Exhibit 10.3


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT,
dated as of December 23, 2015 (this “Agreement”), is among Reign Sapphire Corporation, a Delaware corporation
(the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and
delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor”
and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral
Agent”) and the holders of the Company’s Secured Convertible Notes issued at or about December 23, 2015, in the
original aggregate principal amount of $862,500 and such other of the Company’s secured Convertible Notes which may be issued
in the future pursuant to the Securities Purchase Agreement (collectively, the “Notes”) (collectively, the
“Secured Parties”).


 


WITNESSETH:


 


WHEREAS, pursuant to
the Securities Purchase Agreement (as defined in the Notes), the Secured Parties have severally agreed to extend loans to the Company
evidenced and to be evidenced by the Notes;


 


WHEREAS, pursuant to
a certain Subsidiary Guaranty (“Guaranty”) to be dated as of the date of the Additional Debtor Joinder, forms
of which are annexed hereto as Annex A, the Guarantor agrees to guarantee and act as surety for payment of such Notes, and other
obligations of the Company;


 


WHEREAS, in order to
induce the Secured Parties to extend the loans evidenced by the Notes, each Debtor has agreed to execute and deliver to the Collateral
Agent this Agreement and to grant Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in certain
property of such Debtor to secure the prompt payment, performance and discharge in full of all of the Debtors’ obligations
under the Notes and Transaction Documents.


 


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


 


1.          Certain
Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used
but not otherwise defined in this Agreement that are defined in Article 8 or 9 of the UCC (such as “account,” “chattel
paper,” “commercial tort claim,” “deposit account,” “document,” “equipment,”
“fixtures,” “general intangibles,” “goods,” “instruments,” “inventory,”
“investment property,” “letter-of-credit rights,” “proceeds” and “supporting obligations”)
shall have the respective meanings given such terms in Article 8 or 9 of the UCC, as applicable. Upper case terms shall have the
meanings attributed to them in the Securities Purchase Agreement.


 


(a)          “Collateral”
means the collateral in which the Collateral Agent is granted a security interest by this Agreement and which shall include the
following personal property of the Debtors, whether presently owned or existing or hereafter acquired or coming into existence,
wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products
and accounts thereof, including, without limitation, all proceeds from the disposition, sale or transfer of the Collateral and
of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities,
equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of,
or in exchange for, any or all of the Pledged Securities (as defined below):


 




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(i)          All
goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and
wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto,
replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in
connection with any Debtor’s businesses and all improvements thereto; and (B) all inventory including but not limited to
the gems identified on Schedule A hereto;


 


(ii)         All
contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests,
stock or other securities, rights under any of the Organizational Documents (as defined herein), agreements related to the Pledged
Securities (as defined herein), licenses, distribution and other agreements, computer software (whether “off-the-shelf,”
licensed from any third party or developed by any Debtor), computer software development rights, leases, franchises, customer lists,
quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent
applications, copyrights, and income tax refunds;


 


(iii)        
All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,
goods, raw materials, timber cut or to be cut, oil, gas, hydrocarbons, and minerals extracted or to be extracted, equipment, motor
vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account,
including any right of stoppage in transit;


 


(iv)        All
documents, letter-of-credit rights, instruments and chattel paper;


 


(v)         All
commercial tort claims;


 


(vi)        All
deposit accounts and all cash (whether or not deposited in such deposit accounts);


 


(vii)       All
investment property;


 


(viii)      All
supporting obligations;


 


(ix)         All
files, records, books of account, business papers, and computer programs; and


 


(x)          the
products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above.


 


Without limiting
the generality of the foregoing, the “Collateral” shall include all investment property and general intangibles
respecting ownership and/or other equity interests in Guarantor, including, without limitation, the shares of capital stock and
the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms
hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect Subsidiary of any
Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each
case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable
or distributed in respect of, or exchanged for, any of the foregoing and all rights arising under or in connection with the Pledged
Securities, including, but not limited to, all dividends, interest and cash.


 




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Notwithstanding
the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent
that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,
however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset
and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.


 


(b)          “Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights
arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all patents of the
United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
(iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service
marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country
or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under
the laws of the United States, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals
or extensions of the foregoing, (vi) all licenses for any of the foregoing, (vii) any items included in the definition of Intellectual
Property Rights as defined in the Securities Purchase Agreement and not set forth above, and (viii) all causes of action for infringement
of the foregoing.


 


(c)          “Majority
in Interest” means, at any time of determination, the holders of more than fifty percent (50%) (based on then-outstanding
principal amounts and accrued interest of Notes at the time of such determination) of the Notes.


 


(d)          “Necessary
Endorsement” means undated stock powers endorsed in blank and other proper instruments of assignment duly executed and
such other instruments or documents as the Collateral Agent (as that term is defined below) may reasonably request.


 


(e)          “Obligations”
means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become
due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor to the Secured Parties, including,
without limitation, all obligations under this Agreement, the Notes (inclusive of the Notes that may be issued in connection with
a Subsequent Closing), the Guaranty and obligations under any other Transaction Document, instrument, agreement or other document
executed and/or delivered in connection herewith or therewith in each case, whether now or hereafter existing, voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or
not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from
any of the Secured Parties as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented,
converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations”
shall include, without limitation: (i) principal of, and interest on the Notes and the loans extended pursuant thereto; (ii) any
and all other fees, indemnities, costs, obligations and liabilities of the Debtors from time to time under or in connection with
this Agreement, the Notes and any other Transaction Documents, instruments, agreements or other documents executed and/or delivered
in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of
the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding involving any Debtor.


 




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(f)          “Organizational
Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as a certificate
of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates
of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor
(such as bylaws, a partnership agreement or an operating, limited liability or members agreement).


 


(g)          “Pledged
Securities” shall have the meaning ascribed to such term in Section 4(i).


 


(h)          “UCC”
means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states which has jurisdiction
with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that
defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed
in its broadest sense. Accordingly, if there are, from time to time, changes to defined terms in the UCC that broaden the definitions,
they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones
shall be controlling.


 


2.          Grant
of Security Interest in Collateral. As an inducement for the Secured Parties to extend the loans as evidenced by the Notes
and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations,
each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a security interest
in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and
nature in and to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).


 


3.          Delivery
of Certain Collateral. At any time at the request of the Collateral Agent, each Debtor shall deliver or cause to be delivered
to the Collateral Agent, any and all certificates and other instruments or documents representing any of the Collateral, in each
case, together with all Necessary Endorsements.


