisfactory to Secured Party naming Secured Party as loss payee and a clause or endorsement satisfactory to Secured
Party that such policy may not be canceled or altered and Secured Party may not be removed as loss payee without at least thirty
(30) days prior written notice to Secured Party. In all events, the amounts of such insurance coverages shall conform to prudent
business practices and shall be in such minimum amounts that Company will not be deemed a co-insurer under applicable insurance
laws, policies or practices. The Company hereby assigns to Secured Party and grants to Secured Party a security interest in any and
all proceeds of such policies and authorizes and empowers Secured Party to adjust or compromise any loss under such policies and to
collect and receive all such proceeds. The Company hereby authorizes and directs each insurance company to pay all such proceeds
directly and solely to Secured Party and not to the Company and Secured Party jointly. The Company authorizes and empowers Secured
Party to execute and endorse in Company name all proofs of loss, drafts, checks and any other documents or instruments necessary to
accomplish such collection, and any persons making payments to Secured Party under the terms of this subsection are hereby relieved
absolutely from any obligation or responsibility to see to the application of any sums so paid. After deduction from any such
proceeds of all costs and expenses (including attorney’s fees) incurred by Secured Party in the collection and handling of
such proceeds, the net proceeds shall be applied as follows: if no Event of Default shall have occurred and be continuing, such net
proceeds may be applied, at Company option, either toward replacing or restoring the Collateral, in a manner and on terms
satisfactory to Secured Party, or as a credit against such of the Obligations, whether matured or unmatured, as Secured Party shall
determine in Secured Party’s sole discretion. In the event that Company may and does elect to replace or restore any of the
Collateral as aforesaid, then such net proceeds shall be deposited in a segregated account opened in the name and for the benefit of
Secured Party, and such net proceeds shall be disbursed therefrom by Secured Party in such manner and at such times as Secured Party
deems appropriate to complete and insure such replacement or restoration; provided, however, that if an Event of Default shall occur
at any time before or after replacement or restoration has commenced, then thereupon Secured Party shall have the option to apply
all remaining net proceeds either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Secured
Party, or as a credit against such of the Obligations, whether matured or unmatured, as Secured Party shall determine in Secured
Party’s sole discretion. If an Event of Default shall have occurred prior to such deposit of the net proceeds, then Secured
Party may, in its sole discretion, apply such net proceeds either toward replacing or restoring the Collateral, in a manner and on
terms satisfactory to Secured Party, or as a credit against such of the Obligations, whether matured or unmatured, as Secured Party
shall determine in Secured Party’s sole discretion.


 


(xx) The Company shall cooperate
with Secured Party to obtain and keep in effect one or more control agreements in Deposit Accounts, Electronic Chattel Paper, Investment
Property and Letter-of-Credit Rights Collateral. In addition, the Company, at the Company expense, shall promptly: (A) execute all notices
of security interest for each relevant type of Software and other General Intangibles in forms suitable for filing with any United States
or foreign office handling the registration or filing of patents, trademarks, copyrights and other intellectual property and any successor
office or agency thereto; and (B) take all commercially reasonable steps in any proceeding before any such office or any similar office
or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application
and registration of any Software, General Intangibles or any other intellectual property rights and assets that are part of the Collateral,
including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.


 


(xxi) Company shall not file
any amendments, correction statements or termination statements concerning the Collateral without the prior written consent of Secured
Party, except as otherwise permitted by applicable law.


 




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(c) Collateral Collections.
After an Event of Default shall have occurred, Secured Party shall have the right at any and all times to enforce the Company’s
rights against all Persons obligated on any of the Collateral, including the right to: (i) notify and/or require the Company to notify
any or all Persons obligated on any of the Collateral to make payments directly to Secured Party or in care of a post office lock box
under the sole control of Secured Party established at Company’s expense, and to take any or all action with respect to Collateral
as Secured Party shall determine in its sole discretion, including, the right to demand, collect, sue for and receive any money or property
at any time due, payable or receivable on account thereof, compromise and settle with any Person liable thereon, and extend the time of
payment or otherwise change the terms thereof, without incurring any liability or responsibility to the Company whatsoever; and/or (ii)
require the Company to segregate and hold in trust for Secured Party and, on the day of Company receipt thereof, transmit to Secured Party
in the exact form received by the Company (except for such assignments and endorsements as may be required by Secured Party), all cash,
checks, drafts, money orders and other items of payment constituting any portion of the Collateral or proceeds of the Collateral. Secured
Party’s collection and enforcement of Collateral against Persons obligated thereon shall be deemed to be commercially reasonable
if Secured Party exercises the care and follows the procedures that Secured Party generally applies to the collection of obligations owed
to Secured Party.


