Exhibit
10.4


 


SECURITY
AGREEMENT


 


THIS
SECURITY AGREEMENT (this “Agreement”), dated as of February 28, 2022, is by and between DEEP GREEN WASTE & RECYCLING,
INC., a Wyoming corporation (the “Grantor”), and BHP CAPITAL NY INC., a New York corporation (the “Secured
Party”).


 


WHEREAS,
on the date hereof, the Grantor has issued its $187,500 Secured Convertible Promissory Note (the “Note”) to the Secured
Party pursuant to that certain Note Purchase Agreement of even date herewith (as amended, supplemented or otherwise modified from time
to time, the “Purchase Agreement”) between the Grantor and the Secured Party; Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Purchase Agreement;


 


WHEREAS,
this Agreement is given by the Grantor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations
(as defined below); and


 


WHEREAS,
one of the conditions of the Purchase Agreement is that the obligations of the Grantor thereunder shall be secured by a security interest
in the Collateral (as defined below) owned by the Grantor in favor of the Secured Party;


 


NOW,
THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. Definitions.


 


(a) Unless
otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.


 


(b) Unless
otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However,
if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article
9.


 


(c) For
purposes of this Agreement, the following terms shall have the following meanings:


 


“Collateral”
has the meaning set forth in Section 2.


 


“Event
of Default” has the meaning set forth in the Note.


 


“First
Priority” means, with respect to any lien and security interest purported to be created in any Collateral pursuant to this
Agreement, such lien and security interest is the most senior lien to which such Collateral is subject (subject only to liens permitted
under the Purchase Agreement).


 




    	 



     


    

 


“Proceeds”
means “proceeds” as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation,
all dividends or other income from the Collateral, collections thereon or distributions with respect thereto.


 


“Secured
Obligations” has the meaning set forth in Section 3.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of Wyoming or, when the laws of any other state govern
the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code
as in effect from time to time in such state.


 


2. Grant
of Security Interest. The Grantor hereby pledges and grants to the Secured Party, and hereby creates a continuing First Priority
lien and security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following,
wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the
“Collateral”):


 


(a) all
fixtures and personal property of every kind and nature including all accounts (including health-care-insurance receivables), goods (including
inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether
tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing),
securities and all other investment property, stock and all securities of the Grantor’s subsidiaries, commercial tort claims, copyrights,
patents, trademarks, all intellectual property, general intangibles (including all payment intangibles), money, deposit accounts, and
any other contract rights or rights to the payment of money; and


 


(b) all
Proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto,
and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all
Proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect to any of the foregoing.


 


3. Secured
Obligations. The Collateral secures the due and
prompt payment and performance of:


 


(a) the
obligations of the Grantor from time to time arising under the Note, the Purchase Agreement, this Agreement, the other Transaction Documents
or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest on the Note (including
interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise and (ii) all other monetary obligations, including fees, commissions, costs, attorneys’ fees and disbursements, reimbursement
obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
of the Grantor under or in respect of the Note, the Purchase Agreement and this Agreement; and


 




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(b) all
other covenants, duties, debts, obligations and liabilities of any kind of the Grantor under or in respect of the Note, the Purchase
Agreement, this Agreement, the other Transaction Documents or any other document made, delivered or given in connection with any of the
foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or
other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification
or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in this Section
3 being herein collectively called the “Secured Obligations”).


 


4. Perfection
of Security Interest and Further Assurances.


 


(a) The
Grantor shall take all actions required to perfect the security interest of the Secured Party in the Collateral, including, without limitation,
with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107
of the UCC. The Grantor shall promptly take all actions as may be requested from time to time by the Secured Party so that control of
such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of
the Grantor.


 


(b) The
Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing
statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the
filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other
documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor
hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the
Collateral as all assets now owned or hereafter acquired by the Grantor, or words of similar effect. The Grantor agrees to provide all
information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.


 


(c) The
Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States
Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement
and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the
Grantor hereunder, without the signature of the Grantor where permitted by law.