 


4.          Representations,
Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding section of the disclosure
schedules delivered to the Secured Parties and Collateral Agent concurrently herewith (the “Disclosure Schedules”),
which Disclosure Schedules shall be deemed a part hereof. As of the date hereof, each Debtor represents and warrants to the Secured
Parties as follows and, until the repayment in full of the Obligations, covenants and agrees with, the Secured Parties as follows:


 


(a)          Each
Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement
and the filings contemplated herein have been duly authorized by all necessary action on the part of such Debtor and no further
action is required by such Debtor. This Agreement, when executed and delivered, will constitute the legal, valid and binding obligation
of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies
of creditors and by general principles of equity.


 




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(b)          The
Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily
at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule
A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property
where such Collateral is located, and there exist no mortgages or other liens on any such real property or on the Collateral except
for Permitted Liens (as defined in the Securities Purchase Agreement), which are identified on Schedule B hereto. Except
as disclosed on Schedule A and except for Collateral to be held by the Collateral Agent, none of such Collateral is in the
possession of any consignee, bailee, warehouseman, agent or processor.


 


(c)          Except
for Permitted Liens and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral
(except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any liens, security
interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interests. Except as set forth on Schedule
B attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective
financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will
be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral.


 


(d)          No
written claim has been received that any Collateral or any Debtor’s use of any Collateral violates the rights of any third
party. There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral
in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is
no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body,
administrative or regulatory agency, arbitrator or other governmental authority.


 


(e)          Each
Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and
records or tangible Collateral except in the ordinary course of sales unless it delivers to the Secured Parties at least 15 days
prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States)
and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded
and other steps have been taken to perfect the Security Interests to create in favor of the Secured Parties a valid, perfected
and continuing perfected first priority lien in the Collateral, except as otherwise permitted hereby.


 


(f)          This
Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, subject only to Permitted Liens
securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph,
all security interests created hereunder in any Collateral that may be perfected by filing Uniform Commercial Code financing statements
shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately
following paragraph, the recordation of the Intellectual Property Security Agreement (as defined below) with respect to copyrights
and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit
account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of
the Debtors, and the delivery of the certificates and other instruments provided in Section 3, no action is necessary to create,
perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing
of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery
of said deposit account control agreements, no consent of any third parties and no authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and
performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or
(iii) the enforcement of the rights of the Collateral Agent and the Secured Parties hereunder.


 




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(g)          Each
Debtor hereby authorizes the Collateral Agent to file one or more financing statements under the UCC, with respect to the Security
Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it and authorizes Collateral Agent
to take any other action in Collateral Agent’s absolute discretion to effectuate, memorialize and protect Secured Parties’
interest and rights under this Agreement.


 


(h)          The
execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of any Debtor or, to the knowledge of any Debtor, any judgment, decree, order or award of any court, governmental body
or arbitrator or any applicable law, rule or regulation applicable to any Debtor or (ii) to the knowledge of each Debtor, conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument (evidencing any Debtor’s debt or otherwise) or other understanding to
which such Debtor is a party or by which any property or asset of any Debtor is bound or affected. If any, all required consents
(including, without limitation, from stockholders or creditors of any Debtor) necessary for any Debtor to enter into and perform
its obligations hereunder have been obtained.


 


(i)          The
capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent
all of the capital stock and other equity interests of the Guarantor, and other Subsidiaries, if any, and represent all capital
stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities, if applicable, are
validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free
and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other
Permitted Liens.


 


(j)          The
ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not
held in a securities account or by any financial intermediary.


 


(k)          Except
for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interests provided for hereunder as valid and
perfected first priority liens and security interests in the Collateral in favor of the Secured Parties until this Agreement and
the Security Interest hereunder shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same
against the claims of any and all persons and entities. Each Debtor shall safeguard and protect all Collateral for the account
of the Secured Parties. Upon request of the Collateral Agent, each Debtor will sign and deliver to the Collateral Agent on behalf
of the Secured Parties at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably
satisfactory to the Collateral Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed
by the Collateral Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting
the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and
the Security Interest hereunder, and each Debtor shall obtain and furnish to the Collateral Agent from time to time, upon demand,
such releases and/or subordinations of claims and liens (other than Permitted Liens) that may be required to maintain the priority
of the Security Interest hereunder.


 




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(l)          Other
than with respect to Permitted Liens, no Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose
of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business, and disposition
of obsolete equipment) without the prior written consent of the Collateral Agent. The foregoing notwithstanding, Debtor may sell
inventory in the ordinary course of business for cash at not less than its market value and replace noncash components of the Collateral
with a cash or Cash Equivalent deposit made at an institution subject to a cash account control agreement acceptable to the Secured
Parties, provided the amount of cash deposited subject to such agreement is not less than the highest amount of the Obligations
that may be outstanding pursuant to the Transaction Documents. Cash Equivalent shall mean U.S. government Treasury bills, bank
certificates of deposit, bankers' acceptances, corporate commercial paper and other money market instruments.


 


(m)          Each
Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall
not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.


 


(n)          Each
Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral
hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established
reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances
by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover
the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and
the insurer issuing such policy to certify to the Collateral Agent, that (a) the Collateral Agent will be named as lender loss
payee and additional insured under each such insurance policy; and (b) if such insurance is proposed to be cancelled or materially
changed for any reason whatsoever, such insurer or the Company will promptly notify the Collateral Agent. In addition, the Collateral
Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30)
days of notice from the Company or the insurer of any such default. If no Event of Default (as defined in the Notes) exists and
if the proceeds arising out of any claim or series of related claims do not exceed $50,000, loss payments in each instance will
be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to
the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be
payable to the applicable Debtor;  provided ,  however , that payments received by any Debtor after an Event of Default
occurs and is continuing or in excess of $50,000 for any occurrence or series of related occurrences shall be paid to the Collateral
Agent on behalf of the Secured Parties and, if received by such Debtor, shall be held in trust for the Secured Parties and immediately
paid over to the Collateral Agent unless otherwise directed in writing by the Collateral Agent. Copies of such policies or the
related certificates, in each case, naming the Collateral Agent as lender loss payee and additional insured shall be delivered
to the Collateral Agent at least annually and at the time any new policy of insurance is issued.


