Exhibit 4.1


 


NEITHER
THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE HOLDER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED:
(I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS;
OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933
ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


SECURED
CONVERTIBLE PROMISSORY NOTE


 


_______,
2022 (“Issuance Date”)


$__________


 


FOR
VALUE RECEIVED, VERONI BRANDS CORP., a corporation incorporated under the laws of the State of Delaware and located at 2275 Half
Day Road, Suite 346, Bannockburn, IL 60015 (the “Company”), hereby promises to pay to the order of ___________________________,
having an address of _____________________________________ or its successors or assigns (the “Holder”), the principal
amount of _________________________ dollars ($__________) on [insert the calculated day and month of the “Maturity Date”],
202_ (such date, the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of six percent
(6%) per annum commencing on the first anniversary of the date hereof, in accordance with the terms hereof. This Secured Convertible
Promissory Note (as may be amended or supplemented from time to time, the “Note”) is being issued by the Company as part
of the consideration payable under that certain Stock Purchase Agreement, dated as of even date herewith, between the Company, Oxigenesis,
Inc., the Holder and the other selling shareholders appearing on the signature page thereto (the “Purchase Agreement”).


 


1. General
Payment Provisions. All payments of principal and interest on this Note shall be made, in the Company’s discretion, in
lawful money of the United States of America by certified bank check or wire transfer to such account as the Holder may designate by
written notice to the Company or in the form of Common Stock (as defined below) at the Conversion Price (as defined below), at the
option of the Holder, in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this
Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding Business Day. For purposes
of this Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the
State of New York are authorized or required by law or executive order to remain closed.


 




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(a) Optional
Prepayment. At any time, upon receiving the written consent of the Holder, the Company may pre-pay this Note without penalty and,
upon such prepayment in full, the Holder shall have no further rights under this Note, including no rights of conversion.


 


2. Conversion
of Note. This Note shall be convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at the option of the Holder, in accordance with the terms and conditions set forth in this Paragraph 2.


 


(a) Voluntary
Conversion. The Holder may convert all or any portion of the outstanding principal and accrued and unpaid interest (such total amount,
the “Conversion Amount”) into shares of Common Stock (the “Conversion Shares”) at a price per share of Common
Stock equal to $1.75, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating
to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events (the “Conversion Price”), by delivering to the Company a conversion notice
in the form attached hereto as Exhibit A (the “Conversion Notice”).


 


(b) The
Holder’s Conversion Limitations. The Company shall not affect any conversion of this Note, and the Holder shall not have the
right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the Conversion Notice
submitted by the Holder, the Holder (together with the Holder’s affiliates (as defined herein) and any Persons acting as a group
together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation
(as defined herein). To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers
a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this Paragraph 2 and the Company shall
have no obligation to verify or confirm the accuracy of such determination. The restriction described in this paragraph may be waived,
in whole or in part, upon sixty-one (61) days’ prior notice from the Holder to the Company to increase such percentage.


 


For
purposes of this Note, the “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The limitations contained
in this paragraph shall apply to a successor holder of this Note. For purposes of this Note, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or
any department or agency thereof.


 


(c) Mechanics
of Conversion. The conversion of this Note shall be conducted in the following manner:


 


(1)
Holder’s Delivery Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion
Notice by the Holder (the “Conversion Date”), the Holder shall (A) transmit by facsimile or electronic mail (or otherwise
deliver) a copy of the fully executed Conversion Notice to the Company and (B) upon receipt by the Holder of the Common Stock, surrender
the original Note to a nationally recognized overnight courier for delivery to the Company.


 




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(2) Company’s
Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event
later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver)
a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Company
will process such Conversion Notice in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion
Confirmation, provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer (“FAST”) program, the Company shall cause the transfer agent to electronically transmit the
applicable Common Stock which the Holder shall be entitled by crediting the account of the Holder’s prime broker with DTC through
its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Holder of such delivery. In
the event that the Company’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, the
Company shall issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion
Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.
If less than the full principal and accrued but unpaid interest amount of this Note is submitted for conversion, then the Company shall
within three (3) Business Days after receipt of the Note, at its own expense, issue and deliver to the Holder a new Note for the outstanding
principal and interest amount not so converted; provided that such new Note shall be substantially in the same form as this Note.


