Exhibit 10.12


 


Execution
Version


 


AMENDED
AND RESTATED


 


SECURITY
AGREEMENT


 


This
SECURITY AGREEMENT, dated as of June 7, 2022 (this “Agreement”), is among Optimus Healthcare Services, Inc., a Florida
corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto (such subsidiaries,
the “Subsidiaries” and, together with the Company, the “Debtors”) and the holders of the Notes
(as defined herein) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company has issued to the Secured Parties the following promissory notes: (a) the Company’s Original Issue Discount Senior
Secured Convertible Promissory Notes issued on May 25, 2021, as amended and due on May 25, 2024, in the aggregate principal amount of
$2,200,000.00 (the “May 2021 Notes”), and (b) the Company’s Original Issue Discount Senior Secured Convertible
Promissory Notes issued as of the date hereof and due on June 7, 2024, following their issuance, in the aggregate principal amount of
$2,200,000 (the “May 2022 Notes” and, together with the May 2021 Notes, the “Notes”);


 


WHEREAS,
pursuant to the Securities Purchase Agreement dated as of May 25, 2021 (as amended, modified or supplemented from time to time in accordance
with its terms, the “May 2021 Purchase Agreement”), the Secured Parties have severally agreed to extend the loans
to the Company evidenced by the May 2021 Notes;


 


WHEREAS,
pursuant to the Securities Purchase Agreement dated as of the date hereof (as amended, modified or supplemented from time to time in
accordance with its terms, the “May 2022 Purchase Agreement” and together with the May 2021 Purchase Agreement, the
“Purchase Agreements” and each individually a “Purchase Agreement”), the Secured Parties have severally
agreed to extend the loans to the Company evidenced by the May 2022 Notes;


 


WHEREAS,
in order to induce the Secured Parties to extend the loans evidenced by the May 2021 Notes each Debtor agreed to execute and deliver
to the Secured Parties that certain Security Agreement dated as of May 25, 2021 (the “Existing Security Agreement”);


 


WHEREAS,
in order to induce the Secured Parties to extend the loans evidenced by the May 2021 Notes, the Secured Parties and each Debtor have
agreed to amend and restate the Existing Security Agreement and each Debtor has agreed to grant the Secured Parties, pari passu with
each other Secured Party and through the Agent (as defined in Section 18 hereof), a security interest in certain property
of such Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Notes;
and


 


WHEREAS,
each Debtor party to the Existing Security Agreement wishes to affirm its obligations under the terms of the Existing Security Agreement
and wishes to amend and restate the terms of the Existing Security Agreement pursuant to the terms of this Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


(v) All
commercial tort claims;


 


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


 






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(vii) All
investment property;


 


(viii) All
supporting obligations;


 


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


 


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


 


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


 


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


 


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


 






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(c) “Necessary
Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such
other instruments or documents as the Agent (as that term is defined below) may reasonably request.


 


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


 


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


 


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


 


(h) “Purchase
Agreement” shall have the meaning given to such term in the preamble.


 


2. Reaffirmation
and Grant of Security Interest in Collateral. Each Debtor party to the Existing Security Agreement reaffirms the security interest
granted under the terms and conditions of this Security Agreement and agrees that such security interest remains in full force and effect
and is hereby ratified, reaffirmed and confirmed. Each Debtor to the Existing Security Agreement acknowledges and agrees with the Secured
Parties that the Existing Security Agreement is amended, restated, and superseded in its entirety pursuant to the terms hereof. Furthermore,
as an inducement for the Secured Parties to extend the loans as evidenced by the Notes and to secure the complete and timely payment,
performance and discharge in full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably
pledges, grants and hypothecates to the Secured Parties a perfected, first priority security interest in and to, a lien upon and a right
of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security
Interest” and, collectively, the “Security Interests”).


 






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3. Delivery
of Certain Collateral.  Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause
to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities (if
any), and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together
with all Necessary Endorsements.  The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or have
previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities. Notwithstanding
anything contained herein, prior to any Event of Default, the Company shall have the right vote any Pledged Securities and receive dividends
therefrom.