 


(d) Care of Collateral.
Company shall have all risk of loss of the Collateral. Secured Party shall have no liability or duty, either before or after the occurrence
of an Uncured Continuing Event of Default, on account of loss of or damage to, to collect or enforce any of its rights against, the Collateral,
to collect any income accruing on the Collateral, or to preserve rights against Persons with prior interests in the Collateral. If Secured
Party actually receives any notices requiring action with respect to Collateral in Secured Party’s possession, Secured Party shall
take reasonable steps to forward such notices to the Company. The Company is responsible for responding to notices concerning the Collateral,
voting the Collateral, and exercising rights and options, calls and conversions of the Collateral. Secured Party’s sole responsibility
is to take such action as is reasonably requested by Company in writing, however, Secured Party is not responsible to take any action
that, in Secured Party’s sole judgment, would affect the value of the Collateral as security for the Obligations adversely. While
Secured Party is not required to take certain actions, if action is needed, in Secured Party’s sole discretion, to preserve and
maintain the Collateral, Company authorizes Secured Party to take such actions, but Secured Party is not obligated to do so.


 


4. Events of Default. The occurrence of
any one or more of the following events shall constitute an “Event of Default” hereunder:


 


(a) Failure to Pay. The
failure of Company to pay any sum due under or as part of the Obligations (whether by acceleration, declaration, extension or otherwise)
within five (5) business days of the date such amount is due.


 


(b) Covenants and Agreements.
The failure of Company to perform, observe or comply with any and all of the covenants, promises and agreements of the Company in this
Agreement, which such failure is not cured by the Company within ten (10) days after receipt of written notice thereof from Secured Party,
except that there shall be no notice or cure period with respect to any failure to pay any sums due under or as part of the Obligations.


 




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(c) Information, Representations
and Warranties. If any material representation or warranty made herein, or if any information contained in any financial statement,
application, schedule, report or any other document given by the Company in connection with the Obligations, with the Collateral, or with
any Transaction Document, is not in all respects true, accurate and complete in all material respect, or if the Company omitted to state
any material fact necessary to make such information not misleading.


 


(d) Default on Other Obligations.
The occurrence of any default under any other borrowing, Obligation or contract of the Company, if the result of such default would: (i)
permit any Person which is a party to any such borrowing, Obligation or contract, to accelerate the maturity thereof, or to cancel or
terminate any such borrowing, Obligation or contract; (ii) cause or be reasonably expected to cause a Material Adverse Effect; or (iii)
materially and adversely affect, as determined by Secured Party in good faith, but in its sole discretion, any of the Collateral, the
value thereof, Secured Party’s rights and remedies to realize upon such Collateral as set forth herein, or the Secured Party’s
ability to comply with the Transaction Documents.


 


(e) Insolvency. Company
shall be or become insolvent or unable to pay its debts as they become due or admits in writing to such insolvency or to such inability
to pay its debts as they become due.


 


(f) Involuntary Bankruptcy.
There shall be filed against Company an involuntary petition or other pleading seeking the entry of a decree or order for relief under
the Bankruptcy Code or any similar foreign, federal or state insolvency or similar laws ordering: (i) the liquidation of the Company;
or (ii) a reorganization of Company or the business and affairs of Company; or (iii) the appointment of a receiver, liquidator, assignee,
custodian, trustee, or similar official for Company of the property of Company, and the failure to have such petition or other pleading
denied or dismissed within thirty (30) calendar days from the date of filing.


 


(g) Voluntary Bankruptcy.
The commencement by the Company of a voluntary case under the Bankruptcy Code or any foreign, federal or state insolvency or similar laws
or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, or similar
official for Company of any of the property of the Company or the making by the Company of an assignment for the benefit of creditors,
or the failure by the Company generally to pay its debts as the debts become due.