 


(3) Record
Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for
all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.


 


(d) Adjustments
to Conversion Price. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one
or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately increased.


 


3. Secured
Obligations. All of the obligations of the Company under and in connection with this Note now or hereafter existing whether for principal,
interest, fees, expenses or otherwise (all such obligations of the Company are hereinafter collectively referred to as the “Secured
Obligations”) are secured by a continuing security interest in, all of the Company’s right, title and interest in and to
all of the Company’s now existing or hereafter acquired tangible and intangible properties pursuant to the terms of that certain
Security Agreement, dated as of the date hereof, among the Company and [We’re under the impression Veroni will name the collateral
agent], as collateral agent.


 




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4. Defaults
and Remedies.


 


(a) Events
of Default. An “Event of Default” means: (i) a default for five (5) days in payment of principal or interest on this
Note; (ii) failure by the Company to comply with any material provision of this Note, as set forth in the notice to the Borrower and
such event is not cured within five days of the date of such notice; (iii) the Company, pursuant to or within the meaning of any Bankruptcy
Law (as defined herein): (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary
case; (C) consents to the appointment of a Custodian (as defined herein) of it or for all or substantially all of its property; (D) makes
a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally unable to pay its debts as the same
become due; or (iv) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against
the Company in an involuntary case; (B) appoints a Custodian of the Company for all or substantially all of its property; or (C) orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for sixty (60) days. “Bankruptcy Law”
means Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(b) Remedies.
If an Event of Default occurs and is continuing, the Holder of this Note may declare all of this Note, including any interest and other
amounts due that have not or will not be converted under Paragraph 2 hereof, to be due and payable immediately. The security interest
created by this Note shall be enforceable if an Event of Default shall have occurred and be continuing and the Holder shall have, among
other things, the following rights:


 


		a.	subject
                                            to the limitations of Section 9-610 and 9-615 of the UCC (if applicable), to sell, assign,
                                            transfer and deliver at any time the whole, or from time to time any part, of the Collateral
                                            or any rights or interests therein, at public or private sale or in any other manner, at
                                            such price or prices and on such terms as the Holder may deem appropriate, and either for
                                            cash, on credit, for other property or for future delivery, at the option of the Holder,
                                            upon not less than 10 days’ written notice (which 10 day notice is hereby acknowledged
                                            by the Company to be reasonable) addressed to the Company at its last address on file with
                                            the Holder, but without demand, advertisement or other notice of any kind (all of which are
                                            hereby expressly waived by the Company). If any of the Collateral or any rights or interests
                                            therein are to be disposed of at a public sale, the Holder may, without notice or publication,
                                            adjourn any such sale or cause the same to be adjourned from time to time by announcement
                                            at the time and place fixed for sale, and such sale may, without further notice, occur at
                                            the time and place identified in such announcement. If any of the Collateral or any rights
                                            or interests therein shall be disposed of at a private sale, the Holder shall be relieved
                                            from all liability or claim for inadequacy of price. At any such public sale the Holder may
                                            purchase the whole or any part of the Collateral or any rights or interests therein so sold.
                                            Each purchaser, including the Holder should it acquire the Collateral, at any public or private
                                            sale shall hold the property sold free from any claim or right of redemption, stay, appraisal
                                            or reclamation on the part of the Company which are hereby expressly waived and released
                                            to the extent permitted by applicable law. If any of the Collateral or any rights or interests
                                            therein shall be sold on credit or for future delivery, the Collateral or rights or interests
                                            so sold may be retained by the Holder until the selling price thereof shall be paid by the
                                            purchaser, but the Holder shall not incur any liability in case of failure of the purchaser
                                            to take up and pay for the Collateral or rights or interests therein so sold. In case of
                                            any such failure, such Collateral or rights or interests therein may again be sold or not
                                            less than 10 days’ written notice as aforesaid;