 


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


 


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


 


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


 


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


 






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


 


(e) This
Agreement creates in favor of the Secured Parties a valid first priority security interest in the Collateral, subject only to Permitted
Liens, securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph,
all security interests created hereunder in any Collateral which may be perfected by filing UCC financing statements shall have been
duly perfected. Except for (i) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(dd)
hereof) with respect to copyrights and copyright applications referred to in paragraph (z) in the United States Copyright Office, (ii) the
recordation of the Intellectual Property Security Agreement (as defined in Section 4(dd) hereof) with respect to patents and trademarks
of the Debtors referred to in paragraph (bb) in the United States Patent and Trademark Office, and (iii) the delivery of the certificates
and other instruments provided in Section 3, no action is necessary to create, perfect or protect the security interests created
hereunder. Without limiting the generality of the foregoing, except for the foregoing, no consent of any third parties and no authorization,
approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (x) the execution,
delivery and performance of this Agreement, (y) the creation or perfection of the Security Interests created hereunder in the Collateral
(to the extent such Collateral can be perfected by the filing of a UCC financing statement) or (z) the enforcement of the rights
of the Agent and the Secured Parties hereunder.


 


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


 


(g) The
capital stock and other equity interests listed on Schedule G hereto (including all uncertificated equity interests
consisting of capital stock of any corporation as well as partnership or limited liability company interests of any other entity) (the
“Pledged Securities”) represent all of the capital stock and other equity interests of the Debtors, and represent
all capital stock and other equity interests owned, directly or indirectly, by the Company.  All of the Pledged Securities
are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and
clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted
Liens.


 






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(h) Except
for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected,
first priority liens and security interests in the Collateral in favor of the Secured Parties until this Agreement and the Security Interest
hereunder shall be terminated pursuant to Section 14 hereof.  Each Debtor hereby agrees to defend the same against
the claims of any and all persons and entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured
Parties.  At the request of the Agent, each Debtor will deliver to the Agent on behalf of the Secured Parties at any time or
from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Agent and will pay the
cost of filing the same in all public offices wherever filing is, or is deemed by the Agent to be, necessary or desirable to effect the
rights and obligations provided for herein. Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and
other amounts necessary to maintain the Collateral and the Security Interests hereunder, and each Debtor shall obtain and furnish to
the Agent 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. In addition to the foregoing, each Debtor shall promptly execute and deliver to the Agent
such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and
assurances and take such further action as the Agent may from time to time request and may in its sole discretion deem necessary to perfect,
protect or enforce the Secured Parties’ security interest in the Collateral, including, without limitation, if applicable, the
execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual
Property Security Agreement”) in which the Secured Parties have been granted a security interest hereunder, substantially in
a form reasonably acceptable to the Agent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject
to all of the terms and conditions hereof.


 


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


 


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


 


(k) Each
Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter
acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having
similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities
and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient
to cover the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and
the insurer issuing such policy to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured
under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever,
such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty
(30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy;
and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty
(30) days of notice from the insurer of such default. All loss payments under any insurance policy shall be paid to the Agent If no Event
of Default (as defined in the Notes) exists, then  upon approval by Agent, which approval shall not be unreasonably withheld,
delayed, denied or conditioned, loss payments in excess of $250,000, each instance may be applied by the applicable Debtor to the repair
and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or
the balance thereof remaining, to the extent not so applied, shall be paid to the Agent on behalf of the Secured Parties.


 






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(l) Each
Debtor shall, within five (5) days of obtaining knowledge thereof, advise the Secured Parties, in sufficient detail, of any material
adverse change in the Collateral, and of the occurrence of any event that would have a material adverse effect on the value of the Collateral
or on the Secured Parties’ security interest, through the Agent, therein.


 


(m) Upon
one (1) day’s prior notice (so long as no Event of Default has occurred or continuing, which in either such event, no prior notice
is required), each Debtor shall permit the Agent and its representatives and agents to inspect the Collateral during normal business
hours and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent from time to time.


 


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


 


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


 


(p) The
Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights
and franchises material to its business. No Debtor will change its name, change of location of any Collateral, type of organization,
jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add
any new fictitious name unless it provides at least thirty (30) days’ prior written notice to the Secured Parties of such change
and, at the time of such written notification, such Debtor provides any financing statements or fixture filings necessary to perfect
and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


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


 






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(r) No
Debtor may relocate its chief executive office to a new location without providing thirty (30) days’ prior written notification
thereof to the Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements
or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






    -10-


     


    

 


(cc)
Each Debtor shall promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take such further action as the Agent may from time to time
request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Parties’ security interest in
the Collateral.