 


(h) Judgments, Awards.
The entry of any final and non-appealable Judgment or other determination or adjudication against the Company and a determination by Secured
Party, in good faith but in its sole discretion, that any such Judgment or other determination or adjudication could have a Material Adverse
Effect, or could otherwise adversely affect the prospect for Secured Party to fully and punctually realize the full benefits conferred
on Secured Party by this Agreement and the other Transaction Documents, or the prospect of repayment of all the Obligations.


 


(i) Injunction. The
injunction or restraint of the Company in any manner from conducting its business in whole or in part and a determination by Secured
Party, in good faith but in its sole discretion, that the same could have a Material Adverse Effect, or could otherwise adversely
affect the prospect for Secured Party to fully and punctually realize the full benefits conferred on Secured Party by this Agreement
and the other Transaction Documents, or the prospect of repayment of all the Obligations.


 






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(j) Attachment by Other Parties.
Any Collateral shall be attached, levied upon, seized or repossessed, or come into the possession of a trustee, receiver or other custodian
and a determination by Secured Party, in good faith and reasonable discretion, that the same could have a Material Adverse Effect, or
could otherwise adversely affect the prospect for Secured Party to fully and punctually realize the full benefits conferred on Secured
Party by this Agreement and the other Transaction Documents, or the prospect of repayment of all the Obligations.


 


(k) Adverse Change in Financial
Condition. The determination in good faith by Secured Party that an event has occurred, either in the financial condition or operations
of the Company, or the Collateral, or otherwise, which event could have a Material Adverse Effect, or could otherwise adversely affect
the prospect for Secured Party to fully and punctually realize the full benefits conferred on Secured Party by this Agreement and the
other Transaction Documents.


 


(l) Adverse Change in Value
of Collateral. The determination in good faith by Secured Party that the security for the Obligations is or has become inadequate.


 


(m) Prospect of Payment or
Performance. The determination in good faith by Secured Party that the prospect for payment or performance of any of the Obligations
is impaired for any reason.


 


5. Rights and Remedies.


 


(a) Rights and Remedies of
Secured Party. Upon and after the occurrence of an Uncured Continuing Event of Default, Secured Party may, without notice or demand,
exercise in any jurisdiction in which enforcement hereof is sought, the following rights and remedies, in addition to the rights and remedies
available to Secured Party under the Purchase Agreement and any other Transaction Documents, the rights and remedies of a secured party
under the Code, and all other rights and remedies available to Secured Party under applicable law or in equity, all such rights and remedies
being cumulative and enforceable alternatively, successively or concurrently:


 


(i) Take absolute control
of the Collateral including transferring 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 the Company
to, and the Company hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part
of the Collateral as directed by the Secured Party and make it available to the Secured Party at a reasonable place or places to be
designated by the Secured Party that is convenient to Secured Party, and the Secured Party may enter into and occupy the Business
Premises or any other premises owned or leased by the Company where the Collateral or any part thereof is located or assembled in
order to effectuate the Secured Party’s rights and remedies hereunder or under law, including removing such Collateral
therefrom, without any obligation or liability to the Company in respect of such occupation, the Company HEREBY WAIVING ANY AND ALL
RIGHTS TO PRIOR NOTICE AND TO JUDICIAL HEARING WITH RESPECT TO REPOSSESSION OF COLLATERAL AND THE COMPANY HEREBY GRANTING TO SECURED
PARTY AND ITS AGENTS AND REPRESENTATIVES FULL AUTHORITY TO ENTER SUCH PREMISES;


 






