Exhibit
10.4


 


AMENDED AND RESTATED
SECURITY AGREEMENT


 


AMENDED AND RESTATED SECURITY
AGREEMENT (this “Agreement”), dated as of August 25, 2021, by and among (a) COMSovereign
holding corp., a Nevada corporation (the “Company”); (b) with respect to Section 24 hereof, LIND
GLOBAL ASSET MANAGEMENT IV, LLC, in its capacity as an “Investor” (as such term is defined in the Initial SPA referred to
below) (in such capacity, the “Initial Investor”); (c) with respect to Section 24 hereof, LIND GLOBAL FUND II LP,
in its capacity as an “Investor” (as such term is defined in the Second SPA referred to below) (in such capacity, the “Second
Investor” and, collectively with the Initial Investor, the “Investors” and each, individually, an “Investor”);
and (d) LIND GLOBAL ASSET MANAGEMENT IV, LLC as agent (hereinafter, in such capacity, the “Secured Party”) for
itself and the Investors.


 


WHEREAS, the Company
(a) and the Initial Investor have entered into that certain Securities Purchase Agreement dated as of May 27, 2021 (as amended and in
effect from time to time, the “Initial SPA”) and (b) issued to the Initial Investor that certain Amended and Restated
Convertible Promissory Note dated as of the date hereof (as amended and in effect from time to time, the “Existing Note”);
and


 


WHEREAS, the Company
has granted to the Initial Investor a security interest and lien on substantially all of its assets in order to secure the payment and
performance of the Company’s obligations to the Initial Investor under the Initial SPA and the Existing Note pursuant to that certain
Security Agreement dated as of May 27, 2021 by and between the Company and the Initial Investor (as amended and in effect from time to
time, the “Original Security Agreement”); and


 


WHEREAS, the Company
(a) and the Second Investor are entering into that that certain Securities Purchase Agreement dated as the date hereof (as amended and
in effect from time to time, the “Second SPA” and, collectively with the Initial SPA, the “SPAs”, and
each, individually, an “SPA”); and (b) issued to the Second Investor that Convertible Promissory Note dated as of the
date hereof (as amended and in effect from time to time, the “Global Fund II Note” and, collectively with the Existing
Note, the “Notes”, and each, individually, a “Note”); and


 


WHEREAS, each of the
Company and the Initial Investor wishes to continue and reaffirm the grants of liens and security interests by the Company in favor of
the Initial Investor under the Original Security Agreement and, to the extent not covered in the Original Security Agreement, grant liens
in favor of the Secured Party hereunder to secure all obligations owing to the Investors under the Transaction Documents (as hereinafter
defined); and


 


WHEREAS, the Company
wishes to grant liens and security interests by the Company in favor of the Secured Party for the benefit of Second Investor to secure
its obligations to the Second Investor under the Second SPA and the Global Fund II Note; and


 


WHEREAS, the Initial
Investor, as the original “Secured Party” under the Original Security Agreement wishes to assign the security interest granted
thereunder to the Secured Party acting as agent for the benefit of the Investors to secure the obligations of the Company owing to each
Investor under its applicable SPA and Note and the Secured Party hereby accepts such assignment; and


 






     


     


    

 


WHEREAS, the parties
hereto now wish to amend and restate the Original Security Agreement in the form hereof, which shall amend and restate in its entirety
the Original Security Agreement;


 


NOW, THEREFORE, in
consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1. Definitions.
All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the Initial SPA. All terms
defined in the Uniform Commercial Code of the State (as hereinafter defined) and used herein shall have the same definitions herein as
specified therein, however, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another
Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9, and the following terms shall have
the following meanings:


 


“Event of Default”
means the occurrence of any “Event of Default” under and as defined in each of the Initial SPA, the Existing Note, the Second
SPA or the Global Fund II Note.


 


“Lien” means
any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, lien (statutory or otherwise), encumbrance,
conditional sale agreement, capital lease, financing lease, deposit arrangement, title retention agreement, and any other agreement, trust
or arrangement that in substance secures payment or performance of an obligation.