 


(o)          Each
Debtor shall, within ten (10) days of obtaining knowledge thereof, advise Collateral Agent promptly, in sufficient detail, of any
material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the
value of the Collateral or on the Secured Parties’ security interest.


 




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(p)          Each
Debtor shall promptly execute and deliver to the Collateral Agent such further deeds, mortgages, assignments, security agreements,
financing statements or other instruments, documents, certificates and assurances and take such further action as the Collateral
Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Parties’
security interest in the Collateral including, without limitation, one or more deposit account control agreements, and if applicable,
the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual
Property Security Agreement”) in which the Secured Parties have been granted a security interest hereunder, all substantially
in forms reasonably acceptable to the Collateral Agent, which Intellectual Property Security Agreement, and other such documents
and agreements other than as stated therein, shall be subject to all of the terms and conditions hereof.


 


(q)          Each
Debtor shall permit the Collateral Agent and its representatives and agents to inspect the Collateral during normal business hours
and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by
the Collateral Agent from time to time.


 


(r)          Each
Debtor shall take commercially reasonable steps necessary to diligently pursue and seek to preserve, enforce and collect any rights,
claims, causes of action and accounts receivable in respect of the Collateral.


 


(s)          Each
Debtor shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect
the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.


 


(t)          All
information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of any Debtor with respect to the Collateral
is accurate and complete in all material respects as of the date furnished and in light of the circumstances under which such statements
were made.


 


(u)          Each
Debtor shall at all times preserve and keep in full force and effect its existence and good standing and any rights and franchises
material to its business.


 


(v)         No
Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has
one), legal or corporate structure, or add any new fictitious name unless it provides at least 15 days prior written notice to
the Collateral Agent of such change and, at the time of such written notification, such Debtor provides any financing statements
or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(w)          Except
in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and hold, sale
or return, sale on approval, or other conditional terms of sale without the consent of the Collateral Agent which shall not be
unreasonably withheld.


 


(x)          No
Debtor may relocate its chief executive office to a new location without providing 15 days prior written notification thereof to
the Secured Parties and provided that at the time of such written notification, such Debtor provides any financing statements necessary
to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(y)          Each
Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule
D attached hereto, which Schedule D sets forth each Debtor’s organizational identification number or, if any Debtor
does not have one, states that one does not exist.


 




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(z)          


 


(i)          The
actual name of each Debtor is the name set forth in Schedule D attached hereto;


 


(ii)         no
Debtor has any trade names except as set forth on  Schedule E attached hereto;


 


(iii)        no
Debtor has used any name other than that stated in the preamble hereto or as set forth on  Schedule E for the preceding
five years; and


 


(iv)        no
entity has merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule
E.


 


(aa)         At
any time that any Collateral consists of instruments, certificated securities or other items that require or permit possession
by a secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the
Collateral Agent.


 


(bb)         During
the continuance of an Event of Default, each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders
and instructions of Collateral Agent regarding the Pledged Securities consistent with the terms of this Agreement without the further
consent of any Debtor as contemplated by Section 8-106 (or any successor section) of the UCC. Further, each Debtor agrees, solely
with respect to the Pledged Securities, that it shall not enter into a similar agreement (or one that would confer “control”
within the meaning of Article 8 of the UCC) with any other person or entity.


 


(cc)         each
Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Collateral Agent or, if such delivery
is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest
created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall
cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section
thereto).


 


(dd)         If
there is any investment property or deposit account included as Collateral that can be perfected by “control” through
an account control agreement, the applicable Debtor shall at the request of the Collateral Agent cause such an account control
agreement, in form and substance in each case satisfactory to the Collateral Agent, to be entered into and delivered to the Collateral
Agent for the benefit of the Secured Parties.


 


(ee)         To
the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying
letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties.


 


(ff)         To
the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Collateral Agent
in notifying such third party of the Secured Parties’ security interest in such Collateral and shall use commercially reasonable
efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance
reasonably satisfactory to the Collateral Agent.


 




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(gg)         If
any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Parties in
a writing signed by such Debtor of the particulars thereof and grant to the Secured Parties 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 Collateral Agent.


 


(hh)         Each
Debtor shall promptly provide written notice to the Collateral Agent of any and all accounts which arise out of contracts with
any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in
such accounts and proceeds thereof, shall execute and deliver to the Collateral Agent an assignment of claims for such accounts
and cooperate with the Collateral Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims
Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests
in such accounts and proceeds thereof.


 


(ii)         The
Company shall cause each subsidiary of the Company to promptly become a party hereto (an “Additional Debtor”),
by executing and delivering an Additional Debtor Joinder substantially in the form of Annex A attached hereto and comply
with the provisions hereof applicable to the Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement schedules
for, or supplements to all other Disclosure Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules
shall supersede, or supplements shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such opinions
of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements
and other information and documentation as the Collateral Agent may reasonably request. Upon delivery of the foregoing to the Collateral
Agent, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtors,
for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have
made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional
Debtor Joinder (other than representations and warranties that specifically refer to an earlier date), and all references herein
to the “Debtors” shall be deemed to include each Additional Debtor.


 


(jj)         Each
Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Notes.


 


(kk)         Each
Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each
issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Collateral Agent on
the books of such issuer. Further, except with respect to certificated securities delivered to the Collateral Agent, the applicable
Debtor shall deliver to Collateral Agent an acknowledgement of pledge (which, where appropriate, shall comply with the requirements
of the relevant UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which
acknowledgement shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by
Collateral Agent during the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged
Securities into the name of any designee of the Collateral Agent, will take such steps as may be necessary to effect the transfer,
and will comply with all other instructions of the Collateral Agent regarding such Pledged Securities without the further consent
of the applicable Debtor.


 


(ll)         In
the event that, upon an occurrence of an Event of Default, Collateral Agent shall sell all or any of the Pledged Securities to
another party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged
Securities, each Debtor shall, to the extent applicable: (i) deliver to Collateral Agent or the Transferee, as the case may be,
the articles of incorporation, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements,
evidences of indebtedness, books of account, financial records and all other Organizational Documents and records of the Debtors
and their direct and indirect subsidiaries; (ii) use its commercially reasonable efforts to obtain resignations of the persons
then serving as officers and directors of the Debtors and their direct and indirect subsidiaries, if so requested; and (iii) use
its commercially reasonable efforts to obtain any approvals that are required by any governmental or regulatory body in order to
permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged Securities by Collateral
Agent and allow the Transferee or Collateral Agent to continue the business of the Debtors and their direct and indirect subsidiaries.


