Exhibit 10.3


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


Intellectual Property Security Agreement,
dated as of __________, by XG Sciences IP, LLC, a Michigan limited liability company, of 3101 Grand Oak Drive, Lansing, Michigan
48911 and XG Sciences, Inc., a Michigan corporation, of 3101 Grand Oak Drive, Lansing, Michigan 48911 (“Debtors”),
in favor of The Dow Chemical Company, of 2030 Dow Center, Midland, Michigan 48674 for itself and as agent for the benefit of all
other affiliates of Secured Party (each, an “Affiliate”) pursuant to the Security Agreement (in such capacity,
“Secured Party”).


 


WITNESSETH:


 


Whereas,
the Debtors are parties to Security Agreements dated as of __________ (the “Security Agreements”), in
favor of the Secured Party pursuant to which the Debtors are required to execute and deliver this Intellectual Property Security
Agreement;


 


Now,
Therefore, in consideration of the premises, the Debtors hereby agree with the Secured Party as follows:


 


SECTION 1.          Defined
Terms. Unless otherwise defined herein, terms defined in the Security Agreements and used herein have the meaning given to
them in the Security Agreements.


 


SECTION 2.          Grant
of Security Interest in Intellectual Property Collateral. The Debtors hereby pledge and grant to the Secured Party a lien on
and security interest in and to all of its right, title and interest in, to and under all the following Collateral of the Debtors:


 


		(a)	Patents of Debtors listed on Schedule A attached hereto
;



 


		(b)	Trademarks of Debtors listed on Schedule B attached hereto;



 


		(c)	all proceeds of any and all of the foregoing; and



 


		(d)	all future patent and trademark application filings in
the United States or any other country, of which Debtors shall notify Secured Party on a regular basis, but no less frequently
than annually, and descriptions of which Debtor shall promptly add to Schedule A attached hereto or Schedule B attached hereto,
as appropriate.



 


SECTION 3.          Security
Agreement. The security interest granted pursuant to this Intellectual Property Security Agreement is granted in conjunction
with the security interest granted to the Secured Party pursuant to the Security Agreements and Debtors hereby acknowledge and
affirm that the rights and remedies of the Secured Party with respect to the security interest in the Patents and Trademarks made
and granted hereby are more fully set forth in the Security Agreements, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this Intellectual Property Security Agreement is deemed
to conflict with the Security Agreements, the provisions of the Security Agreements shall control unless the Secured Party shall
otherwise determine.


 




     


     


    

 


SECTION
4.          Termination. Upon the payment in full and termination of
the Security Agreements, the Secured Party shall execute, acknowledge and deliver to the Debtors an instrument in writing,
prepared by debtors, in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in
the Patents and Trademarks under this Intellectual Property Security Agreement. 


 


SECTION 5.          Counterparts.
This Intellectual Property Security Agreement may be executed in any number of counterparts, all of which constitute one and the
same instrument, and any party hereto may execute this Intellectual Property Security Agreement by signing and delivering one or
more counterparts.


 


SECTION 6.          Governing
Law. This Intellectual Property Security Agreement and the transactions contemplated hereby, and all disputes between the parties
under or relating to this Intellectual Property Security Agreement or the facts or circumstances leading to its execution, whether
in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation)
of the State of Michigan, without regard to conflict of law principles that would require the application of laws of another jurisdiction.


 


[Signature page follows.]


 




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In
Witness Whereof, the Debtors have caused this Intellectual Property Security Agreement to be executed and delivered by its
duly authorized officers as of the date first set forth above.


 


	 	XG SCIENCES IP, LLP
	 	 	 
	 	By	 
	 	 	 
	 	Its	 
	 	 	Debtor
	 	 	 
	 	XG SCIENCES, INC.
	 	 	 
	 	By 	 
	 	 	 
	 	Its	
	 	 	 
	 	 	Debtor


 




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	 	Accepted and Agreed:
	 	 
	 	THE DOW CHEMICAL COMPANY
	 	 	 
	 	By	 
	 	 	 
	 	Its	 
	 	 	 
	 	 	Secured Party


 




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SCHEDULE A


TO


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


GRANTED PATENTS AND PATENT APPLICATIONS


 


U.S. Granted Patents 


 


	Patent No.	 	Title
	9,472,354	 	Electrodes for Capacitors from Mixed Carbon Compositions
	9,206,051	 	Mechanical Exfoliation Apparatus
	8,715,720	 	A Cloud Mixer and Method of Minimizing Agglomeration of Particles
	9,061,259	 	A Cloud Mixer and Method of Minimizing Agglomeration of Particles
	9,266,078	 	A Cloud Mixer and Method of Minimizing Agglomeration of Particles


 


U.S. Patent Applications


 


	Application No.	 	Title
	15/155,558	 	Process of Dry Milling Particulate Materials
	13/686,961	 	Single Mode Microwave Device for Producing Exfoliated Graphite
	14/201,986	 	Graphene Carbon Compositions
	14/488,417	 	Flexible Resin-Free Composites Containing Graphite & Fillers
	14/079,057	 	Silicon-Graphene Nanocomposites for Electrochemical Applications
	62/060,319	 	LiF-Embedded SiG Powder for Lithium-Ion Battery
	62/284,797	 	Thermal Interface Materials Using Graphene Coated Fillers
	15/082,363	 	Heat Exchanger Elements and Devices
	14/931,236	 	Mechanical Exfoliation Apparatus
	14/938,969	 	Single Mode Microwave Device for Producing Exfoliated Graphite
	15/002,454	 	Mechanical Exfoliation Apparatus
	15/013,028	 	Mechanical Exfoliation Apparatus
	15/047,995	 	Mechanical Exfoliation Apparatus
	15/050,496	 	Mechanical Exfoliation Apparatus
	15/018,885	 	Mechanical Exfoliation Apparatus
	15/050,517	 	Mechanical Exfoliation Apparatus
	62/303,612	 	Graphene Based Coating on Lead Grid for Lead Acid Batteries





  




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Foreign Granted Patents


 


	Country	 	Patent No.	 	Title
	China	 	ZL 2012 8 0065778.X	 	Single Mode Microwave Device for Producing Exfoliated Graphite
	China	 	ZL 2012 8 0052188.3	 	Cloud Mixer and Method of Minimizing Agglomeration of Particulates


 


Foreign Patent Applications


 


	Country	 	Application No.	 	Title
	Taiwan	 	Based on U.S. Patent Application No. 14/203,608	 	Electrodes for Capacitors from Mixed Carbon Compositions
	China	 	Based on U.S. Patent No. 9,206,051	 	Mechanical Exfoliation Apparatus


 




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SCHEDULE B


TO


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS


 


Registered Trademarks


 


	Country	 	Mark	 	Registration No.
	United States	 	XG LEAF	 	4652615
	United States	 	XG SCIENCES THE MATERIAL DIFFERENCE	 	4316435
	United States	 	XG SCIENCES	 	4001356
	United States	 	XGNP	 	3493218


 


Trademark Applications


 


	Country	 	Mark	 	Application No.
	United States	 	XG TIM	 	87153373
	United States	 	XG SIG	 	87153369
	United States	 	GNP	 	87089742


 




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