 




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		b.	in
                                            addition to the rights and remedies granted to it in this Note and in any other instrument
                                            or agreement securing, evidencing or relating to any of the Secured Obligations, the Holder
                                            shall have rights and remedies of a secured party under the UCC; and
	 	 	 
		c.	all
                                            cash proceeds received by the Holder in respect of any sale of, or other realization upon,
                                            all or any part of the Collateral shall be applied (after payment of any amounts payable
                                            to the Holder pursuant to this Note) in whole or in part by the Holder in accordance with
                                            the Note.



 


(c) Holder
Appointed Attorney-in-Fact. The Company hereby irrevocably appoints the Holder as the Company’s attorney-in-fact, with full
authority in the name, place and stead of the Company, from time to time in the Holder’s discretion upon the occurrence and during
the continuance of an Event of Default to take any action and to execute any document which the Holder may deem necessary or advisable
to accomplish the purposes of this Note.


 


(d) Non-Interference
with Remedies; Specific Performance. The Company agrees that following the occurrence and during the continuance of an Event of Default
it will not at any time pledge, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law
now or hereafter in force in order to prevent or delay the enforcement of this Note, or the absolute sale of the whole or any part of
the Collateral or the possession thereof by any purchaser at any sale hereunder, and the Company waives the benefit of all such laws
to the extent it lawfully may do so. The Company agrees it will not interfere with any right, power or remedy of the Holder provided
for in this Note now or hereafter existing at law or in equity or by statute or otherwise, or with the exercise or beginning of the exercise
by the Holder of any one or more of such rights, powers or remedies.


 


5. Voting
Rights. The Holder shall have no voting rights, except as required by applicable law, including, but not limited to, the Delaware
General Corporation Law, and as expressly provided in this Note.


 


6. Short
Sales. Holder represents and agrees, as applicable, (i) Holder has not prior to the date hereof, entered into or effected any Short
Sales and (ii) so long as the Note remains outstanding, Holder will not enter into or effect any Short Sales. The Company acknowledges
and agrees that upon submission of conversion notice as set forth herein, Holder will immediately own the Common Stock described in the
conversion notice and any sale of that Common Stock issuable under such conversion notice would not be considered Short Sales. For purposes
herein, “Short Sales” shall mean entering into any short sale or other hedging transaction which establishes a net short
position with respect to the Company.


 




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7. Subordination
Covenants. The Holder hereby covenants and agrees, while any amounts remain outstanding under this Note, to: (i) permit the Company,
without first obtaining Holder’s consent and without requiring any advance action on behalf of the Holder, to incur debt in the
ordinary course of business to finance the Company’s ongoing business activities; and (ii) use its commercially reasonable efforts
to assist the Company in securing any such debt, including, but not limited to, signing such intercreditor or similar agreements reasonably
requested to be signed in connection with the incurrence of such debt and the subordination of the obligations of the Company under this
Note to any such debt. The Holder further covenants and agrees that this Note shall be subordinate to any and all debt incurred by the
Company in connection with the financing of the transactions contemplated by the Purchase Agreement.


 


8. Lost
or Stolen Note. Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss,
theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and,
in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor
and date and in substantially the same form as this Note; provided, however, the Company shall not be obligated to re-issue a
Note if the Holder contemporaneously requests the Company to convert such remaining principal amount and interest into Common Stock.


 


9. Cancellation.
After all principal and accrued interest at any time owed on this Note has been paid in full, this Note shall automatically be deemed
canceled, shall be surrendered to the Company for cancellation and shall not be re-issued.