 


“Obligations”
means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured
or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Company to any Investor or
the Secured Party in any currency, under, in connection with or pursuant to the any Transaction Document (including, without limitation,
this Agreement), and whether incurred by the Company alone or jointly with another or others and whether as principal, guarantor or surety
and in whatever name or style and (b) all expenses, costs and charges incurred by or on behalf of any Investor or the Secured Party in
connection with any Transaction Document (including this Agreement) or the Collateral, including all legal fees, court costs, receiver’s
or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition,
realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking, defending or participating
in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with any Investor’s or the Secured
Party’s interest in any Collateral, whether or not directly relating to the enforcement of this Agreement or any other Transaction Document.


 


“Permitted Lien”
means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for taxes, fees, assessments
and other governmental charges or levies) in respect of any amount (i) which is not at the time overdue or (ii) which may be overdue but
the validity of which is being contested at the time in good faith by appropriate proceedings and for which the Company has maintained
adequate reserves, in each case so long as the holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies
with respect to such Lien; and (b) Liens which are permitted in writing by the Secured Party in its sole and absolute discretion.


 


“State” means
the State of New York.


 


“Transaction Document”
means any “Transaction Document” as defined under each SPA, and “Transaction Documents” means all “Transaction
Documents” as defined in the Initial SPA and all “Transaction Documents” as defined in the Second SPA.


 






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2. Grant
of Security Interest.


 


2.1. Grant;
Collateral Description. (a) The Company hereby ratifies and affirms
the grant of security interests made pursuant to the Original Security Agreement, and, in addition (b) the Company hereby grants to the
Secured Party, for the benefit of the Investors and the Secured Party, to secure the payment and performance in full of all of the Obligations,
a security interest in and pledges and assigns to the Secured Party, for the benefit of the Investors and the Secured Party, the following
properties, assets and rights of the Company, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and
products thereof (all of the same being hereinafter called the “Collateral”): all personal and fixture property of every
kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes),
documents (whether tangible or electronic), accounts (including health-care-insurance receivables), chattel paper (whether tangible or
electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort
claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money,
insurance claims and proceeds, and all general intangibles (including all payment intangibles). 


 


2.2. Excluded
Collateral. The grant of the security interest contained in §2.1
shall not extend to, and the term “Collateral” shall not include, any investment property consisting of the equity interests
of any Subsidiary (any investment property consisting of the equity interests of any Subsidiary is hereinafter referred to as the “Excluded
Assets”), provided that the grant of the security interest contained in §2.1 shall include any and all proceeds thereof.


 


2.3. Commercial
Tort Claims. The Secured Party acknowledges that the attachment
of its security interest in any commercial tort claim as original collateral is subject to the Company’s compliance with §4.7.


 


3. Authorization
to File Financing Statements. The Company hereby irrevocably authorizes
the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial
financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Company or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code
of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information
required by part 5 of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction for the sufficiency or filing office
acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization and any
organizational identification number issued to the Company. The Company agrees to furnish any such information to the Secured Party promptly
upon the Secured Party’s request. 


 






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4. Other
Actions. Further to insure the attachment, perfection and first
priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in the Collateral, the Company agrees,
in each case at the Company’s own expense, to take the following actions with respect to the following Collateral and without limitation
on the Company’s other obligations contained in this Agreement:


 


4.1. Promissory
Notes and Tangible Chattel Paper. If the Company shall, now
or at any time hereafter, hold or acquire any promissory notes or tangible chattel paper, the Company shall forthwith endorse, assign
and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured
Party may from time to time specify.


 


4.2. Deposit
Accounts. For each deposit account that the Company, now or at any
time hereafter, opens or maintains the Company shall, at the Secured Party’s request and option, pursuant to an agreement in form and
substance satisfactory to the Secured Party, cause the depositary bank to agree to comply without further consent of the Company, at any
time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to
such deposit account. The Secured Party agrees with the Company that the Secured Party shall not give any such instructions or withhold
any withdrawal rights from the Company, unless an Event of Default has occurred and is continuing, or, if effect were given to any withdrawal
not otherwise permitted by the Transaction Documents, would occur. The provisions of this paragraph shall not apply to any deposit accounts
specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company’s
salaried employees.