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(iii) Without notice, except
as specified below, and without any obligation to prepare or process the Collateral for sale as provided for by the Code: (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. The Company 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 the Company 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; provided Secured Party shall provide written notice to Company setting forth
the time and place of such postponed or adjourned sale or disposition. The Company hereby waives any claims and actions against the Secured
Party arising by reason of the fact that the price at which any of 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 the Company may
have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. The Company hereby acknowledges
that: (X) any such sale of the Collateral by the Secured Party shall 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. In addition to the foregoing: (1) upon written
notice to the Company from the Secured Party after and during the continuance of an Uncured Continuing Event of Default, the Company shall
cease any use of any intellectual property or any trademark, patent or copyright similar thereto for any purpose described in such notice;
(2) the Secured Party may, at any time and from time to time after and during the continuance of an Uncured Continuing Event of Default,
license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Company’s intellectual
property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and (3) the Secured Party may, at any time, pursuant to the authority granted under this Agreement (such authority
being effective upon the occurrence and during the continuance of an Uncured Continuing Event of Default), execute and deliver on behalf
of the Company, one or more instruments of assignment of any intellectual property (or any application or registration thereof), in form
suitable for filing, recording or registration in any country.


 


(iv) Operate, manage and control
the Collateral (including use of the Collateral and any other property or assets of Company in order to continue or complete performance
of Company’s obligations under any contracts of Company), or permit the Collateral or any portion thereof to remain idle or store
the same, and collect all rents and revenues therefrom.


 




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(v) Enforce the Company’s rights
against any Persons obligated upon any of the Collateral.


 


(vi) The Company hereby acknowledges
that if the Secured Party complies with any applicable foreign, 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.


 


(vii) The Secured Party shall
not be required to marshal any present or future collateral security (including, 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 that the Company lawfully may, the
Company 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 that it lawfully may, the Company hereby irrevocably waives the benefits of all such laws.


 


(b) Power of Attorney.
Effective upon the occurrence of an Uncured Continuing Event of Default, Company hereby designates and appoints Secured Party and its
designees as attorney-in-fact of and for the Company, irrevocably and with full power of substitution, with authority to endorse the Company’s
name on any notes, acceptances, checks, drafts, money orders, instruments or other evidences of payment or proceeds of the Collateral
that may come into Secured Party’s possession; to execute proofs of claim and loss; to adjust and compromise any claims under insurance
policies; and to perform all other acts necessary and advisable, in Secured Party’s sole discretion, to carry out and enforce this
Agreement and the rights and remedies conferred upon the Secured Party by this Agreement, the Purchase Agreement or any other Transaction
Documents. All acts of said attorney or designee are hereby ratified and approved by the Company and said attorney or designee shall not
be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law. This power of attorney is coupled
with an interest and is irrevocable so long as any of the Obligations remain unpaid or unperformed or there exists any commitment by Secured
Party which could give rise to any Obligations. For the avoidance of doubt, this power of attorney shall automatically terminate upon
cure of the applicable Event of Default.


 


(c) Costs and
Expenses. The Company agrees to pay to the Secured Party, upon demand, the amount of any and all reasonable costs and expenses,
including the reasonable fees, costs, expenses and disbursements of counsel for the Secured Party and of any experts and agents,
which the Secured Party may incur in connection with: (i) the preparation, negotiation, execution, delivery, recordation,
administration, amendment, waiver or other modification or termination of this Agreement; (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any Collateral; (iii) the exercise or enforcement of any
of the rights of the Secured Party hereunder; or (iv) the failure by the Company to perform or observe any of the provisions hereof.
Included in the foregoing shall be the amount of all expenses paid or incurred by Secured Party in consulting with counsel
concerning any of its rights hereunder, under the Purchase Agreement or under applicable law, as well as such portion of Secured
Party’s overhead as Secured Party shall allocate to collection and enforcement of the Obligations in Secured Party’s
sole but reasonable discretion. All such costs and expenses shall bear interest from the date of outlay until paid, at the highest
rate set forth in the Note, or if none is so stated, the highest rate allowed by law. The provisions of this Subsection shall
survive the termination of this Agreement and Secured Party’s security interest hereunder and the payment of all
Obligations.


 






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6. Security Interest Absolute.
All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (i)
any lack of validity or enforceability of this Agreement, the Purchase Agreement, and any other Transaction Documents or any agreement
entered into in connection with the foregoing, or any portion hereof or thereof; (ii) 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 terms and provisions of the Purchase Agreement, any other Transaction Documents, or any other agreement entered into in connection
with the foregoing; (iii) any exchange, release or non-perfection of any of the Collateral, or any release or amendment or waiver of or
consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the Obligations; (iv) 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 (v) any other circumstance which might otherwise constitute any legal or equitable defense available
to the Company, 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, the
running of the statute of limitations or bankruptcy. 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 Code or any other similar insolvency or bankruptcy laws of any jurisdiction , or shall be
deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company’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. The
Company waives all right to require the Secured Party to proceed against any other Person or to apply any Collateral which the Secured
Party may hold at any time, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the
statute of limitations to any obligation secured hereby.


