EXHIBIT 10.3

  

  

  

  
    

    

    	 	
            

          	
             

             

            U.S. Small Business Administration

            SECURITY AGREEMENT

             

             

          	 


     

    

    

     

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            SBA Loan #

          	
            EIDL4316357010

          
	
            Debtor

            (Exact full legal name of individual(s), corporation, LLC, partnership, or other organization

          	
             

            STRATA SKIN SCIENCES, INC.

          
	
            Borrower

          	
            STRATA SKIN SCIENCES, INC.

          
	
            Secured Party

          	
            The Small Business Administration, an Agency of the U.S. Government

          
	
            Date

          	
             

            March 26, 2020

          
	
            Note Amount

          	
            $500,000.00

          


     

    

    

    
      	
              1.

            	
              DEFINITIONS.

            


    

     

    

    Unless otherwise specified, all terms
        used in this Agreement will have the meanings ascribed to them under the Official Text of the Uniform Commercial Code, as it may be amended from time to time, (“UCC”).  “SBA” means the Small Business
        Administration, an Agency of the U.S. Government.

     

    
      	
              2.

            	
              GRANT OF SECURITY INTEREST.

            


    

     

    

    For value received, the Debtor grants to the Secured Party a security interest in the property
      described below in paragraph 4 (the “Collateral”).

     

    
      	
              3.

            	
              OBLIGATIONS SECURED.

            


    

     

    This Agreement secures the payment and performance or:
        (a) all obligations under a Note dated March 26, 2020, made by STRATA SKIN SCIENCES,
        INC., made payable to SBA, in the amount of $500,000.00 (“Note”), including all costs
        and expenses (including reasonable attorney's fees), incurred by Secured Party in the disbursement, administration and collection of the loan evidenced by the Note: (b) all costs and expenses (including reasonable attorney’s fees), incurred by Secured Party in the protection, maintenance and enforcement of the security interest hereby granted; (c) all obligations of
        the Debtor in any other agreement relating to the Note; and (d) any modifications, renewals, refinancings, or extensions of the foregoing obligations.

     

    

    

    

    

    

    

    

    

    

    

    

    

    
      
        

        

        

        

      

      
        


      

    

    

    

     

    

    

     

    2000067240/EIDL4316357010

    

    

     

    

    

     

    The Note and all other obligations secured hereby are collectively called the·“Obligations”.

     

    
      	
              4.

            	
              COLLATERAL DESCRIPTION.

            


    

     

    

    Borrower/Debtor hereby grants to Lender, the secured party hereunder, a continuing security
      interest in and to any and all Collateral as described herein to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder without limitation, including but not limited to all interest, other fees and
      expenses.

     

    The Collateral includes the following property
        that Borrower/Debtor now owns or shall acquire or create immediately upon the acquisition or creation thereof: All
        tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c)
        instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and
        credit card receivables, (h) deposit accounts, (i) commercial tort  claims, (j) general intangibles, including payment intangibles and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto.

     

    
      	
              5.

            	
              RESTRICTIONS ON COLLATERAL TRANSFER.

            


    

     

    

    Debtor will not sell, lease, license or otherwise transfer (including by granting security interests, liens, or other encumbrances in) all or any part of the Collateral
        or Debtor’s interest in the Collateral without Secured Party's written or electronically communicated approval, except that Debtor may sell inventory in the ordinary course of business on customary terms. Debtor may collect and use amounts due on
        accounts and other rights to payment arising or created in the ordinary course of business, until notified otherwise by Secured Party in writing or by electronic communication.

     

    
      	
              6.

            	
              MAINTENANCE AND LOCATION OF COLLATERAL; INSPECTION; INSURANCE.

            


    

     

    Debtor must promptly notify Secured
        Party by written or electronic communication of any change in location of the Collateral, specifying the new location. Debtor hereby grants to Secured Party the right to inspect the Collateral at all reasonable times and upon reasonable notice. Debtor must: (a) maintain the Collateral in good condition; (b) pay promptly all taxes, judgments, or charges of any kind levied or assessed thereon; (c) keep current all rent or mortgage payments due, if any, on premises where the Collateral is located: and (d) maintain hazard insurance on the Collateral, with an insurance
        company and in an amount approved by Secured Party (but in no event less than the replacement cost of that
        Collateral), and including such terms as Secured Party may require including a Lender's Loss Payable Clause in favor of Secured Party. Debtor hereby assigns to Secured Party any proceeds of such policies and all unearned premiums thereon and authorizes and empowers Secured Party to collect such sums and to execute and endorse in Debtor’s
        name all proofs of loss, drafts, checks and any other documents necessary for Secured Party to obtain such
        payments.

     

    
      	
              7.

            	
              CHANGES TO DEBTOR’S LEGAL STRUCTURE, PLACE OF BUSINESS, JURISDICTION OF ORGANIZATION, OR NAME.

            


    

     

    Debtor must notify Secured Party by written or electronic communication not less than 30 days before taking any of the following actions: (a) changing or reorganizing the type of
        organization or form under which it does business: (b) moving, changing its place of business or adding a place of business: (c) changing its jurisdiction of
        organization: or (d) changing its name. Debtor will pay for the preparation and
      filing of all documents Secured Party deems necessary to maintain, perfect and continue the perfection of Secured Party's security interest in the event of any such change.

     

    
      	
              8.

            	
              PERFECTION OF SECURITY INTEREST.