 


(d) If
the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents
or warehouse receipts relating to the Collateral, the Grantor shall promptly 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.


 




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(e) If
the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall promptly notify the Secured Party in a writing
signed by the Grantor 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.


 


(f) If
any Collateral is at any time in the possession of a bailee, the Grantor shall promptly notify the Secured Party thereof and, at the
Secured Party’s request and option, shall promptly obtain an acknowledgment 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 the bailee agrees to comply, without
further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral.


 


(g) The
Grantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all
further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable,
or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect
any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and
remedies hereunder or under any other agreement with respect to any Collateral.


 


5. Representations
and Warranties. The Grantor represents and
warrants as follows:


 


(a) That:
(i) the Grantor’s exact legal name is that indicated on the signature page hereof, (ii) the Grantor is a corporation and is duly
incorporated in the State of Wyoming, and (iii) the Grantor’s place of business (or, if more than one, its chief executive office),
and its mailing address are identified in Section 9(g) of the Purchase Agreement.


 


(b) Other
than investment securities and capital stock in its subsidiaries, the Grantor holds no capital stock. All Collateral consisting of securities
have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar
rights.


 


(c) As
of the date hereof, the Grantor holds no commercial tort claims.


 


(d) All
intellectual property owned by the Grantor is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness
of such registrations have been made. The Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest
in and to all intellectual property purported to be owned by the Grantor, free and clear of any liens (including without limitation licenses
and covenants by such Grantor not to sue third persons). The Grantor has no notice of any suits or actions commenced or threatened in
writing with reference to any intellectual property. The operation of the Grantor’s business as currently conducted and the use
of its intellectual property in connection therewith do not infringe, misappropriate or otherwise violate the intellectual property rights
of any third party. The execution, delivery and performance of this Agreement or any notice of grant of security interest in copyrights,
trademarks or patents and the filing of such notice by the Grantor will not violate or cause a default under any intellectual property
of the Grantor or any agreement in connection therewith.


 




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(e) None
of the Collateral constitutes, or is the proceeds of, (i) farm products, (ii) as-extracted collateral, (iii) manufactured homes, (iv)
timber to be cut, or (v) aircraft, aircraft engines, satellites, ships or railroad rolling stock. 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 statutes or rules in respect of such Collateral.


 


(f) The
Grantor has at all times operated its business in compliance 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.


 


(g) At
the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Grantor will be the sole, direct,
legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others.


 


(h) It
has full power, authority and legal right to deliver the Note and pledge the Collateral pursuant to this Agreement.


 


(i) This
Agreement has been duly authorized, executed and delivered by the Grantor and constitutes a legal, valid and binding obligation of the
Grantor enforceable against the Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement
is sought in equity or at law).


 


(j) No
authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required
for the pledge by the Grantor of the Collateral pursuant to this Agreement or for the execution and delivery of this Agreement by the
Grantor or the performance by the Grantor of its obligations hereunder other than (a) filings required to perfect liens under the Transaction
Documents and (b) approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken,
given or made and are in full force and effect.


 


(k) The
execution and delivery of this Agreement by the Grantor and the performance by the Grantor of its obligations hereunder, will not violate
any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental
authority, domestic or foreign, applicable to the Grantor or any of its property, or the organizational or governing documents of the
Grantor or any agreement or instrument to which the Grantor is party or by which it or its property is bound.


 


(l) The
Grantor has taken all action required on its part for control (as defined in sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC,
as applicable) over all Collateral with respect to which such control may be obtained pursuant to the UCC.


 




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6. Voting,
Distributions and Receivables.


 


(a) The
Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Grantor may, to the extent the Grantor
has such right as a holder of the Collateral consisting of securities, other capital stock or indebtedness owed by any obligor, vote
and give consents, ratifications and waivers with respect thereto, except to the extent that, in the Secured Party’s reasonable
judgment, any such vote, consent, ratification or waiver could detract from the value thereof as Collateral or which could be inconsistent
with or result in any violation of any provision of the Purchase Agreement or this Agreement, and from time to time, upon request from
the Grantor, the Secured Party shall deliver to the Grantor suitable proxies so that the Grantor may cast such votes, consents, ratifications
and waivers.