 




    	 	10	 



     


    

 


(mm)         Without
limiting the generality of the other obligations of the Debtors hereunder, each Debtor shall (i) cause to be registered at the
United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect
to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be
duly recorded at the applicable office, and (iii) give the Collateral Agent notice whenever it acquires (whether absolutely or
by license) or creates any additional material Intellectual Property.


 


(nn)         Each
Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments
and documents, and take all such further action as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably
request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral
Agent to exercise and enforce Collateral Agent’s rights and remedies hereunder and with respect to any Collateral or to otherwise
carry out the purposes of this Agreement.


 


(oo)         Schedule
F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights,
and domain names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any
Debtor for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks
of the Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors
have been duly recorded at the United States Copyright Office.


 


(pp)         Except
as set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of
the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local
statute or rule in respect of such Collateral.


 


5.          Effect
of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or
ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership
interests upon the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock
or assets of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the
enforcement of any of Collateral Agent’s rights hereunder shall not be deemed to be the type of event which would trigger
such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which any Debtor is subject
or to which any Debtor is party.


 


6.          Defaults.
The following events shall be “Events of Default”:


 


(a)          The
occurrence of an Event of Default (as defined in the Notes) under the Notes;


 


(b)          Any
representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;


 


(c)          The
failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of
notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such
time frame and such Debtor is using best efforts to cure same in a timely fashion; or


 




    	 	11	 



     


    

 


(d)          If
any material provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having
jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any
Debtor has any liability or obligation purported to be created under this Agreement.


 


7.          Duty
to Hold In Trust.


 


(a)          During
the continuance of an Event of Default, each Debtor shall, upon receipt of any revenue, income, dividend, interest or other sums
subject to the Security Interests, whether payable pursuant to the Notes or otherwise, or of any check, draft, note, trade acceptance
or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Parties and shall forthwith
endorse and transfer any such sums or instruments, or both, to the Collateral Agent for distribution to the Secured Parties, pro-rata
in proportion to their respective then-currently outstanding principal amount of Notes for application to the satisfaction of the
Obligations (and if any Note is not outstanding, pro-rata in proportion to the initial purchases of the remaining Notes).


 


(b)          If
any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants,
rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization,
reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of
its direct or indirect subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in
exchange for, such Pledged Securities or otherwise), such Debtor agrees to (i) hold the same in trust on behalf of and for the
benefit of the Secured Parties; and (ii) to deliver any and all certificates or instruments evidencing the same to Collateral Agent
on or before the close of business on the fifth Business Day following the receipt thereof by such Debtor, in the exact form received
together with the Necessary Endorsements, to be held by Collateral Agent subject to the terms of this Agreement as Collateral.


 


8.          Rights
and Remedies Upon Default.


 


(a)          After
the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right to exercise all of
the remedies conferred hereunder and under the Notes, and the Collateral Agent shall have all the rights and remedies of a secured
party under the UCC. Without limitation, the Collateral Agent, for the benefit of the Secured Parties, shall have the following
rights and powers:


 


(i)          The
Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance
of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, so long as the
same can be accomplished without breach of the peace and otherwise in compliance with applicable law, and each Debtor shall assemble
the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether
at such Debtor’s premises or elsewhere, and make available to the Collateral Agent, without rent, all of such Debtor’s
respective premises and facilities for the purpose of the Collateral Agent taking possession of, removing or putting the Collateral
in saleable or disposable form.


 




    	 	12	 



     


    

 


(ii)         Upon
notice to the Debtors by Collateral Agent, all rights of each Debtor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise
be authorized to receive and retain, shall cease. Upon such notice, Collateral Agent shall have the right to receive, for the benefit
of the Secured Parties, any interest, cash dividends or other payments on the Collateral and, at the option of Collateral Agent,
to exercise in such Collateral Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of
the foregoing, Collateral Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral
as if it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion,
any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment
concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.


 


(iii)        The
Collateral Agent shall have the right to seek an Order from a court appointing a Trustee to operate the business of each Debtor
using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the
Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit
or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and
conditions as are commercially reasonable. Upon each such sale, lease, assignment or other transfer or disposition of Collateral,
the Collateral Agent, for the benefit of the Secured Parties, may, unless prohibited by applicable law which cannot be waived,
purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and
equities of any Debtor, which are hereby waived and released.


 


(iv)        The
Collateral Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments
or accounts to make payments directly to the Collateral Agent, on behalf of the Secured Parties, and to enforce the Debtors’
rights against such account debtors and obligors.


 


(v)         The
Collateral Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any
other person or entity holding any investment property to transfer the same to the Collateral Agent, on behalf of the Secured Parties,
or its designee.


 


(vi)        The
Collateral Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at
the United States Patent and Trademark Office and/or Copyright Office into the name of the Collateral Agent or any purchaser of
any Collateral.


 


(b)          The
Collateral Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not
be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Collateral Agent may sell the
Collateral without giving any warranties and may specifically disclaim such warranties. If the Collateral Agent sells any of the
Collateral on credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor
waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Collateral Agent’s
rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession
of the Collateral and to exercise its rights and remedies with respect thereto.


 


(c)          If
any notice to Debtor of the sale or other disposition of Collateral is required by then applicable law, five (5) business days
prior written notice (which Debtor agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial
Code) shall be given to Debtor of the time and place of any sale of Collateral. The rights granted in this Section are in addition
to any and all rights available to Collateral Agent under the Uniform Commercial Code.


 




    	 	13	 



     


    

 


(d)          For
the purpose of enabling the Collateral Agent to further exercise rights and remedies under this Section 8 or elsewhere provided
by agreement or applicable law, each Debtor hereby grants to the Collateral Agent, for the benefit of the Collateral Agent and
the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such
Debtor) to use, license or sublicense during the continuance of an Event of Default, any Intellectual Property now owned or hereafter
acquired by such Debtor, and wherever the same may be located, and including in such license access to all media in which any of
the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.


 


9.          Applications
of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on
account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding,
storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs
incurred in connection therewith) of the Collateral, if any, to the reasonable attorneys’ fees and expenses incurred by the
Collateral Agent in enforcing the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing
of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal
amounts of Notes at the time of any such determination), and then to the payment of any other amounts required by applicable law,
after which the Secured Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition
of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled,
the Debtors will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount
permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured
Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor waives all claims, damages and demands
against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to
the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal)
of a court of competent jurisdiction.