            


    

     

    Debtor consents, without further notice, to Secured
        Party's filing or recording of any documents necessary to perfect, continue, amend or terminate its security interest. Upon request of Secured Party, Debtor must sign or otherwise authenticate all documents that Secured Party deems necessary at any
        time to allow Secured Party to acquire, perfect, continue or amend its security interest in the 

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
      
        

        

         

        SBA Form 1059 (09-19) Previous Editions are obsolete. Page 2   of 4

        

        

        

        

      

      
        


      

    

    

    

      

    

    2000067240/EIDL4316357010

    

    

     

    

    

    Collateral. Debtor will pay the filing and recording costs of any documents relating to Secured Party's security
      interest. Debtor ratifies all previous filings and recordings, including financing statements and notations on certificates of title. Debtor will cooperate with Secured Party in obtaining a Control Agreement satisfactory to Secured Party with respect
      to any Deposit Accounts or Investment Property, or in otherwise obtaining control or possession of that or any other Collateral.

     

    
      	
              9.

            	
              DEFAULT.

            


    

     

    

    Debtor is in default under this Agreement if: (a) Debtor fails to pay, perform or otherwise
      comply with any provision or this Agreement; (b) Debtor makes any materially false representation, warranty or certification in, or in connection with, this Agreement, the Note, or any other agreement related to the Note or this Agreement (c) another
      secured party or judgment creditor exercises its rights against the Collateral: or (d) an event defined as a “default” under the Obligations occurs. In the event of default and if Secured Party requests, Debtor must assemble and make available all
      Collateral at a place and time designated by Secured Party. Upon default and at any time thereafter, Secured Party may declare all Obligations secured hereby immediately due and payable, and, in its sole discretion, may proceed to enforce payment of
      same and exercise any of the rights and remedies available to a secured party by law including those available to it under Article 9 of the UCC that is in effect in the jurisdiction
      where Debtor or the Collateral is located. Unless otherwise required under applicable law, Secured Party has no obligation to clean or otherwise prepare the Collateral for sale or other disposition and Debtor waives any right it may have to require
      Secured Party to enforce the security interest or payment or performance of the Obligations against any other person.

     

    
      	
              10.

            	
              FEDERAL RIGHTS.

            


    

     

    When SBA is the holder of the Note, this Agreement will
        be construed and enforced under federal law, including SBA regulations. Secured Party or SBA may use state or
        local procedures for filing papers, recording documents, giving notice, enforcing security interests or liens, and for any other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax or liability. As to this Agreement, Debtor may not claim or assert any local or state law against SBA to deny any obligation,
        defeat any claim of SBA, or preempt federal law.

     

    
      	
              11.

            	
              GOVERNING LAW.

            


    

     

    Unless SBA is the holder of the Note, in which case federal law will govern, Debtor and Secured
      Party agree that this Agreement will be governed by the laws or the jurisdiction where the Debtor is located, including the UCC as in effect in such jurisdiction and without reference to its
      conflicts of laws principles.

     

    
      	
              12.

            	
              SECURED PARTY RIGHTS.

            


    

     

    

    All rights conferred in this Agreement on Secured Party are in addition to those granted to it
      by law, and all rights are cumulative and may be exercised simultaneously. Failure of Secured Party to enforce any rights or remedies will not constitute an estoppel or waiver of Secured Party's ability to exercise such rights or remedies. Unless
      otherwise required under applicable law, Secured Party is not liable for any loss or damage to Collateral in its possession or under its control, nor will such loss or damage reduce or discharge the Obligations that are due, even if Secured Party's actions or inactions caused or in any way contributed to such loss or damage.

     

    
      	
              13.

            	
              SEVERABILITY.

            


    

     

    

    If any provision of this Agreement is unenforceable, all other provisions remain in effect.

     

    
      	
              14.

            	
              DEBTOR CERTIFICATIONS.

            


    

     

    

    Debtor certifies that: (a) its Name (or Names) as stated above is correct: (b) all Collateral
      is owned or titled in the Debtor's name and not in the name of any other organization or individual; (c) Debtor 

    

    

    

    

    

     

    

    

    
      
        

        

         

        SBA Form 1059 (09-19) Previous Editions are obsolete. Page 3   of 4

        

        

        

        

      

      
        


      

    

     

    2000067240/EIDL4316357010

    

    

     

    

    

    has the legal authority to grant the security interest in the Collateral: (d) Debtor's ownership in or title to the:
      Collateral is free of all adverse claims, liens, or security interests (unless expressly permitted by Secured Party): (e) none of the Obligations are or will be primarily for personal, family or household purposes: (f) none of the Collateral is or will be used, or has been or will be bought primarily for personal, family or household purposes: (g) Debtor
      has read and understands the meaning and effect of all terms of this Agreement.

     

    
      	
              15.

            	
              DEBTOR NAME(S) AND SIGNATURE(S).

            


    

     

    

    By signing or otherwise authenticating below, each
        individual and each organization becomes jointly and severally obligated as a Debtor under this Agreement.

     

    

    

    

    

     

    

    

    	 	 	
            Corporate Execution:

          	 
	 	 	
            STRATA SKIN SCIENCES, INC.

          	 


     

    

    

     

    

    

    	 	
            BY:

          	
            /s/ Dolev Rafaeli

          	 
	 	 	
            DOLEV RAFAELI, PRESIDENT

          	 


     

    

    

     

    

    

    	 	
            BY:

          	
            /s/ Jay Sturm

          	 
	 	 	
            JAY STURM, SECRTARY

          	 


    

    

    

    

    

    

    
      

      

       

      SBA Form 1059 (09-19) Previous Editions are obsolete. Page 4   of 4