 


4.3. Investment
Property. If the Company shall, now or at any time hereafter,
hold or acquire any certificated securities (other than those which constitute Excluded Assets, the Company shall forthwith endorse, assign
and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured
Party may from time to time specify. If any securities now or hereafter acquired by the Company which constitute Collateral are uncertificated
and are issued to the Company or its nominee directly by the issuer thereof, the Company shall immediately notify the Secured Party thereof
and, at the Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause
the issuer to agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party
as to such securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired
by the Company and which constitute Collateral are held by the Company or its nominee through a securities intermediary or commodity intermediary,
the Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement
in form and substance satisfactory to the Secured Party, cause such securities intermediary or (as the case may be) commodity intermediary
to agree to comply, in each case without further consent of the Company or such nominee, at any time with entitlement orders or other
instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case
may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary.
The Secured Party agrees with the Company that the Secured Party shall not give any such entitlement orders or instructions or directions
to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal
or dealing rights by the Company, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment
and withdrawal rights not otherwise permitted by the Transaction Documents, would occur. The provisions of this paragraph shall not apply
to any financial assets credited to a securities account for which the Secured Party is the securities intermediary.


 






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4.4. Collateral
in the Possession of a Bailee. If any goods are at an time
in the possession of a bailee, the Company shall promptly notify the Secured Party thereof and, if requested by the Secured Party, shall
promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such
Collateral for the benefit of the Secured Party and shall act upon the instructions of the Secured Party, without the further consent
of the Company.


 


4.5. Electronic
Chattel Paper, Electronic Documents and Transferable Records. If
the Company, now or at any time hereafter, holds or acquires an interest in any Collateral that is electronic chattel paper, any electronic
document or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global
and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Company
shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, shall take such action as the Secured
Party may reasonably request to vest in the Secured Party control, under §9-105 of the Uniform Commercial Code of the State or any
other relevant jurisdiction, of such electronic chattel paper, control, under §7-106 of the Uniform Commercial Code of the State
or any other relevant jurisdiction, of such electronic document or control, under Section 201 of the federal Electronic Signatures in
Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such
jurisdiction, of such transferable record. The Secured Party agrees with the Company that the Secured Party will arrange, pursuant to
procedures satisfactory to the Secured Party and so long as such procedures will not result in the Secured Party’s loss of control, for
the Company to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UCC §9-105,
UCC §7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or §16
of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred
and is continuing or would occur after taking into account any action by the Company with respect to such electronic chattel paper, electronic
document or transferable record. The provisions of this §4.5 relating to electronic documents and “control” under UCC §7-106
apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially
the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter
adopted and become effective in the State or in any other relevant jurisdiction.


 


4.6. Letter-of-Credit
Rights. If the Company is at any time a beneficiary under a letter
of credit now or hereafter issued in favor of the Company, the Company shall promptly notify the Secured Party thereof and, at the request
and option of the Secured Party, the Company shall, pursuant to an agreement in form and substance satisfactory to the Secured Party,
either (a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds
of the letter of credit or (b) arrange for the Secured Party to become the transferee beneficiary of the letter of credit.


 


4.7. Commercial
Tort Claims. If the Company shall at any time hold or acquire
a commercial tort claim, the Company shall immediately notify the Secured Party in a writing signed by the Company of the particulars
thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance satisfactory to the Secured Party.


 






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4.8. Other
Actions as to any and all Collateral. The Company further agrees
to take any and all other actions reasonably requested in writing by the Secured Party to ensure the attachment, perfection and first
priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and all of the Collateral,
including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform
Commercial Code of any relevant jurisdiction, to the extent, if any, that the Company’s signature thereon is required therefor, (b) causing
the Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to
attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral,
(c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such
provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security
interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals, in form and substance satisfactory
to the Secured Party, including any consent of any licensor, lessor or other person obligated on Collateral, (e) obtaining waivers from
mortgagees and landlords in form and substance satisfactory to the Secured Party and (f) taking all actions under any earlier versions
of the Uniform Commercial Code or under any other law, as reasonably determined by the Secured Party to be applicable in any relevant
Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.***