 


10. Waiver
of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Note.


 


11. Governing
Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the laws of the State of Illinois, without giving effect to provisions thereof regarding
conflict of laws. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting
in the State of Illinois 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 suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier
a copy thereof to such party at the address indicated in the preamble hereto 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 ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 




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12. Indemnity
and Expenses. The Company agrees:


 


(a) To
indemnify and hold harmless the Holder and each of its partners, employees, agents and affiliates from and against any and all claims,
damages, demands, losses, obligations, judgments and liabilities (including, without limitation, attorneys’ fees and expenses)
in any way arising out of or in connection with this Note; and


 


(b) To
pay and reimburse, as the case may be, the Holder upon demand for all costs and expenses (including, without limitation, attorneys’
fees and expenses) that the Holder may incur in connection with (i) the exercise or enforcement of any rights or remedies (including,
but not limited to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise), or (ii) the
failure by the Company to perform or observe any of the provisions hereof. The provisions of this Paragraph shall survive the execution
and delivery of this Note, the repayment of any or all of the principal or interest owed pursuant hereto, and the termination of this
Note.


 


13. Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and
in addition to all other remedies available under this Note, at law or in equity


 


14. Advice
of Counsel. Each the Company and the Holder, including its stockholders, officers, agents and representatives, hereby acknowledges
that (i) such party has been, and hereby is, advised to seek legal counsel and to review this Note with legal counsel of such party’s
choice, and (ii) such party has sought such legal counsel, which such legal counsel has reviewed the Note, or hereby waives the right
to do so.


 


15. Specific
Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general provision
contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
person as the drafter hereof.


 


16. Failure
or Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


 


17. Notice.
Notice shall be given to each party at the address indicated in the preamble hereto or at such other address as provided to the other
party in writing.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Note to be executed on and as of the Issuance Date.


 


	 	VERONI BRANDS CORP.
	 	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 


 


Date:
_____, 2022


 


Principal
Amount: $320,000.00


 


[Signature
Page to Secured Convertible Promissory Note]


 




    	 



     


    

 


Exhibit
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal and/or interest under the Convertible Promissory Note dated as of [insert date of execution],
2022 (the “Note”) of Veroni Brands Corp., a corporation incorporated under the laws of the State of Delaware (the “Company”),
into shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), in accordance with the
conditions of the Note, as of the date written below. If the Common Shares are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as
requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes,
if any.


 


By
the delivery of this Notice of Conversion, the undersigned represents and warrants to the Company that its ownership of the Common Shares
does not exceed the amounts determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, specified under the
Note.


 


Conversion
calculations


 


	Effective
    Date of Conversion: 	 	
	 	 	 
	Principal
    Amount and/or Interest to be Converted: 	 	
	 	 	 
	Number
    of Common Shares to be Issued: 	 	


 


	 	HOLDER: 
	 	 	 
	 	By:	     
	 	Name:
    	 
	 	Title:	 






	 	Address:	 
    


 




    	 



     


    

 


EXHIBIT
B


 


COLLATERAL


 


	(a)	all
                                            accounts (as defined in the UCC) including accounts receivable in respect of portfolio investments
                                            and payment intangibles, including, without limitation, all contract rights, and all other
                                            forms of monetary obligations owing to the Company, and all credit insurance, guaranties,
                                            or security therefor, whether or not they have been earned by performance;
	 	 
	(b)	all
                                            chattel paper (as defined in the UCC), including, without limitation, electronic chattel
                                            paper and tangible chattel paper evidencing both a monetary obligation and a security interest
                                            in or lease of goods, together with any guarantees, letters of credit, and other security
                                            therefore;
	 	 
	(c)	all
                                            commercial tort claims (as defined in the UCC);
	 	 
	(d)	all
                                            deposit accounts (as defined in the UCC) and all of the cash and cash equivalents, deposited
                                            therein from time to time, and all securities, rights, interests, shares of stock, instruments,
                                            interests, or other property contained, deposited, held or otherwise added to any deposit
                                            account from time to time;
	 	 
	(e)	all
                                            documents (as defined in the UCC), including, without limitation, any paper that is treated
                                            in the regular course of business as adequate evidence that the person in possession of the
                                            paper is entitled to receive, hold, and dispose of the goods the paper covers, including
                                            warehouse receipts, bills of lading, certificates of title, and applications for certificates
                                            of title;
	 	 