 


(b) The
Secured Party agrees that the Grantor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash
dividends and other distributions with respect to the Collateral consisting of securities, other capital stock or indebtedness owed by
any obligor.


 


(c) If
any Event of Default shall have occurred and be continuing, the Secured Party may, or at the request and option of the Secured Party
the Grantor shall, 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.


 


7. Covenants.
The Grantor covenants as follows:


 


(a) The
Grantor will not, without providing at least 30 days’ prior written notice to the Secured Party, change its legal name, identity,
type of organization, jurisdiction of incorporation, corporate structure, or the location of its chief executive office or its principal
place of business. The Grantor will, prior to any change described in the preceding sentence, take all actions reasonably requested by
the Secured Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.


 


(b) The
Collateral will be kept at the principal places of business of the Grantor and/or its subsidiaries, and the Grantor will not remove the
Collateral from such locations without providing at least 30 days’ prior written notice to the Secured Party. The Grantor will,
prior to any change described in the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection
and priority of the Secured Party’s security interest in the Collateral.


 


(c) The
Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of the Secured
Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve such perfected
First Priority security interest for so long as this Agreement shall remain in effect. The Grantor hereby agrees that it shall promptly
notify the Secured Party upon obtaining information which would require any action in order to perfect or maintain the perfection of
the Secured Party’s security interest in the Collateral.


 




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(d) The
Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or
grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or
other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except with the prior written
consent of the Secured Party or as otherwise permitted by the Purchase Agreement.


 


(e) The
Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon.
The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. Secured
Party (through any of its officers, employees, or agents) shall have the right, at any reasonable time, from time to time hereafter to
otherwise examine the books, records, and assets of, and inspect any of the property, locations or operations of the Grantor from time
to time, and to discuss the affairs, finances and books and records of the Grantor with its officers and employees.


 


(f) The
Grantor 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 except as provided in the Purchase Agreement.


 


(g) The
Grantor will continue to operate its business in compliance 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.


 


(h) The
Grantor shall carry and maintain in full force and effect, at its own expense and with financially sound and reputable insurance companies,
insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as is customarily carried by
companies engaged in the same or similar businesses and owning similar properties in the localities where the Grantor operates. All such
insurance shall (i) name the Secured Party as loss payee (to the extent covering risk of loss or damage to tangible property) and as
an additional named insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Secured
Party of written notice thereof and (iii) be reasonably satisfactory in all other respects to Secured Party.


 


8. Secured
Party Appointed Attorney-in-Fact. The Grantor
hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor
and in the name of the Grantor or otherwise, from time to time during the continuance of an Event of Default in the Secured
Party’s discretion to take any action and to execute any instrument which the Secured Party reasonably may deem necessary or
advisable to accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to and shall have no liability
to the Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be
irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.


 




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9. Secured
Party May Perform. If the Grantor fails to
perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation,
and the expenses of the Secured Party incurred in connection therewith shall be payable by the Grantor; provided that the Secured
Party shall not be required to perform or discharge any obligation of the Grantor.


 


10. Reasonable
Care. The Secured Party shall have no duty with
respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to
have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party
shall not have any responsibility for (a) ascertaining or taking action with respect to any claims, the nature or sufficiency of any
payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters relative to any
Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps
to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the
Secured Party of any of the rights and remedies hereunder, shall relieve the Grantor from the performance of any obligation on the
Grantor’s part to be performed or observed in respect of any of the Collateral.