 


4.9. Patent
and Trademark Assignments. Concurrently herewith (to the extent
of any federally registered patents and/or trademarks owned by the Company on the date hereof) or, in the case of federally registered
patents and/or trademarks acquired after the date hereof, promptly upon the Company becoming the owner thereof, the Company is executing
and delivering to the Secured Party or will execute and deliver to the Secured Party, as the case may be, the Patent Assignment and the
Trademark Assignment pursuant to which the Company is collaterally assigning to the Secured Party, for the benefit of the Secured Party
and the Investors, certain Collateral consisting of patents and patent rights and trademarks, service marks and trademark and service
mark rights, together with the goodwill appurtenant thereto. The provisions of the Patent Assignment and the Trademark Assignment are
supplemental to the provisions of this Agreement, and nothing contained in the Patent Assignment or the Trademark Assignment shall derogate
from any of the rights or remedies of the Secured Party hereunder. Nor shall anything contained in the Patent Assignment or the Trademark
Assignment be deemed to prevent or extend the time of attachment or perfection of any security interest in such Collateral created hereby.


 


5. Representations
and Warranties Concerning a Company’s Legal Status. The Company
has, on the date hereof, delivered to the Secured Party a certificate signed by the Company and entitled “Perfection Certificate”
(the “Perfection Certificate”). The Company represents and warrants to the Secured Party and each of the Investors as
follows: as of the date hereof (a) the Company’s exact legal name is that indicated on the Perfection Certificate and on the signature
page hereof, (b) the Company is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate,
(c) the Perfection Certificate accurately sets forth the Company’s organizational identification number or accurately states that the
Company has none, (d) the Perfection Certificate accurately sets forth the Company’s place of business or, if more than one, its chief
executive office, as well as the Company’s mailing address, if different, (e) all other information set forth on the Perfection Certificate
pertaining to the Company is accurate and complete, and (f) there has been no change in any of such information since the date on which
the Perfection Certificate was signed by the Company.


 






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6. Covenants
Concerning Company’s Legal Status. The Company covenants with the
Secured Party and each Investor as follows: (a) without providing at least thirty (30) days prior written notice to the Secured Party,
the Company will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational
identification number if it has one, (b) if the Company does not have an organizational identification number and later obtains one, the
Company will forthwith notify the Secured Party of such organizational identification number, and (c) the Company will not change its
type of organization, jurisdiction of organization or other legal structure.


 


7. Representations
and Warranties Concerning Collateral, Etc. The Company further represents
and warrants to the Secured Party and the Investors as follows: (a) the Company is the owner of or has other rights in or power to transfer
the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement
and the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority
covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the
Company holds no commercial tort claim except as indicated on the Company’s Perfection Certificate, (d) all other information set forth
on the Company’s Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, (e) the Company
has at all times operated its business in compliance in all material respects with all applicable provisions of the federal Fair Labor
Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control,
shipment, storage or disposal of hazardous materials or substances and (f) there has been no change in any of such information since the
date on which the Company’s Perfection Certificate was signed by the Company.


 


8. Covenants
Concerning Collateral, Etc. The Company further covenants with the
Secured Party and the Investors as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices,
the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection
Certificate and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written
notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights
in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall defend
the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party,
(c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to exist any right of any person
in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person, or become bound (as provided in Section
9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction or otherwise) by a security agreement in favor
of any person as secured party, (d) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable
time, wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral
or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company
will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for dispositions
of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course of business, and the sale of inventory
in the ordinary course of business consistent with past practices.


 






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9. Collateral
Protection Expenses; Preservation of Collateral.


 


9.1. Expenses
Incurred by Secured Party. In the Secured Party’s discretion, the
Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, and pay any necessary
filing fees or insurance premiums, in each case if the Company fails to do so. The Company agrees to reimburse the Secured Party on demand
for all expenditures so made. Neither the Secured Party nor any Investor shall have any obligation to the Company to make any such expenditures,
nor shall the making thereof be construed as a waiver or cure of any default or Event of Default.