 


(dd)Each
Debtor will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive
licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business)
without the prior written consent of the Agent.


 


(ee).
Each Debtor, hereby, to the extent applicable, affirms each representation and warranty set forth in the Purchase Agreement.


 


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


 


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


 


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


 


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


 


(c) The
failure by any Debtor to observe or perform any of its obligations hereunder or thereunder for five (5) days after the earlier of (i)
delivery to such Debtor of notice of such failure by or on behalf of a Secured Party or (ii) the date the applicable Debtor knew of or
should have known of such failure to observe or perform the applicable obligation;


 


(d)
The failure by any Debtor to observe or perform any of its obligations under any material agreement with respect to which such Debtor
is a party and such failure has not been cured by the time the applicable grace period, if any, has lapsed; or


 


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


 






    -11-


     


    

 


7. Duty
to Hold in Trust.


 


(a) Upon
the occurrence and during the continuance of any Event of Default, each Debtor shall upon receipt of any revenue, income, dividend, interest
or other sums subject to the Security Interests, whether payable pursuant to the Notes or otherwise, or of any check, draft, note, trade
acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Parties and shall
forthwith endorse and transfer any such sums or instruments, or both, to the Agent, pro-rata in proportion to their respective then-currently
outstanding principal amount of Notes for application to the satisfaction of the Obligations (and if any Notes is not outstanding, pro-rata
in proportion to the initial purchases of the remaining Notes).


 


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


 


8. Rights
and Remedies Upon Default.


 


(a) Upon
the occurrence and during the continuance of any Event of Default, the Secured Parties, acting through the Agent, shall have the right
to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Parties shall have all the rights and remedies
of a secured party under the UCC.  Without limitation, the Agent, for the benefit of the Secured Parties, shall have the following
rights and powers:


 


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


 


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


 






    -12-


     


    

 


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


 


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


 


(v) The
Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other person or
entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties, or its designee.


 


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


 


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


 


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


 






    -13-


     


    

 


9. Applications
of Proceeds. Upon the occurrence and continuance of any Event of Defaut, the Collateral Agent shall apply the cash proceeds of any
action taken by it pursuant to this Agreement, after deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral
Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or
in part of the Obligations, as set forth in the Purchase Agreement, and only after such application and after the payment by the Collateral
Agent of any other amount required by any regulation, need the Collateral Agent account for the surplus, if any, to any Debtor. If, upon
the sale, license or other disposition of all of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the
Secured Parties are legally entitled, the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 18%
per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys
employed by the Secured Parties to collect such deficiency.  To the extent permitted by applicable law, each Debtor waives
all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral,
unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject
to further appeal) of a court of competent jurisdiction.


 


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


 


11. Costs
and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing
required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases
and/or termination statements related thereto or any expenses of any searches reasonably required by the Agent.  The Debtors
shall also pay all other claims and charges which in the reasonable opinion of the Agent is reasonably likely to prejudice, imperil or
otherwise affect the Collateral or the Security Interests therein.  The Debtors will also, upon demand, pay to the Agent the
amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which
the Agent, for the benefit of the Secured Parties, may incur in connection with the creation, perfection, protection, satisfaction, foreclosure,
collection or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this
Agreement and pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, which the Agent, for the benefit of the Secured Parties, and the Secured Parties may incur in connection
with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization
upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Notes.


 






    -14-


     


    

 


12. Responsibility
for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall
in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability
for any reason.  Without limiting the generality of the foregoing and except as required by applicable law, (a) neither the
Agent nor any Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral
or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for
sale, and (b) each Debtor shall remain obligated and liable under each contract or agreement included in the Collateral to be observed
or performed by such Debtor thereunder.  Neither the Agent nor any Secured Party shall have any obligation or liability under
any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any
payment relating to any of the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the
obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any
payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party
under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times.


