Exhibit 10.3 


 


PATENT SECURITY
AGREEMENT


 


This PATENT SECURITY AGREEMENT (as amended,
restated, supplemented or otherwise modified from time to time, this “Patent Security Agreement”) is entered
into as of March 15, 2017, by and among the grantor listed on the signature pages hereof (“Grantor”), and
JONATHAN KAHN, in his capacity as Agent (“Agent”) for the Lenders (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to that certain Demand
Note dated as of the date hereof (as amended, restated, supplemented, extended, renewed or otherwise modified from time to time,
the “Note”), by and among Agritech Worldwide, Inc., a Nevada corporation (“Borrower”), Jonathan
Kahn and Mo Garfinkle (collectively, the “Lenders”), the Lenders have agreed to make Loans (as defined in the
Note) to the Borrower;


 


WHEREAS, all of the Borrower’s
obligations to Agent and the Lenders under the Note are secured by liens on and security interests in substantially all of the
now existing and hereafter acquired real and personal property of the Borrower pursuant to and in accordance with that certain
Security Agreement, dated as of the date hereof, between the Borrower and Agent (the “Security Agreement”);
and


 


WHEREAS, in order to induce Agent and
the Lenders to enter into the Note and the Security Agreement and to induce the Lenders to make the Loans as provided for in the
Note, Grantor has agreed to execute and deliver to Agent, for the benefit of the Lenders, this Patent Security Agreement.


 


NOW, THEREFORE, in consideration of
the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Grantor hereby agrees as follows:


 


1.    DEFINED
TERMS. All capitalized terms used herein (including in the preamble and recitals hereto) but not otherwise defined herein have
the meanings given to them in the Security Agreement.


 


2.    GRANT OF
SECURITY INTEREST IN PATENT COLLATERAL. Grantor hereby grants to Agent, for the benefit of Lenders, a continuing first priority
security interest in all of Grantor’s right, title and interest in, to and under the following, whether presently existing
or hereafter created or acquired or arising in favor of Grantor (collectively, the “Patent Collateral”):


 


(a)   all of its
Patents, including, without limitation, those referred to on Schedule I hereto;


 


(b)   all reissues,
reexaminations, continuations, continuations-in-part, divisionals or extensions of the foregoing; and


 






     

     


    

 


(c)   all products
and proceeds of the foregoing, including, without limitation, all income, royalties and any claim by Grantor against third parties
for past, present or future infringement or dilution of any Patent.


 


3.    SECURITY
FOR OBLIGATIONS. This Patent Security Agreement and the security interest created hereby secures the payment and performance
of all the Obligations (as defined in the Note), whether now existing or arising hereafter. Without limiting the generality of
the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Obligations and would
be owed by Grantor to Agent, the Lenders, or any of them, whether or not they are unenforceable or not allowable due to the existence
of an insolvency proceeding involving Grantor.


 


4.    SECURITY
AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security
interests granted to Agent, for the benefit of the Lenders, pursuant to the Security Agreement. Grantor hereby acknowledges and
affirms that the rights and remedies of Agent with respect to the security interest in the Patent Collateral made and granted hereby
are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if
fully set forth herein.


 


5.    AUTHORIZATION
TO SUPPLEMENT. If Grantor shall obtain rights to any new patentable inventions or become entitled to the benefit of any patent
application or patent for any reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement
shall automatically apply thereto. Grantor shall give notice in writing to Agent, promptly (and in any event within two (2) Business
Days (as defined in the Note) after it receives notice or actual knowledge), with respect to any new patent application filed with
the United States Patent and Trademark Office, provided that Grantor shall not be required to disclose the exact name of the patent
until such patent application becomes public record with the United States Patent and Trademark Office. Without limiting Grantor’s
obligations under this Section 5, Grantor hereby authorizes Agent unilaterally to modify this Patent Security Agreement
by amending Schedule I to include any such new patent applications of Grantor. Notwithstanding the foregoing, no failure
to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s
continuing security interest in all Collateral, whether or not listed on Schedule I.


 


6.    COUNTERPARTS.
This Patent Security Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Patent
Security Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and
all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Patent Security Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Patent Security Agreement by telecopy or other electronic transmission shall be
effective as delivery of a manually executed counterpart of this Patent Security Agreement.