 


9.2. Secured
Party’s Obligations and Duties. Anything herein to the contrary
notwithstanding, the Company shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed
or performed by the Company thereunder. Neither the Secured Party nor any Investor 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 Secured Party or any Investor of any payment
relating to any of the Collateral, nor shall the Secured Party or any Investor be obligated in any manner to perform any of the obligations
of the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received
by the Secured Party or any Investor 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 Secured Party or to which the Secured Party or any Investor may be entitled at any time or times.
The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession,
under §9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as
the Secured Party deals with similar property for its own account, but with no duty to preserve rights against prior parties.


 


10. Securities
and Deposits. The Secured Party may at any time following and during
the continuance of an Event of Default, at its option, transfer to itself or any nominee any securities constituting Collateral,
receive any income thereon and hold such income as additional Collateral or apply it to the Obligations. Whether or not any Obligations
are due, the Secured Party may, following and during the continuance of an Event of Default demand, sue for, collect, or make any settlement
or compromise which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security
for the Obligations, any deposits or other sums at any time credited by or due from the Secured Party to the Company may at any time be
applied to or set off against any of the Obligations then due and owing.


 






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11. Notification
to Account Debtors and Other Persons Obligated on Collateral. If
an Event of Default shall have occurred and be continuing:


 


(a)
the Company shall, at the request and option of the Secured Party, notify account debtors and other persons obligated on any of the Collateral
of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that
payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured
Party’s agent therefor;


 


(b)
the Secured Party may itself, without notice to or demand upon the Company, so notify account debtors and other persons obligated on Collateral;


 


(c)
after the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of accounts,
chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Secured Party, for the
benefit of the Secured Party, without commingling the same with other funds of the Company and shall turn the same over to the Secured
Party in the identical form received, together with any necessary endorsements or assignments; and


 


(d) the
Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral
and received by the Secured Party to the payment of the Obligations, such proceeds to be immediately credited after final payment in cash
or other immediately available funds of the items giving rise to them.


 


12. Power
of Attorney.


 


12.1. Appointment
and Powers of Secured Party. The Company hereby irrevocably constitutes
and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact
with full irrevocable power and authority in the place and stead of the Company or in the Secured Party’s own name, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments
that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby
gives said attorneys the power and right, on behalf of the Company, without notice to or assent by the Company, to do the following:


 


(a) upon
the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect
to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the
State or any other relevant jurisdiction and as fully and completely as though the Secured Party were the absolute owner thereof for all
purposes, and to do, at the Company’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary
or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the
intent of this Agreement, all no less fully and effectively as the Company might do, including (i) upon written notice to the Company,
the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a
view to causing the liquidation of assets of the issuer of any such securities and (ii) the execution, delivery and recording, in connection
with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer
with respect to such Collateral; and


 


(b) to
the extent that the Company’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto,
with or without the Company’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party
may deem appropriate and to execute in the Company’s name such financing statements and amendments thereto and continuation statements
which may require the Company’s signature.


 






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12.2. Ratification
by Company. To the extent permitted by law, the Company hereby ratifies
all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest
and is irrevocable.


 


12.3. No
Duty on Secured Party. The powers conferred on the Secured Party
hereunder are solely to protect the interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party
to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually receives as a result of the
exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company for
any act or failure to act, except for the Secured Party’s own gross negligence or willful misconduct.


 


13. Rights
and Remedies. If an Event of Default shall have occurred and be
continuing, the Secured Party, without any other notice to or demand upon the Company, shall have in any jurisdiction in which enforcement
hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial
Code of the State or any other relevant jurisdiction and any additional rights and remedies as may be provided to a secured party in any
jurisdiction in which Collateral is located, including the right to take possession of the Collateral, and for that purpose the Secured
Party may, so far as the Company can give authority therefor, enter upon any premises on which the Collateral may be situated and remove
the same therefrom. The Secured Party may in its discretion require the Company to assemble all or any part of the Collateral at such
location or locations within the jurisdiction(s) of the Company’s principal office(s) or at such other locations as the Secured Party
may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market, the Secured Party shall give to the Company at least ten (10) Business Days prior written notice of the time and
place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The
Company hereby acknowledges that ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. In addition,
the Company waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s
rights and remedies hereunder, including its right following an Event of Default to take immediate possession of the Collateral and to
exercise its rights and remedies with respect thereto.