 


10.         Securities
Law Provision. Each Debtor recognizes that Collateral Agent may be limited in its ability to effect a sale to the public of
all or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal
or state securities laws (collectively, the “Securities Laws”), and may reasonably be obliged to resort to one
or more sales to a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own
account, for investment and not with a view to the distribution or resale thereof. Each Debtor agrees that sales so made may be
at prices and on terms less favorable than if the Pledged Securities were sold to the public, and that Collateral Agent has no
obligation to delay the sale of any Pledged Securities for the period of time necessary to register the Pledged Securities for
sale to the public under the Securities Laws. Each Debtor shall cooperate with Collateral Agent in its attempt to satisfy any requirements
under the Securities Laws (including, without limitation, registration thereunder if requested by Collateral Agent) applicable
to the sale of the Pledged Securities by Collateral Agent.


 


11.         Costs
and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any
filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements,
partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Collateral
Agent. The Debtors shall also pay all other claims and charges which in the reasonable opinion of the Collateral Agent is reasonably
likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein. The Debtors will also, upon
demand, pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of
its counsel and of any experts and agents, which the Collateral Agent, for the benefit of the Secured Parties, may incur in connection
with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization
upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Notes.
Until so paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default
Rate.


 




    	 	14	 



     


    

 


12.         Responsibility
for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the Obligations
shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability
for any reason. Without limiting the generality of the foregoing, (a) neither the Collateral Agent nor any Secured Party (i) has
any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights
relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor
shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such
Debtor thereunder. Neither the Collateral Agent nor any Secured Party 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 Collateral Agent or any Secured Party of any payment
relating to any of the Collateral, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any
of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency
of any payment received by the Collateral Agent or any Secured Party 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 Collateral Agent or to which the Collateral
Agent or any Secured Party may be entitled at any time or times.


 


13.         Security
Interests Absolute. All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered into in connection
with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of,
or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from
the Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or non-perfection of
any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee,
or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel
in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance
which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the
Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured
Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute
of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment
and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured
Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent
conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other
than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall
remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right
to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties
may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of
the application of the statute of limitations to any Obligations secured hereby.


 




    	 	15	 



     


    

 


14.         Term
of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under the Notes have
been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities
of the Debtors contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and
in full force and effect regardless of the termination of this Agreement.


 


15.         Power
of Attorney; Further Assurances.


 


(a)          Each
Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents,
successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in
the name of the Collateral Agent or such Debtor, after the occurrence and during the continuance of an Event of Default, (i) to
endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, payments payable
under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent;
(ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage
or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents
relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied
or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies
due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property;
and (vi) generally, at the option of the Collateral Agent, and at the expense of the Debtors, at any time, or from time to time,
to execute and deliver any and all documents and instruments and to do all acts and things which the Collateral Agent deems necessary
to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of
this Agreement and the Notes all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all
that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and
shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The
designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents
or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality
of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized
to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other
Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.


 


(b)          On
a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper
filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C
attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably
requested by the Collateral Agent, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and
purposes of this Agreement, or for assuring and confirming to the Collateral Agent the grant or perfection of a perfected security
interest in all the Collateral under the UCC.


 


(c)          Each
Debtor hereby irrevocably appoints the Collateral Agent as such Debtor’s attorney-in-fact, with full authority in the place
and instead of such Debtor and in the name of such Debtor, from time to time in the Collateral Agent’s discretion, to take
any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably deem necessary
or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing
or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Debtor where
permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all
personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. This power of attorney
is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations
shall be outstanding.


 




    	 	16	 



     


    

 


16.         Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (c) delivered by a reputable overnight courier service with charges prepaid, or (d) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a Business Day during normal business hours), or the first Business
Day following such delivery (if delivered other than on a Business Day during normal business hours), (ii) on the first Business
Day following the date deposited with an overnight courier service with charges prepaid, or (iii) on the fifth Business Day following
the date of mailing pursuant to subpart (b) above, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 


	To Debtor,
    to:	 	Reign
    Sapphire Corporation
	 	 	9465 Wilshire Boulevard
	 	 	Beverly Hills, CA 90212
	 	 	Fax: (323) 704-3255
	 	 	 
	With a copy by fax
    only to	 	 
	(which shall not constitute notice):	 	Qian & Company
		 	135 Main Street, 9th Floor
		 	San Francisco, CA 94105
		 	Attn: Alan S. Gutterman, Esq.
		 	Fax: (415) 267-1899
	 	 	 
	To the Collateral
    Agent:	 	Alpha Capital Anstalt
	 	 	c/o Grushko &
    Mittman, P.C.
	 	 	515 Rockaway Avenue
		 	Valley Stream, New
    York 11581
		 	Fax: (212) 697–3575


 


17.         Other
Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm, corporation or other entity, then the Collateral Agent shall have the right,
in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any
way modifying or affecting any of the Secured Parties’ rights and remedies hereunder.


 


18.         Appointment
of Collateral Agent. The Secured Parties hereby appoint Alpha Capital Anstalt to act as their agent (“Collateral Agent”)
for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such appointment shall continue until
revoked in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Collateral Agent. The Collateral
Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.


 




    	 	17	 



     


    

 


19.         Miscellaneous.


 


(a)          No
course of dealing between the Debtors and the Collateral Agent, nor any failure to exercise, nor any delay in exercising, on the
part of the Collateral Agent, any right, power or privilege hereunder or under the Notes shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.


 


(b)          All
of the rights and remedies of the Collateral Agent with respect to the Collateral, whether established hereby or by the Notes or
by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 


(c)          This
Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors
and Collateral Agent or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.


 


(d)          If
any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(e)          No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


(f)          This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Debtors
may not assign this Agreement or any rights or obligations hereunder without the prior written consent of a Majority in Interest
(other than by merger). Any Secured Party may assign any or all of its rights under this Agreement to any Person to whom such Secured
Party assigns or transfers any Obligations, provided such transferee agrees in writing to be bound, with respect to the transferred
Obligations, by the provisions of this Agreement that apply to the “Secured Parties.”


 


(g)          Each
party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order
to carry out the provisions and purposes of this Agreement.