 


7. Indemnity. The Company
agrees to defend, protect, indemnify and hold the Secured Party forever harmless from and against any and all claims of any nature or
kind (including reasonable legal fees, costs, expenses, and disbursements of counsel) to the extent that they arise out of, or otherwise
result from, this Agreement (including, enforcement of this Agreement). This indemnity shall survive termination of this Agreement.


 






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8. Miscellaneous.


 


(a) Performance for Company. The Company
agrees and hereby authorizes that Secured Party may, upon the occurrence of an Uncured Continuing Event of Default, advance funds on
behalf of the Company, without prior notice to the Company, in order to insure the Company’s compliance with any covenant,
warranty , representation or agreement of the Company made in or pursuant to this Agreement, the Purchase Agreement, or any other
Transaction Documents, to continue or complete, or cause to be continued or completed, performance of the Company’s
obligations under any Contracts of the Company, or to preserve or protect any right or interest of Secured Party in the Collateral
or under or pursuant to this Agreement, the Purchase Agreement or any other Transaction Documents, including, the payment of any
insurance premiums or taxes and the satisfaction or discharge of any claim, obligation, judgment or any other encumbrance upon the
Collateral or other property or assets of Company; provided, however, that the making of any such advance by Secured Party shall not
constitute a waiver by Secured Party of any Uncured Continuing Event of Default with respect to which such advance is made, nor
relieve the Company of any such Uncured Continuing Event of Default. The Company shall pay to Secured Party upon demand all such
advances made by Secured Party with interest thereon at the highest rate set forth in the Note. All such advances shall be deemed to
be included in the Obligations and secured by the security interest granted Secured Party hereunder.


 


(b) Applications of Payments
and Collateral. Except as may be otherwise specifically provided in this Agreement or the Purchase Agreement, all Collateral and proceeds
of Collateral coming into Secured Party’s possession and all payments made by any Person to Secured Party with respect to any Collateral
may be applied by Secured Party (after payment of any amounts payable to the Secured Party pursuant to Section 5(c) hereof) to any of
the Obligations, whether matured or unmatured, as Secured Party shall determine in its sole, but reasonable discretion. Any surplus 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. Secured Party may defer the application
of Noncash Proceeds of Collateral, to the Obligations until Cash Proceeds are actually received by Secured Party. 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,
except as otherwise provided for in this Agreement, the Company shall be liable for the deficiency, together with interest thereon at
the highest rate specified in the Note 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.


 


(c) Waivers by
Company. The Company hereby waives, to the extent the same may be waived under applicable law: (i) notice of acceptance of this
Agreement; (ii) all claims and rights of the Company against Secured Party on account of actions taken or not taken by Secured Party
in the exercise of Secured Party’s rights or remedies hereunder, under the Purchase Agreement, and other Transaction Documents
or under applicable law; (iii) all claims of the Company for failure of Secured Party to comply with any requirement of applicable
law relating to enforcement of Secured Party’s rights or remedies hereunder, under the Purchase Agreement, under any other
Transaction Documents or under applicable law; (iv) all rights of redemption of the Company with respect to the Collateral; (v) in
the event Secured Party seeks to repossess any or all of the Collateral by judicial proceedings, any bond(s) or demand(s) for
possession which otherwise may be necessary or required; (vi) presentment, demand for payment, protest and notice of non-payment and
all exemptions applicable to any of the Collateral or the Company; (vii) any and all other notices or demands which by applicable
law must be given to or made upon the Company by Secured Party; (viii) settlement, compromise or release of the obligations of any
Person primarily or secondarily liable upon any of the Obligations; (ix) all rights of the Company to demand that Secured Party
release account debtors or other Persons liable on any of the Collateral from further obligation to Secured Party; and (x)
substitution, impairment, exchange or release of any Collateral for any of the Obligations. The Company agrees that Secured Party
may exercise any or all of its rights and/or remedies hereunder, under the Purchase Agreement, the other Transaction Documents and
under applicable law without resorting to and without regard to any Collateral or sources of liability with respect to any of the
Obligations. Upon termination of this Agreement and Secured Party’s security interest hereunder and payment of all
Obligations, within five (5) Business Days following the Company’s termination, payment or completion of its Obligations under
the Purchase Agreement, the Secured Party shall automatically release control of any security interest in the Collateral perfected
by control and Secured Party shall send Company a statement terminating any financing statement filed against the Collateral and
shall immediately provide proof of such release to the Company within that five (5) Business Day period.