 


14. Standards
for Exercising Rights and Remedies. To the extent that applicable
law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Company acknowledges and agrees
that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured
Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other
finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain
or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral
to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral
or to fail to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and
other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to
advertise dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized
nature, (f) to contact other persons, whether or not in the same business as the Company, for expressions of interest in acquiring all
or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of the Collateral, whether
or not the collateral is of a specialized nature, (h) to dispose of the Collateral by utilizing Internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers
of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance
or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of the Collateral or to provide to
the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by
the Secured Party, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Secured Party
in the collection or disposition of any of the Collateral. The Company acknowledges that the purpose of this §14 is to provide non-exhaustive
indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under the Uniform Commercial Code
of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies against the Collateral and that other actions
or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this
§14. Without limitation upon the foregoing, nothing contained in this §14 shall be construed to grant any rights to the Company
or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the
absence of this §14. 


 






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15. No
Waiver by Secured Party, etc. Neither the Secured Party nor any
Investor shall be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral unless such waiver
shall be in writing and signed by the Secured Party with the consent of the Investors. No delay or omission on the part of the Secured
Party or any Investor in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy.
A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and
remedies of the Secured Party and the Investors with respect to the Obligations or the Collateral, whether evidenced hereby or by any
other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time
or at such times as the Secured Party deems expedient.


 


16. Suretyship
Waivers by Company. The Company waives demand, notice, protest,
notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken
in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, the
Company assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release
of or failure to perfect any security interest in any such Collateral, to the addition or release of any party or person primarily or
secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in
such manner and at such time or times as the Secured Party may deem advisable. The Secured Party shall have no duty as to the collection
or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any
rights pertaining thereto beyond the safe custody thereof as set forth in §9.2. The Company further waives any and all other suretyship
defenses.


 


17. Marshaling.
The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral)
for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of
payment in any particular order, and all of the rights and remedies of the Secured Party hereunder and of the Secured Party in respect
of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however
existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will not invoke any law relating to the marshaling
of collateral which might cause delay in or impede the enforcement of the Secured Party’s rights and remedies under this Agreement or
under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which
any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Company hereby
irrevocably waives the benefits of all such laws.


 


18. Proceeds
of Dispositions; Expenses. The Company shall pay to the Secured
Party on demand any and all expenses, including attorneys’ fees and disbursements, incurred or paid by the Secured Party in protecting
or preserving the Secured Party’s rights and remedies under or in respect of any of the Obligations or any of the Collateral and any such
expenses incurred in releasing any security interest granted hereunder and, in addition, the Company shall pay to the Secured Party on
demand any and all expenses, including attorneys’ fees and disbursements, incurred or paid by the Secured Party in enforcing the Secured
Party’s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses,
the residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually received in cash, be
applied to the payment of the Obligations in such order or preference as is provided in the SPAs, proper allowance and provision being
made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any
payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned
to the Company. In the absence of final payment and satisfaction in full of all of the Obligations, the Company shall remain liable for
any deficiency.


 


19. Overdue
Amounts. Until paid, all amounts due and payable by the Company
hereunder shall be a debt secured by the Collateral.


 






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20. Governing
Law; Consent to Jurisdiction. This
Agreement IS A contract UNDER the laws of the state of NEW YORK and shall for all purposes be construed in accordance with and governed
by the laws of SAID state of NEW YORK. The Company and THE SECURED PARTY EACH agree that any suit for the enforcement of this agreement
or any other action brought by SUCH PERSON arising hereunder or in any way related to this agreement SHALL BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH PERSON BY MAIL AT THE ADDRESS SPECIFIED ON THE
SIGNATURE PAGE OF EACH PARTY HERETO. the Company hereby waives any objection that it may now or
hereafter have to the venue of any suit BROUGHT IN the state of new york or any court SITTING THEREIN or that A suit BROUGHT THEREIN is
brought in an inconvenient court.


