SECURITY AGREEMENT


 


 


This SECURITY
AGREEMENT (this “Agreement”) is executed as of September [14
], 2018, by GREENWAY TECHNOLOGIES, INC., a Texas corporation (the “Debtor”), in favor of MABERT, LLC, a Texas
limited liability company (the “Secured Party”), as agent for the lenders under that certain Loan Agreement
of even date herewith, by and among the Debtor, the lenders party thereto (the “Lenders”) and the Secured Party
(the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the
Loan Agreement.


1.                 
Grant. The Debtor, for valuable consideration, receipt whereof is hereby acknowledged,
hereby grants to the Secured Party, as agent for the Lenders, a security interest in the following described property and interests
in property of the Debtor (the “Collateral”) whether now owned or hereafter acquired:


 


		(a)	All assets;



 


		(b)	All personal
property;



 


(c)               
All “accounts”,
“general intangibles”, “chattel paper”, “contract rights”, “documents”, “goods”,
“instruments”, “deposit accounts”, “inventory”, “farm
products”, “fixtures” and “equipment”,
as such terms are defined in Article
9 of the Texas Uniform Commercial Code (the “UCC”)
in effect on the date hereof;


 


(d)               
All general
intangibles of every kind, including without limitation,
federal, state and local tax refunds and claims of all kinds;
all rights as a licensee or any kind; all customer
lists, telephone numbers, and purchase orders, and all rights to purchase,
lease sell, or otherwise acquire
or deal with real or personal property and
all rights relating thereto;


 


(e)               
All returned
and repossessed goods and all rights
as a seller of goods of the Debtor; all
collateral securing any of the foregoing; all
deposit accounts, special and general, whether
on deposit with the Secured Party
or others;


 


(f)                
All life
and other insurance policies, claims in contract,
tort or otherwise, and all judgments now
or hereafter arising therefrom;


 


(g)               
All right,
title, and interest of the Debtor,
and all of the Debtor’s rights, remedies, security, and liens,
in, to and in respect of all accounts
and other collateral, including, without limitation, rights of stoppage
in transit, replevin, repossession, and reclamation
and other rights and remedies of an unpaid
vendor, lienor, or secured party, and all guarantees
and other contracts of suretyship with
respect to any accounts and other collateral,
and all deposits and other security for any
accounts and other collateral, and all
credit and other insurance;


 


(h)               
All notes,
drafts, letters of credit, contract rights, and
things in action; all drawings, specifications,
blueprints and catalogs; and all raw materials,
work in process, materials used or consumed
in the Debtor’s business, goods, finished goods, returned goods
and all other goods and inventory of whatsoever
kind or nature, any and all wrapping,
packaging, advertising and shipping materials, and all documents
relating thereto, and all labels
and other devices, names and marks affixed or
to be affixed thereto for purposes of
selling or identifying


 


 







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the same or the seller or manufacturer thereof;


 


(i)                
All inventory,
raw materials and work
in progress wherever located; all present
and future claims against any
supplier of any of the foregoing, including
claims for defective goods or overpayments
to or undershipments by suppliers; all
proceeds arising from the lease or rental
of any of the foregoing; inventory returned
by the Debtor to its suppliers shall
remain subject to the Secured Party’s
security interest;


 


(j)                
All equipment
and fixtures, including without limitation all machinery,
machine tools, motors, controls, parts, vehicles, workstations, tools,
dies, jigs, furniture, furnishings, and fixtures;
and all attachments, accessories, accessions and property
now or hereafter affixed to or used in
connection with any of the foregoing,
and all substitutions and replacements
for any of the foregoing; all warranty
and other claims against any vendor or
lessor of any of the foregoing;


 


		(k)	All investment
property;



 


(l)                
All books,
records, ledger cards, computer data, and programs
and other property and general intangibles
at any time evidencing or relating to any or all of the foregoing;
and


 


(m)            
All cash and non-cash
products and proceeds of any of the foregoing,
in whatever form, including proceeds in the form
of inventory, equipment, or any other form of personal
property, including proceeds of proceeds and proceeds
of insurance, and all claims by the Debtor
against third parties for loss or damage
to, or destruction of, or otherwise relating
to, any or all of the foregoing;


 


to secure payment of the obligations
of the Debtor to the Secured Party and the Lenders under the Loan Agreement and the Notes (as defined in the Loan Agreement) (the
“Obligations”):


 


 


2.                 
Remedies. UPON AN EVENT OF DEFAULT AND AT ANY TIME THEREAFTER, THE SECURED PARTY
MAY DECLARE ALL OBLIGATIONS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE THE REMEDIES OF A SECURED PARTY UNDER THE
UCC. The requirements of reasonable notice shall be met if delivered in accordance with
Section 3 at least ten (10) days before the time of the sale or disposition. The Secured Party may buy the Collateral at
any public sale.


 


The
remedies of the Secured Party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein
or under the UCC shall not be construed as a waiver of any of the other remedies of the Secured Party so long as any part of the
Debtor’s Obligation remains unsatisfied.


 


3.                 
Notice. All notices and other communications under this Agreement shall be in accordance
with Section 8.4 of the Loan Agreement.


 


4.                 
General. No waiver by the Secured Party of any default shall operate as a waiver
of any other default or of the same default on a future occasion. All rights of the Secured Party hereunder shall inure to the
benefit of its successors and assigns; and all obligations of the Debtor shall bind its successors or assigns. This Agreement shall
become effective when it is signed by the Debtor.




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The
Debtor irrevocably authorizes the Secured Party at any time and from time to time to file in any jurisdiction any financing statements
and amendments that: (a) name Collateral as collateral thereunder (including a collateral description of “all assets”),
regardless of whether any particular Collateral falls within the scope of the UCC; and (b) contain any other information required
by the UCC for sufficiency or filing office acceptance. The Debtor ratifies any such filings made prior to the date hereof.


 


If
any of the provisions of this Agreement, or the application thereof to any person, party or circumstances, shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons, parties
or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Law.


 


IRRESPECTIVE
OF THE PLACE OF EXECUTION AND/OR DELIVERY, THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS.


 


[Signature page follows.]




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IN WITNESS WHEREOF, the
undersigned has executed this Agreement to be effective as of the date first written above.


 


DEBTOR:


 


GREENWAY TECHNOLOGIES, INC.


 


 


		By:/s/ Ransom Jones




		Name: Ransom Jones




		Title:  Chief Financial Officer




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Security Agreement]