 


13. Security
Interests Absolute. All rights of the Secured Parties and all obligations of each Debtor hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered into in connection
with the foregoing, or any portion hereof or thereof, against any other Debtor or Guarantor; (b) any change in the time, manner or place
of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent
to any departure from the Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection
of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee,
or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel
in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance
which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security
Interests granted hereby.  Until the Obligations shall have been paid and performed in full (other than contingent obligations
for which no claim has been made), the rights of the Secured Parties shall continue even if the Obligations are barred for any reason,
including, without limitation, the running of the statute of limitations.  Each Debtor expressly waives presentment, protest,
notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral
or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have
been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed
to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall
survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of
this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof.  Each
Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which
the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising
by reason of the application of the statute of limitations to any obligation secured hereby.


 






    -15-


     


    

 


14. Term
of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Notes have been
indefeasibly paid in full and all other Obligations (other than contingent obligations for which no claim has been made) have been paid
or discharged; provided, however, that all indemnities of the Debtors contained in this Agreement (including, without limitation,
Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.


 


15. Power
of Attorney; Further Assurances.


 


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


 


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


 






    -16-


     


    

 


(c) Each
Debtor upon request of the Agent, shall provide Agent such further documents, such as one or more landlord waiver, and such further information,
and take such further action as Agent may reasonably request. .


 


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


 


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


 


18. Appointment
of Agent.  If and as applicable, the Secured Parties hereby appoint Arena Investors LP to act as their agent (“Agent”)
for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment shall continue until revoked
in writing by the Secured Parties, at which time the Secured Parties shall appoint a new Agent. The Agent shall have the rights, responsibilities
and immunities set forth in Annex B hereto.


 


19. Miscellaneous.


 


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


 


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


 


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


 






    -17-


     


    

 


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


 


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


 


(f) This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company
and the Subsidiaries may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Agent
(other than by merger).  Any Secured Party may assign any or all of its rights under this Agreement to any Person (as defined
in the Purchase Agreement) to whom such Secured Party assigns or transfers any Obligations, provided such transferee agrees in writing
to be bound, with respect to the transferred Obligations, by the provisions of this Agreement that apply to the “Secured Parties.”


 


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


 


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


 






    -18-


     


    

 


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


 


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


 


(k) Each
Debtor agrees to indemnify, pay and hold harmless the Agent and the Secured Parties and their respective assignees and affiliates and
their respective officers, directors, managers, managing members, members, partners, employees, agents, brokers, advisers, consultants,
auditors, and attorneys of any of them (collectively, “Indemnitees”) from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Purchaser Indemnitee shall be designated a party thereto) imposed on, incurred
by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement or the Collateral,
except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or
willful misconduct of the Indemnitee as determined by a final, nonappealable decision of a court of competent jurisdiction; provided
that the Debtors shall not be obligated to indemnify the Indemnitees, or have any liability, in excess of the aggregate Purchase Price
(as defined in the Purchase Agreement).  This indemnification provision is in addition to, and not in limitation of, any other
indemnification provision in the Notes, the Purchase Agreement or any other agreement, instrument or other document executed or delivered
in connection herewith or therewith.


 


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


 


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


 


(n) Each
Secured Party and the Agent shall have the right of set-off.


 


[SIGNATURE
PAGE OF DEBTORS FOLLOWS]


 




    -19-


     


    

 


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


 





	OPTIMUS HEALTHCARE SERVICES, INC.	 
	 	 	 
	By:	 	 	 
	 	Name:  	Marc Wiener	 
	 	Title:	Chief Executive Officer	 





 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    -20-


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO SECURITY AGREEMENT]


 


Name
of Investing Entity: 


 


Signature
of Authorized Signatory of Investing entity: _________________________


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


 




    -21-


     


    




 


[SIGNATURE
PAGE OF HOLDERS TO SECURITY AGREEMENT]


 


Name
of Investing Entity: 


 


Signature
of Authorized Signatory of Investing entity: _________________________


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory




 






    -22-


     


    




 


[SIGNATURE
PAGE OF HOLDERS TO SECURITY AGREEMENT]


 


Name
of Investing Entity: 


 


Signature
of Authorized Signatory of Investing entity: _________________________


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


 




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ANNEX
A


 


to


 


SECURITY
AGREEMENT


 


FORM
OF ADDITIONAL DEBTOR JOINDER


 


Security
Agreement dated as of June 7, 2022 made by Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between
Dandelions, Inc.) and its subsidiaries party thereto from time to time, as Debtors to and in favor of the Secured Parties identified
therein (the “Security Agreement”).