 


21. Waiver
of Jury Trial. THE COMPANY AND THE SECURED PARTY WAIVES ITS RIGHT
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives any right
which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. The Company (a) certifies that neither the Secured Party or any
Investor nor any representative, agent or attorney of the Secured Party or any Investor has represented, expressly or otherwise, that
the Secured Party or any Investor would not, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained
in this Agreement and (b) acknowledges that, in entering into this Agreement and any other Transaction Document to which the Secured Party
or any Investor is a party, the Secured Party and each Investor is relying upon, among other things, the waivers and certifications contained
in this §21.


 


22. Notices.
All notices, requests and other communications hereunder shall be made in the manner set forth in each SPA.


 


23. Transitional
Arrangements. This Agreement shall supersede the Original Security
Agreement on the date hereof. Upon the effectiveness of the Second SPA, the rights and obligations of the respective parties under the
Original Security Agreement shall be subsumed within and governed by this Agreement; provided, that the provisions of the Original
Security Agreement shall remain in full force and effect prior to the effectiveness of the Second SPA, and the liens granted pursuant
to the Original Security Agreement shall continue to be in effect hereunder as set forth in §2.1.


 


24. Relationship
Among Secured Party and Investors. The Secured Party and each Investor
hereby agree that (a) upon the effectiveness hereof, the Initial Investor has assigned all of its rights under the Original Security Agreement
as “Secured Party” to the Secured Party hereunder and the Secured Party has accepted such assignment; (b) each Investor has
appointed the Secured Party to act as its collateral agent hereunder; (c) all amendments, modifications and waivers to any of the terms
of this Agreement shall be made by the Secured Party only with the consent of both Investors and the Secured Party shall take instructions
as to all actions to be taken hereunder from both Investors; and (d) to the extent the Secured Party receives any proceeds of, or other
collections or other amounts with respect to the Collateral, all such amounts shall be delivered to the Investors pro rata based on their
outstanding obligations under their respective Notes and SPAs.


 


25. Miscellaneous.
The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement
and all rights and obligations hereunder shall be binding upon the Company and its successors and assigns, and shall inure to the benefit
of the Secured Party and its successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as
if such invalid, illegal or unenforceable term had not been included herein. The Company acknowledges receipt of a copy of this Agreement.


 


[Signature pages to follow]


 






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IN WITNESS WHEREOF,
intending to be legally bound, the Company has caused this Agreement to be duly executed as of the date first above written.


 


	 	COMSOVEREIGN HOLDING CORP.
	 	 
	 	By: 	/s/ Daniel L. Hodges
	 	 	Name:  	Daniel L. Hodges
	 	 	Title:	Chief Executive Officer  



 


Accepted:


 


LIND GLOBAL ASSET MANAGEMENT IV, LLC, as Secured
Party


 


	By:	/s/ Jeff Easton	 
	 	Name: Jeff Easton	 
	 	Title: Managing Member	 


 


LIND GLOBAL ASSET MANAGEMENT IV, LLC, as Initial
Investor


 





	By:	/s/ Jeff Easton	 
	 	Name: Jeff Easton	 
	 	Title: Managing Member	 


 


LIND GLOBAL FUND II LP, as Second Investor

By: Lind Global Partners II LLC, its general partner


 


	By:	/s/ Jeff Easton	 
	 	Name: Jeff Easton	 
	 	Title: Managing Member	 


 






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CERTIFICATE OF ACKNOWLEDGMENT


 


	STATE OF ARIZONA	 	)
	 	 	) ss.
	COUNTY OF PIMA	 	)



 


Before me, the undersigned,
a Notary Public in and for the county aforesaid, on this 25th day of August, 2021, personally appeared Daniel L. Hodges to me known personally,
and who, being by me duly sworn, deposes and says that he/she is the Chief Executive Officer of COMSovereign Holding Corp. and that said
instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said Daniel L. Hodges acknowledged
said instrument to be the free act and deed of said corporation.


 


	 	/s/ Tamara Willey
	 	(official signature and seal of notary)
	 	Commission Number 578886
	 	My commission expires: March 25, 2024



 


 


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