	(f)	all
                                            equipment (as defined in the UCC), machinery and all fixtures (including, without limitation,
                                            the items purchased with the proceeds of the Loan), and all accessions, additions, attachments,
                                            improvements, substitutions and replacements thereto and thereof and warranties (express
                                            and implied) received from the sellers and manufacturers of the foregoing property, and all
                                            related claims, credits, setoffs, and other rights of recovery;
	 	 
	(g)	all
                                            general intangibles (as defined in the UCC) of any kind, including, without limitation, all
                                            money, contract rights, corporate or other business records, all intellectual property rights,
                                            inventions, designs, formulas, patents, patent applications, service marks, trademarks, trade
                                            names, trade secrets, engineering drawings, goodwill, rights to prepaid expenses, registrations,
                                            franchises, copyrights, licenses, customer lists, computer programs and other software (as
                                            defined in the UCC), source code, tax refund claims, royalty, licensing and product rights,
                                            all claims under guarantees, security interests or other security held by or granted to The
                                            Company, all indemnification rights, and rights to retrieval from third parties of electronically
                                            processed and recorded data pertaining to any Collateral, things in action, items, checks,
                                            drafts, and all orders in transit to or from The Company, credits or deposits of The Company
                                            (whether general or special) that are held by the Holder;



 




    	 



     


    




 


	(h)	all
                                            goods (as defined in the UCC);
	 	 
	(i)	all
                                            inventory (as defined in the UCC), whether in the possession of the Company or of a bailee
                                            or other person for sale, storage, transit, processing, use or otherwise and whether consisting
                                            of whole goods, spare parts, components, supplies, materials, or consigned, returned or repossessed
                                            goods, which are held for sale or lease, which are to be furnished (or have been furnished)
                                            under any contract of service or which are raw materials, work in process or materials used
                                            or consumed in the Company’s business, and all warranties and related claims, credits,
                                            setoffs, and other rights of recovery with respect to any of the foregoing;
	 	 
	(j)	all
                                            instruments (as defined in the UCC) including, without limitation, every promissory note,
                                            negotiable instrument, certificated security, or other writing that evidences a right to
                                            payment of money, that is not a lease or security agreement, and that is transferred in the
                                            ordinary course or conduct of business (including worldwide shipment) by delivery with any
                                            necessary assignment or endorsement;
	 	 
	(k)	all
                                            investment property (as defined in the UCC) pledged to or delivered to the Holder’s
                                            control from time to time, and any and all other property in which the Company at any time
                                            has rights and in which at any time a security interest has been transferred to the Holder
                                            (and regardless of whether any such property constitutes a certificated or uncertificated
                                            security or is held directly or through one or more financial intermediaries through book
                                            entries);
	 	 
	(l)	all
                                            letter of credit rights (as defined in the UCC);
	 	 
	(m)	all
                                            supporting obligations (as defined in the UCC);
	 	 
	(n)	all
                                            books, files, records (as defined in the UCC) relating to the Collateral;
	 	 
	(o)	each
                                            policy and contract of insurance owned or maintained by the Company, and all the benefits
                                            thereof including, without limitation, all claims of whatsoever nature, as well as return
                                            premiums, and in and to all moneys and claims for moneys in connection therewith;
	 	 
	(p)	all
                                            certificates and instruments evidencing any securities or other Collateral subject to this
                                            Security Agreement from time to time and all interest, dividends, distributions, cash, investment
                                            property, securities, shares of stock, and other amounts and property from time to time received,
                                            receivable, paid or payable or otherwise distributed from time to time in respect of, in
                                            exchange or substitution for, or as an addition to any of the foregoing Collateral;
	 	 
	(q)	all
                                            other tangible or intangible personal property of every kind and nature; and
	 	 
	(r)	all
                                            accessions and additions to the foregoing, substitutions therefor, and replacements, products
                                            and proceeds (as defined in the UCC) of any of the property of the Company described in clauses
                                            (a) through (q) above (including any proceeds of insurance thereon).