 




    	 	18	 



     


    

 


(h)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New
York, Borough of Manhattan. Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding 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 this 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 manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding
shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such proceeding.


 


(i)          This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and,
all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile
or other electronic transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such signature were the original thereof.


 


(j)          All
Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Parties hereunder.


 


(k)          Each
Debtor shall indemnify, reimburse and hold harmless the Collateral Agent and the Secured Parties and their respective partners,
members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions)
(collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties,
suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the
foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise
from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses
which result from the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision
of a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification
provision in the Notes, the Securities Purchase Agreement (as such term is defined in the Notes) or any other agreement, instrument
or other document executed or delivered in connection herewith or therewith.


 


(l)          Nothing
in this Agreement shall be construed to subject Collateral Agent or any Secured Party to liability as a partner in any Debtor or
any if its direct or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect
subsidiaries that is a limited liability company, nor shall Collateral Agent or any Secured Party be deemed to have assumed any
obligations under any partnership agreement or limited liability company agreement, as applicable, of any such Debtor or any if
its direct or indirect subsidiaries or otherwise, unless and until any such Secured Party exercises its right to be substituted
for such Debtor as a partner or member, as applicable, pursuant hereto.


 




    	 	19	 



     


    

 


(m)          To
the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,
approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or
compliance with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive
any such noncompliance with the terms of said documents.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	20	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Security Agreement to be duly executed on the day and year first above written.


 


	REIGN SAPPHIRE CORPORATION	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title: President and CEO	 


 


	COLLATERAL AGENT	 
	 	 
	ALPHA
    CAPITAL ANSTALT	 
	 	 	 
	By: 	 	 
	 	Name: Konrad Ackermann	 
	 	Its: Director	 


 




    	 	21	 



     


    

 


OMNIBUS SECURED PARTY SIGNATURE PAGE
TO

REIGN SAPPHIRE CORPORATION

SECURITY AGREEMENT


 


The undersigned, in
its capacity as a Secured Party, hereby executes and delivers the Security Agreement to which this signature page is attached and
agrees to be bound by the Security Agreement on the date set forth on the first page of the Security Agreement. This counterpart
signature page, together with all counterparts of the Security Agreement and signature pages of the other parties named therein,
shall constitute one and the same instrument in accordance with the terms of the Security Agreement.


 


	 	 
	[Print Name of Investor]	 
	 	 
	 	 
	[Signature]	 


 


	Name: 	 	 
	 	 	 
	Title: 	 	 


 


	Address:	 	 
	 	 	 
	 	 	 



 


	Email: 	 	 


 


	Taxpayer ID# (if applicable):
    	 	 


 




    	 	22	 



     


    

 


ANNEX A


to


SECURITY


AGREEMENT


 


FORM
OF ADDITIONAL DEBTOR JOINDER


 


Security Agreement dated as of December
23, 2015 made by


Reign Sapphire Corporation


and its Subsidiaries party thereto from
time to time, as Debtors


to and in favor of


the Secured Parties identified therein (the
“Security Agreement”)


 


Reference is made to the Security Agreement
as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in,
or by reference in, the Security Agreement.


 


The undersigned hereby agrees that upon
delivery of this Additional Debtor Joiner to the Secured Parties referred to above, the undersigned shall (a) be an Additional
Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security Agreement as fully
and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations
and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder (except to the extent
such representation or warranty specifically refers to an earlier date). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY
AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.


 


Attached hereto are supplemental and/or
replacement Schedules to the Security Agreement, as applicable.


 


Attached hereto is an original Subsidiary Guaranty executed
by the undersigned and delivered herewith.


 


An executed copy of this Additional Debtor
Joinder shall be delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth herein on or after
the date hereof. This Additional Debtor Joinder shall not be modified, amended or terminated without the prior written consent
of the Secured Parties.


 




    	 	23	 



     


    

 


IN WITNESS WHEREOF,
the undersigned has caused this Joiner to be executed in the name and on behalf of the undersigned.


 


	[Name of Additional Debtor]
	 
	By:
	 
	Name:
	Title:
	 
	Address:


 


	Dated:


 




    	 	24	 



     


    

 


FORM OF SUBSIDIARY GUARANTY


 


1.          Identification.


 


This Guaranty (the
“Guaranty”), dated as of [REQUIRES COMPLETION], is entered into
by [REQUIRES COMPLETION], a [REQUIRES COMPLETION]
corporation (“Guarantor”), for the benefit of the Collateral Agent identified below and the parties identified
on Schedule A hereto (each a “Lender” and collectively, the “Lenders”).


 


2.          Recitals.


 


2.1           Guarantor
is a direct or indirect subsidiary of Reign Sapphire Corporation, a Delaware corporation (“Parent”). The Lenders
have made and/or are making loans to Parent (the “Loans”). Guarantor will obtain substantial benefit from the
proceeds of the Loans.


 


2.2           The
Loans are and will be evidenced by certain Secured Convertible Promissory Notes (collectively, “Note” or the
“Notes”) issued by Parent on, about or after the date of this Guaranty pursuant to those certain Securities
Purchase Agreements dated at or about the date hereof (“Securities Purchase Agreements”). The Notes issued on
the Closing Date are further described on Schedule A hereto and were and or will be executed by Parent as “Borrower”
for the benefit of each Lender as the “Holder” thereof.


 


2.3           In
consideration of the Loans made and to be made by Lenders to Parent and for other good and valuable consideration, and as security
for the performance by Parent of its obligations under the Notes and as security for the repayment of the Loans and all other sums
due from Debtor to Lenders arising under the Notes (collectively, the “Obligations”), Guarantor, for good and
valuable consideration, receipt of which is acknowledged, has agreed to enter into this Guaranty.


 


2.4           The
Lenders have appointed Alpha Capital Anstalt as Collateral Agent pursuant to that certain Security Agreement dated at or about
the date of this Agreement (“Security Agreement”), among the Lenders and Collateral Agent.


 


2.5           Upper
case terms employed but not defined herein shall have the meanings ascribed to them in the Transaction Documents (as defined in
the Securities Purchase Agreement).