 


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


 


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


 


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


 


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


 


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


 





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


 






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ANNEX
B


 


to


 


SECURITY
AGREEMENT


 


THE
AGENT


 


1. Appointment.
 The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective meanings provided
in the Security Agreement to which this Annex B is attached (the “Agreement”)), by their acceptance of the benefits
of the Agreement, hereby designate Arena Investors LP (“Agent”) as the Agent to act as specified herein and in the
Agreement.  Each Secured Party shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the
provisions of the Agreement and any other Transaction Document (as such term is defined in the Purchase Agreement) and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof
and thereof and such other powers as are reasonably incidental thereto.  The Agent may perform any of its duties hereunder
by or through its agents or employees.


 


2. Nature
of Duties.  The Agent shall have no duties or responsibilities except those expressly set forth in the Agreement.  Neither
the Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for any action taken
or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence
of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct
as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.  The duties of the
Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of the Agreement or any other Transaction
Document a fiduciary relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction
Document (as defined in the Purchase Agreement), expressed or implied, is intended to or shall be so construed as to impose upon the
Agent any obligations in respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein.


 


3. Lack
of Reliance on the Agent.  Independently and without reliance upon the Agent, each Secured Party, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the
Company and its subsidiaries in connection with such Secured Party’s investment in the Debtors, the creation and continuance of
the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection
therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral
from time to time, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured
Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are
incurred or at any time or times thereafter.  The Agent shall not be responsible to the Debtors or any Secured Party for any
recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in
connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority
or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any
of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions
or conditions of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the
Collateral, or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other
Transaction Documents.


 






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4. Certain
Rights of the Agent.  The Agent shall have the right to take any action with respect to the Collateral, on behalf of all
of the Secured Parties.  To the extent practical, the Agent shall request instructions from the Secured Parties with respect
to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall
be entitled to act or refrain from acting in accordance with the instructions of the Secured Party; if such instructions are not provided
despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action
is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and
the Agent shall not incur liability to any person or entity by reason of so refraining.  Without limiting the foregoing, (a)
no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting
hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question
or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing and (b) the Agent shall not be required
to take any action that the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to
this Agreement, the Transaction Documents or applicable law.


 


5. Reliance.  The
Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement, certificate,
telex, teletype or facsimile message, cablegram, radiogram, order or other document or telephone message signed, sent or made by the
proper person or entity, and, with respect to all legal matters pertaining to the Agreement and the other Transaction Documents and its
duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and the other Transaction
Documents and its duties thereunder, upon advice of other experts selected by it.  Anything to the contrary notwithstanding,
the Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors or
is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully
created, perfected, or enforced or are entitled to any particular priority.


 


6. Indemnification.  To
the extent that the Agent is not reimbursed and indemnified by the Debtors, the Secured Parties will jointly and severally reimburse
and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Notes, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the Agreement
or any other Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document except
for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely
from the Agent’s own gross negligence or willful misconduct.  Prior to taking any action hereunder as Agent, the Agent
may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Agent for
costs and expenses associated with taking such action.


 






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7. Resignation
by the Agent.


 


(a) The
Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any
time by giving 30 days’ prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties.  Such
resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.


 


(b) Upon
any such notice of resignation, the Secured Parties shall appoint a successor Agent hereunder.


 


(c) If
a successor Agent shall not have been so appointed within said thirty (30)-day period, the Agent shall then appoint a successor Agent
who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above.  If a
successor Agent has not been appointed within such thirty (30)-day period, the Agent may petition any court of competent jurisdiction
or may interplead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including,
but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable
by the Debtors on demand.


 


8. Rights
with respect to Collateral.  Each Secured Party agrees with all other Secured Parties and the Agent (i) that it
shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to
any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or any of
the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of
this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement
and the other Transaction Documents.  Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent
and the retiring Agent shall be discharged from its duties and obligations under the Agreement.  After any retiring Agent’s
resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.


 


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