 






    	 	2	 



     


    

 


7.    CONSTRUCTION.
Unless the context of this Patent Security Agreement, the Security Agreement, or the Note clearly requires otherwise, references
to the plural include the singular, references to the singular include the plural, the terms “includes” and “including”
are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the
phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,”
and similar terms in this Patent Security Agreement, the Security Agreement, or the Note refer to this Patent Security Agreement,
the Security Agreement, or the Note, as the case may be, as a whole and not to any particular provision of this Patent Security
Agreement, the Security Agreement, or the Note, as the case may be. Section, subsection, clause, schedule, and exhibit references
herein are to this Patent Security Agreement unless otherwise specified. Any reference in this Patent Security Agreement, the Security
Agreement, or the Note to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to
any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements set forth herein). Any reference herein to any Person (as defined in the Note) shall be construed to include such
Person’s successors and assigns.


 


8.    TERMINATION.
This Patent Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations
outstanding) until (i) the Security Agreement and the Note have terminated pursuant to their express terms and (ii) all
of the Obligations have been indefeasibly paid and performed in full in cash and no commitments of Agent or the Lenders which would
give rise to any Obligations are outstanding.


 


[Signatures Immediately Follow] 


 






    	 	3	 



     


    

 


IN WITNESS WHEREOF, Grantor has caused
this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


 


GRANTOR: 


 


	 	AGRITECH WORLDWIDE, INC.
	 	 	 
	 	By:	
        /s/ Jonathan Kahn

	 	Name:	
        Jonathan Kahn

	 	Title:	
        Chief Executive
        Officer



 


Signature Page
to Patent Security Agreement


 






     

     


    

 





	ACKNOWLEDGED AND AGREED:	JONATHAN KAHN, as Agent
	 	 	 
	 	By:	
        /s/
        Jonathan Kahn

	 	Name:	
        Jonathan
        Kahn

	 	Title:	


 


Signature Page to Patent Security
Agreement 


 



     

     


    

 


SCHEDULE I 


 


to 


 


PATENT SECURITY AGREEMENT


 


Patent Registrations and Applications


 


 


	 	1.	Wholly Owned Insoluble Fiber Patents:


 


	 	a.	“Amorphous Insoluble Cellulosic Fiber and Method for Making Same” Shukla US 7,625,591 B2 (Issued December 1, 2009) 


 


	 	b.	“Emulsified Liquid Shortening Compositions” Shukla US 7,763,301 B2 (Issued July 27, 2010) 


 


Per its previous Research Agreement with the USDA effective
6/1/2011, the Company is the 50% owner of the intellectual property that was jointly produced through its CRADA relationship (“the
Patents”) and has the first rights to be the exclusive commercialization partner on this IP.    


 


	 	2.	Jointly-Owned Insoluble Fiber Patents:


 


	 	a.	“Cellulosic Arabinoxylan Fiber (CAF) and Methods of Preparing” Yadav et al. US Application #: 20150368372 (Filed June 22, 2015) 


 


	 	b.	“Insoluble Biomass Gel (IBG) and Methods of Preparing” Yadav et al. US Application #” 20150368372 (Filed June 22, 2015) 


 


	 	3.	Jointly-Owned Soluble Fiber Patents:


 


	 	a.	“Bio-Based Fiber Gums (BFGs) and Process For Producing BFGs” Yadav et al. US 9,434,788 B2 (Issued September 6, 2016) 


 


	 	b.	“Methods of Encapsulation and Methods of Producing a Gel Using Biobased Fiber Gum Oils” Onwulata et al. US Application # 14448014 (Filed July 31, 2014) 


 


	 	c.	“Methods of Decreasing the Viscosity of a Dietary Fiber” Yadav et al. US Application #: 14/872,533 (Filed October 1, 2015) 


 


	 	d.	“Bio-Fiber Gum Hydrolysates and Process of Producing” Yadav et al. Provisional Patent #62333456 (Filed May 9, 2016) 


 


	 	e.	“Process to Prepare Highly Functional Fiber Products and Products Produced Thereby” Yadav et al. US Application #: 15240702 (Filed August 18, 2016) 


 


	 	f.	“Composition Suitable for Making Edible Films or Coatings” Jin et al. Invention Disclosure submitted April 2016