 


3.          Guaranty.


 


3.1           Guaranty.
Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with any other guarantor of the Obligations,
the punctual payment, performance and observance when due, whether at stated maturity, by acceleration or otherwise, of all of
the Obligations now or hereafter existing, whether for principal, interest (including, without limitation, all interest that accrues
after the commencement of any insolvency, bankruptcy or reorganization of Parent, whether or not constituting an allowed claim
in such proceeding), fees, commissions, expense reimbursements, liquidated damages, indemnifications or otherwise arising under
the Notes, Security Agreement, or any other Transaction Document (as defined in the Securities Purchase Agreement) (such obligations,
to the extent not paid by Parent being the “Guaranteed Obligations” and included in the definition of Obligations),
and agrees to pay any and all reasonable costs, fees and expenses (including reasonable counsel fees and expenses) incurred by
Collateral Agent and the Lenders in enforcing any rights under the Guaranty set forth herein. Without limiting the generality of
the foregoing, Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would
be owed by Parent to Collateral Agent and the Lenders, but for the fact that they are unenforceable or not allowable due to the
existence of an insolvency, bankruptcy or reorganization involving Parent.


 




    	 	25	 



     


    

 


3.2           Guaranty
Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights
of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations,
irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is
joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not
a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and
Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:


 


(a)          any
lack of validity of the Notes or any agreement or instrument relating thereto;


 


(b)          any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to Parent or otherwise;


 


(c)          any
taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of
or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;


 


(d)          any
change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent;
or


 


(e)         any other circumstance
(including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral
Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or
surety.


 


This Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy
or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all
as though such payment had not been made.


 


3.3           Waiver.
Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that Collateral Agent or the Lenders exhaust any right or take any action against
any Borrower or any other person or entity or any Collateral. Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated herein and that the waiver set forth in this Section 3.3 is knowingly made in
contemplation of such benefits. Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this Guaranty
is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


 




    	 	26	 



     


    

 


3.4           Continuing
Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later
of the indefeasible cash or other payment in full of the Guaranteed Obligations , (b) be binding upon Guarantor, its successors
and assigns, and (c) inure to the benefit of and be enforceable by the Lenders and their successors, pledgees, transferees and
assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer
all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion of its
Notes owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof
granted such Collateral Agent or Lender herein or otherwise.


 


3.5           Subrogation.
Guarantor will not exercise any rights that it may now or hereafter acquire against the Collateral Agent or any Lender or other
guarantor (if any) that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under
this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification,
whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Collateral Agent or any Lender or other guarantor (if any), directly or indirectly, in cash
or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless
and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid
in full. 


 


3.6           Maximum
Obligations. Notwithstanding any provision herein contained to the contrary, Guarantor’s liability with respect to the
Obligations shall be limited to an amount not to exceed, as of any date of determination, the amount that could be claimed by Lenders
from Guarantor without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code or under any applicable
state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.


 


4.          Miscellaneous.



 


4.1           Expenses.
Guarantor shall pay to the Lenders, on demand, the amount of any and all reasonable expenses, including, without limitation, reasonable
attorneys’ fees, reasonable legal expenses and reasonable brokers’ fees, which the Lenders may incur in connection
with exercise or enforcement of any the rights, remedies or powers of the Lenders hereunder or with respect to any or all of the
Obligations.


 


4.2           Waivers,
Amendment and Remedies. No course of dealing by the Lenders and no failure by the Lenders to exercise, or delay by the Lender
in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, and no single or partial exercise thereof
shall preclude any other or further exercise thereof or the exercise of any other right, remedy or power of the Lenders. No amendment,
modification or waiver of any provision of this Guaranty and no consent to any departure by Guarantor therefrom, shall, in any
event, be effective unless contained in a writing signed by the Guarantor and the Majority in Interest (as such term is defined
in the Security Agreement) or Lenders against whom such amendment, modification or waiver is sought, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given. The rights, remedies and powers
of the Lenders, not only hereunder, but also under any other Transaction Documents and under applicable law are cumulative, and
may be exercised by the Lenders from time to time in such order as the Lenders may elect.


 


4.3           Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (c) delivered by a reputable overnight courier service with charges prepaid, or (d) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below if delivered on a Business Day during normal business hours, or the first Business Day
following such delivery (if delivered other than on a Business Day during normal business hours), (ii) on the first Business Day
following the date deposited with an overnight courier service with charges prepaid, or (iii) on the fifth Business Day following
the date of mailing pursuant to subpart (b) above, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 




    	 	27	 



     


    

 


	To Guarantor,
    to:	 	c/o
    Reign Sapphire Corporation
	 	 	9465 Wilshire Boulevard
	 	 	Beverly Hills, CA 90212
	 	 	Fax: [REQUIRES
    COMPLETION]
	 	 	 
	With a copy by fax
    only to	 	 
	(which shall not constitute notice):	 	Qian & Company
		 	135 Main Street, 9th Floor
		 	San Francisco, CA 94105
		 	Attn: Alan S. Gutterman, Esq.
		 	Fax: (415) 267-1899
	 	 	 
	To the Collateral
    Agent:	 	Alpha Capital Anstalt
		 	c/o Grushko &
    Mittman, P.C.
		 	515 Rockaway Avenue
		 	Valley Stream, New
    York 11581
		 	Fax: (212) 697–3575
	 	 	 
	To Lenders:	 	To the addresses
    and telecopier numbers set 
		 	forth on Schedule
    A 


 


Any party may change its address by written
notice in accordance with this paragraph.


 


4.4           Term;
Binding Effect. This Guaranty shall (a) remain in full force and effect until payment and satisfaction in full of all of the
Guaranteed Obligations; (b) be binding upon Guarantor and its successors and permitted assigns; and (c) inure to the benefit of
the Lenders and their respective successors and assigns. All the rights and benefits granted by Guarantor to the Collateral Agent
and Lenders hereunder and other agreements and documents delivered in connection therewith are deemed granted to both the Collateral
Agent and Lenders. Upon the payment in full of the Guaranteed Obligations, (i) this Guaranty shall terminate and (ii) the Lenders
will, upon Guarantor’s request and at Guarantor’s expense, execute and deliver to Guarantor such documents as Guarantor
shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.


 


4.5           Captions.
The captions of Paragraphs, Articles and Sections in this Guaranty have been included for convenience of reference only, and shall
not define or limit the provisions hereof and have no legal or other significance whatsoever.