 






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(d) Waivers by Secured Party.
No failure or any delay on the part of Secured Party in exercising any right, power or remedy hereunder, under this Agreement, the Purchase
Agreement, and other Transaction Documents or under applicable law, shall operate as a waiver thereof.


 


(e) Secured Party’s
Setoff. Secured Party shall have the right, in addition to all other rights and remedies available to it, following an Uncured Continuing
Event of Default, to set off against any Obligations due Secured Party, any debt owing to the Company by Secured Party.


 


(f) Modifications, Waivers
and Consents. No modifications or waiver of any provision of this Agreement, the Purchase Agreement, or any other Transaction Documents,
and no consent by Secured Party to any departure by the Company therefrom, shall in any event be effective unless the same shall be in
writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given, and any
single or partial written waiver by Secured Party of any term, provision or right of Secured Party hereunder shall only be applicable
to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver of any other right, power or
remedy. No notice to or demand upon the Company in any case shall entitle Company to any other or further notice or demand in the same,
similar or other circumstances.


 


(g) Notices. Except as
otherwise provided herein, the Company waives all notices and demands in connection with the enforcement of Secured Party’s rights
hereunder. All notices, requests, demands and other communications provided for hereunder shall be made in accordance with the terms of
the Purchase Agreement, and the Company agrees and acknowledges that notice to each of them may be sent and delivered to the Company,
as required under the Purchase Agreement, and such notice to the Company shall be deemed valid and effective notice to Company hereunder.


 






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(h) Applicable Law and
Consent to Jurisdiction. The Company and the Secured Party each irrevocably agrees that any dispute arising under, relating to,
or in connection with, directly or indirectly, this Agreement or related to any matter which is the subject of or incidental to this
Agreement (whether or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction and
venue of the state and/or federal courts located in the State of New York; provided, however, Secured Party may, at its sole option,
elect to bring any action in any other jurisdiction. This provision is intended to be a “mandatory” forum selection
clause and governed by and interpreted consistent with New York law. The Company and Secured Party each hereby consents to the
exclusive jurisdiction and venue of any state or federal court having its situs in the State of New York, and each waives any
objection based on forum non conveniens. The Company hereby waives personal service of any and all process and consent that all such
service of process may be made in the manner provided by applicable statute, law, or rule of court. Except for the foregoing
mandatory forum selection clause, this Agreement shall be construed in accordance with the laws of the State of Nevada, without
regard to the principles of conflicts of laws, except to the extent that the validity and perfection or the perfection and the
effect of perfection or non-perfection of the security interest created hereby, or remedies hereunder, in respect of any particular
Collateral are governed under the Code by the law of a jurisdiction other than the State of Nevada, in which case such issues shall
be governed by the laws of the jurisdiction governing such issues under the Code.


 


(i) Survival: Successors
and Assigns. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof,
shall survive Closing and shall continue in full force and effect until all Obligations have been paid in full, there exists no commitment
by Secured Party which could give rise to any Obligations and all appropriate termination statements have been filed terminating the security
interest granted Secured Party hereunder. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party. In the event that Secured Party assigns this Agreement and/or its security
interest in the Collateral, Secured Party shall give written notice to the Company of any such assignment and such assignment shall be
binding upon and recognized by the Company (provided that failure to deliver any such written notice shall not impair, negate or otherwise
adversely affect any of the Secured Party’s rights or remedies under this Agreement or any other Transaction Documents). All covenants,
agreements, representations and warranties by or on behalf of the Company which are contained in this Agreement shall inure to the benefit
of Secured Party, its successors and assigns. The Company may not assign this Agreement or delegate any of its rights or obligations hereunder,
without the prior written consent of Secured Party, which consent may be withheld in Secured Party’s sole and absolute discretion.