 


11. Remedies
Upon Default.


 


(a) If
any Event of Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand upon the Grantor,
may assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right
to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all
or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable
law, written notice mailed to the Grantor at its notice address as provided in Section 15 hereof ten days prior to the date of such disposition
shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral
is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the
Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give
notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral
or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial
practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, the Secured Party
may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at
such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part
thereof payable at such sale. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire
against the Secured Party arising out of the exercise by it of any rights hereunder. The Grantor hereby waives and releases to the fullest
extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and
all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale,
unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so
sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect
or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever
with regard thereto. The Grantor agrees that it would not be commercially unreasonable for the Secured Party to dispose of the Collateral
or any portion thereof by utilizing internet sites that provide for the auction of assets of the type included in the Collateral or that
have the reasonable capability of doing so, or that match buyers and sellers of assets. The Secured Party shall not be obligated to clean-up
or otherwise prepare the Collateral for sale.


 




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(b) If
any Event of Default shall have occurred and be continuing, all rights of the Grantor to (i) exercise the voting and other consensual
rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which
it would otherwise be entitled to receive and retain pursuant to Section 6(a), shall immediately cease, and all such rights shall thereupon
become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and
hold such dividends and other distributions as Collateral.


 


(c) If
any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds received
by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be
applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection with the foregoing
or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured
Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against the
Secured Obligations.


 


(d) Any
surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall
be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. The Grantor shall remain liable for any
deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured
Obligations and the reasonable fees and other charges of any attorneys employed by the Secured Party to collect such deficiency.


 


(e) If
the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Grantor agrees
that, upon request of the Secured Party, the Grantor will, at its own expense, do or cause to be done all such acts and things as may
be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.


 


12. No
Waiver and Cumulative Remedies. The Secured
Party shall not by any act (except by a written instrument pursuant to Section 14), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any default or Event of Default. All rights and
remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.


 




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13. SECURITY
INTEREST ABSOLUTE. The Grantor hereby waives,
to the extent permitted by law, 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. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of the Grantor
hereunder, shall be absolute and unconditional irrespective of:


 


(a) any
change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment
or other modification of the Purchase Agreement, this Agreement or any other agreement, including any increase in the Secured Obligations
resulting from any extension of additional credit or otherwise;


 


(b) any
taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release,
impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;


 


(c) any
manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the
Secured Obligations;


 


(d) any
default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; or


 


(e) any
defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted
by, the Grantor against the Secured Party.


 


14. Amendments.
None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to
any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and
the Grantor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which made or given.


 


15. Addresses
For Notices. All notices and other
communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth
in the Purchase Agreement, and addressed to the respective parties at their addresses as specified in Section 9(g) of the Purchase
Agreement or as to either party at such other address as shall be designated by such party in a written notice to each other
party.


 


16. Continuing
Security Interest; Further Actions. This
Agreement shall create a continuing First Priority lien and security interest in the Collateral and shall (a) subject to Section 17,
remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Grantor,
its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided
that the Grantor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior
written consent of the Secured Party.


 




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17. Termination;
Release. On the date on which all Secured
Obligations have been paid and performed in full, the Secured Party will, at the request and sole expense of the Grantor, (a) duly
assign, transfer and deliver to or at the direction of the Grantor (without recourse and without any representation or warranty)
such of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the
Secured Party hereunder, and (b) execute and deliver to the Grantor a proper instrument or instruments acknowledging the
satisfaction and termination of this Agreement.


 


18. GOVERNING
LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state
courts of Miami, Florida, or in the federal courts located in the Southern District of Florida. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based
on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party shall be entitled to recover from the
other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall
be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule
of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.


 


19. JURY
TRIAL WAIVER. THE GRANTOR AND THE SECURED PARTY HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT
BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT.


 


20. Counterparts.
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e.,
“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
This Agreement and the other Transaction Documents constitute the entire contract among the parties with respect to the subject
matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.


 


**
signature page follows **


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the date first above written.


 


	 	DEEP GREEN WASTE & RECYCLING, INC.,
	 	as Grantor
	 	 	 
	 	By:	 
	 	Name:	Lloyd
    T. Spencer
	 	Title:	CEO
	 	 	 
	 	BHP CAPITAL NY INC.,
	 	as Secured Party
	 	 	 
	 	By:	 
	 	Name:	Bryan
    Pantofel
	 	Title:	President