 




    	 	28	 



     


    

 


4.6           Governing
Law; Venue; Severability. This Guaranty shall be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts or choice of law. Any legal action or proceeding against Guarantor with respect
to this Guaranty may be brought in the courts of the State of New York or of the United States for the Southern District of New
York, and, by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby irrevocably waives any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection
with this Guaranty brought in the aforesaid courts and hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. If any provision
of this Guaranty, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any
other provisions which can be given effect without the invalid provision or application, and to this end the provisions hereof
shall be severable and the remaining, valid provisions shall remain of full force and effect. This Guaranty shall be deemed
an unconditional obligation of Guarantor for the payment of money and, without limitation to any other remedies of Lenders, may
be enforced against Guarantor by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar
rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement
to which Lenders and Guarantor are parties or which Guarantor delivered to Lenders, which may be convenient or necessary to determine
Lenders’ rights hereunder or Guarantor’s obligations to Lenders are deemed a part of this Guaranty, whether or not
such other document or agreement was delivered together herewith or was executed apart from this Guaranty. 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 this 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. Guarantor irrevocably appoints Parent its true
and lawful agent for service of process upon whom all processes of law and notices may be served and given in the manner described
above; and such service and notice shall be deemed valid personal service and notice upon Guarantor with the same force and validity
as if served upon Guarantor.


 


4.7           Satisfaction
of Obligations. For all purposes of this Guaranty, the payment in full of the Obligations shall be conclusively deemed to have
occurred when the Obligations have been paid pursuant to the terms of the Notes and the Securities Purchase Agreements.


 


4.8           Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile signature and delivered by electronic transmission.


 


[THE BALANCE OF THIS
PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


 




    	 	29	 



     


    

 


IN WITNESS WHEREOF, the undersigned
have executed and delivered this Guaranty, as of the date first written above.


 


	“GUARANTOR”	 
	 	 	 
	By: 	 	 
	 	 	 
	 	Its: President / Managing Member	 


 


This Guaranty Agreement may be signed
by facsimile signature and


delivered by confirmed facsimile transmission.


 




    	 	30	 



     


    

 


SCHEDULE A TO GUARANTY


 


	PURCHASER AND ADDRESS	 	PURCHASE

PRICE and

NOTE PRINCIPAL	 	WARRANTS
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	 	31	 



     


    

 


ANNEX B


to


SECURITY


AGREEMENT


 


THE COLLATERAL AGENT


 


1. Appointment. The
Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the
Security Agreement to which this Annex B is attached (the “Agreement”), by their acceptance of the benefits
of the Agreement, hereby designate Alpha Capital Anstalt (“Collateral Agent”) as the Collateral Agent to act
as specified herein and in the Agreement. Each Secured Party shall be deemed irrevocably to authorize the Collateral Agent to take
such action on its behalf under the provisions of the Agreement and any other Transaction Document (as such term is defined in
the Notes) and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or
required of the Collateral Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The
Collateral Agent may perform any of its duties hereunder by or through its agents or employees and delegate its duties and responsibilities
upon prior notice to the Secured Parties.


 


2. Nature of Duties. The
Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Agreement. Neither the Collateral
Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for any action taken
or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence
of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful
misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of
the Collateral Agent shall be mechanical and administrative in nature; the Collateral Agent shall not have by reason of the Agreement
or any other Transaction Document a fiduciary relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement
or any other Transaction Document, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral
Agent any obligations in respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein.


 


3. Lack of Reliance on the Collateral
Agent. Independently and without reliance upon the Collateral Agent, each Secured Party, to the extent it deems appropriate,
has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Company
and its subsidiaries in connection with such Secured Party’s investment in the Debtors, the creation and continuance of the
Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection
therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral
from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to
provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession
before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors
or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate
or other writing delivered in connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition
of the Debtors or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance
of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of
the Debtors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under
the Agreement, the Notes or any of the other Transaction Documents.


 




    	 	32	 



     


    

 


4. Certain Rights of the Collateral
Agent. The Collateral Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the
Secured Parties. To the extent practical, the Collateral Agent shall request instructions from the Secured Parties with respect
to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and
shall be entitled to act or refrain from acting in accordance with the instructions of Secured Parties holding a majority in principal
amount of Notes (based on then-outstanding principal amounts of Notes at the time of any such determination); if such instructions
are not provided despite the Collateral Agent’s request therefor, the Collateral Agent shall be entitled to refrain from
such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured
Parties in respect of actions to be taken by the Collateral Agent; and the Collateral Agent shall not incur liability to any person
or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever
against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder in accordance with
the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge the
authority of, or the instructions given to, the Collateral Agent pursuant to the foregoing and (b) the Collateral Agent shall not
be required to take any action which the Collateral Agent believes (i) could reasonably be expected to expose it to personal liability
or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.


 


5. Reliance. The Collateral Agent
shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made
by the proper person or entity, and, with respect to all legal matters pertaining to the Agreement and the other Transaction Documents
and its duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and the
other Transaction Documents and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding,
the Collateral Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned
by the Debtors or is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or
sufficiently or lawfully created, perfected, or enforced or are entitled to any particular priority.


 


6. Indemnification. To the
extent that the Collateral Agent is not reimbursed and indemnified by the Debtors, the Secured Parties will jointly and severally
reimburse and indemnify the Collateral Agent, in proportion to their initially purchased respective principal amounts of Notes,
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in
performing its duties hereunder or under the Agreement or any other Transaction Document, or in any way relating to or arising
out of the Agreement or any other Transaction Document except for those determined by a final judgment (not subject to further
appeal) of a court of competent jurisdiction to have resulted solely from the Collateral Agent’s own gross negligence or
willful misconduct. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require each Secured Party
to deposit with it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses
associated with taking such action.


 


7. Resignation by the Collateral Agent. 


 


(a) The
Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction
Documents at any time by giving 5 days’ prior written notice (as provided in the Agreement) to the Debtors and the Secured
Parties. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (b) and (c)
below.


 






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(b) Upon
any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Collateral
Agent hereunder.


 


(c) If
a successor Collateral Agent shall not have been so appointed within said 5-day period, the Collateral Agent shall then appoint
a successor Collateral Agent who shall serve as Collateral Agent until such time, if any, as the Secured Parties appoint a successor
Collateral Agent as provided above. If a successor Collateral Agent has not been appointed within such 5-day period, the Collateral
Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for
the appointment of a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with
the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.


 


8. Rights with respect to Collateral.
Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt
to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise
(other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured
Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement)
and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and
the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral
Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under
the Agreement.  After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions
of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it
was Collateral Agent.


 




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