 


(j) Severability. If
any term, provision or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable
by any court or governmental authority of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of
such term, provision or condition nor any other term, provision or condition, and this Agreement shall survive and be construed as if
such invalid or unenforceable term, provision or condition had not been contained therein.


 


(k) Merger and
Integration. This Agreement and the attached Schedules (if any), together with the Purchase Agreement and the other Transaction
Documents, contain the entire agreement of the parties hereto with respect to the matters covered and the transactions contemplated
hereby and thereby, and no other agreement, statement or promise made by any party hereto or thereto, or by any employee, officer,
agent or attorney of any party hereto, which is not contained herein or therein shall be valid or binding.


 






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(l) WAIVER OF JURY TRIAL.
THE COMPANY HEREBY: (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (b) WAIVES TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE COMPANY AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY
WAY PERTAINING TO THIS AGREEMENT, THE PURCHASE AGREEMENT AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE
LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT
THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST
PARTIES WHO ARE NOT PARTIES TO THIS SECURITY AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY
MADE BY THE COMPANY AND THE COMPANY HEREBY AGREES THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. SECURED PARTY IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT
TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE COMPANY AND SECURED PARTY, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH
WAIVER OF RIGHT TO TRIAL BY JURY. THE COMPANY REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND
IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS
THIS WAIVER WITH COUNSEL.


 


(m) Execution. This Agreement
may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and
same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the
other party. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format
file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation
of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.


 


(n) Headings. The headings
and sub-headings contained in the titling of this Agreement are intended to be used for convenience only and shall not be used or deemed
to limit or diminish any of the provisions hereof.


 


(o) Termination.
This Agreement and the security interests hereunder shall terminate on the date on which all Obligations have been indefeasibly paid
or discharged in full and there are no commitments outstanding for Secured Party to advance any funds to the Company and/or Company,
either under the Purchase Agreement, the Transaction Documents or any other Contract. Upon such termination, the Secured Party, at
the request and at the expense of the Company, will join in executing any termination statement with respect to any financing
statement executed and filed pursuant to this Agreement.


 






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(p) Gender and Use of Singular
and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party
or parties or their personal representatives, successors and assigns may require.


 


(q) Further Assurances.
The parties hereto will execute and deliver such further instruments and do such further acts and things as may be reasonably required
to carry out the intent and purposes of this Agreement.


 


(r) Time is of the Essence.
The parties hereby agree that time is of the essence with respect to performance of each of the parties’ obligations under this
Agreement. The parties agree that in the event that any date on which performance is to occur falls on a Saturday, Sunday or state or
national holiday, then the time for such performance shall be extended until the next business day thereafter occurring.


 


(s) Joint Preparation.
The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not, solely as a matter of
judicial construction, be construed more severely against one of the parties than the other.


 


(t) Increase in Obligations.
It is the intent of the parties to secure payment of the Obligations, as the amount of such Obligations may increase from time to time
in accordance with the terms and provisions of the Purchase Agreement, and all of the Obligations, as so increased from time to time,
shall be and are secured hereby. Upon the execution hereof, the Company shall pay any and all documentary stamp taxes and/or other charges
required to be paid in connection with the execution and enforcement of the Purchase Agreement and this Agreement, and if, as and to the
extent the Obligations are increased from time to time in accordance with the terms and provisions of the Note, then the Company shall
immediately pay any additional documentary stamp taxes or other charges in connection therewith.


 


[signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto have duly executed this Security
Agreement as of the day and year first above written.


 


COMPANY:


 


	 	Sollensys Corp
	 	 	 
	 	By:	/s/ Donald Beavers
	 	Name:	Donald Beavers
	 	Title:	Chief Executive Officer
	 	 	 
	 	SECURED PARTY:
	 	 
	 	AJB Capital Investments, LLC
	 	 	 
	 	By:	/s/ Ari Blaine
	 	Name:	Ari Blaine
	 	Title:	Partner


 






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