Exhibit 10.3


 


SECURITY AGREEMENT


 


This Security Agreement,
dated as of September 11, 2019 (this “Agreement”), is by and between Seller’s Choice, LLC, a New Jersey
limited liability company (the “Company”), and Home Revolution, LLC, a Delaware limited liability company, the
holder of that certain secured promissory note, dated September 11, 2019, made by Jerrick Media Holdings, Inc., a Nevada corporation
(“Jerrick”), in the original principal amount of $660,000 (the “Note”) (the “Secured
Party”).


 


W I T N E S S E T H:


 


WHEREAS, Jerrick and
the Secured party have entered into that certain Membership Interest Purchase Agreement (the “Purchase Agreement”),
dated as of the date hereof, whereby Jerrick acquired 100% of the membership interests of the Company; and


 


WHEREAS, in order to
induce the Secured Party to enter into the Purchase Agreement, Jerrick has agreed to cause and direct the Company, as its wholly-owned
subsidiary to execute and deliver to the Secured Party this Agreement and to grant the Secured Party a security interest in certain
property of the Company to secure the prompt payment, performance and discharge in full of all of Jerrick’s obligations under
the Note.


 


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 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 9 of the UCC.


 


(a)  “Collateral”
means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include the following
personal property of the Company, 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 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:


 


(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 of the Company’s business and all improvements thereto; and (B) all inventory;


 




     


     


    

 


(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, licenses, distribution and other agreements, computer
software (whether “off-the-shelf,” licensed from any third party or developed by the Company), 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, 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; and


 


(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 any shares of capital stock and/or other equity
interests of any other direct or indirect subsidiary of the Company 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.


 


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.


 




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(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 letters patent
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, and (vii) all causes of action for infringement of
the foregoing.


 


(c)  “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, Jerrick to the Secured Party, including, without
limitation, all obligations under this Agreement, the Note, and any other instruments, agreements or other documents 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 Party 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 Note and the loans extended pursuant thereto; (ii) any and all
other fees, indemnities, costs, obligations and liabilities of the Company from time to time under or in connection with this Agreement,
the Note, and any other 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 the Company.


 


(d)  “Organizational
Documents” means with respect to the Company, the documents by which the Company was organized (such as a certificate
of incorporation, certificate of limited partnership or certificate of formation, 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 the Company
(such as bylaws, a partnership agreement or an operating, limited liability or members agreement).


 


(e) “Permitted
Indebtedness” means (a) the indebtedness evidenced by the Note, and (b) indebtedness that (i) is expressly subordinate
to the Note pursuant to a written subordination agreement with the Secured Party that is acceptable to the Secured Party in its
sole and absolute discretion and (ii) matures at a date later than the 91st day following the Maturity Date.


 




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(f) “Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with generally accepted accounting principles; (b) liens imposed by law which were incurred
in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ liens,
statutory landlords’ liens, and other similar liens arising in the ordinary course of the Company’s business, and which
(x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the
use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good
faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or
sale of the property or asset subject to such Lien; and (c) Liens incurred in connection with Permitted Indebtedness under clause
(a) thereunder; and (d) Liens incurred in connection with Permitted Indebtedness under clause (b) thereunder, provided that such
Liens are not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased.


 


(g) “UCC”
means the Uniform Commercial Code of the State of New Jersey 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 Party to enter into the Purchase Agreement and to secure
the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Company
hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party 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.  Representations,
Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with,
the Secured Party as follows:


 


(a) The Company
has the requisite limited liability company power and authority to enter into this Agreement and otherwise to carry out its obligations
hereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein have been
duly authorized by all necessary action on the part of the Company and no further action is required by the Company. This Agreement
has been duly executed by the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company 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.


 


(b) The Company
shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and
its Collateral and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured
Party at least 30 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
Party a valid, perfected and continuing perfected first priority lien in the Collateral.


 




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(c)  This
Agreement creates in favor of the Secured Party 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 which 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, no action is necessary to create, perfect or protect the security interests created hereunder.


 


(d)  The
Company hereby authorizes the Secured Party 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.


 


(e)  The
execution, delivery and performance of this Agreement by the Company does not (i) violate any of the provisions of any Organizational
Documents of the Company or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable
law, rule or regulation applicable to the Company or (ii) 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
the Company’s debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the
Company is bound or affected. If any, all required consents (including, without limitation, from stockholders or creditors of the
Company) necessary for the Company to enter into and perform its obligations hereunder have been obtained.


 


(f)  Except
for Permitted Liens, the Company 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 Party until this Agreement and
the Security Interest hereunder shall be terminated pursuant to Section 12 hereof. The Company hereby agrees to defend the
same against the claims of any and all persons and entities. The Company shall safeguard and protect all Collateral for the account
of the Secured Party. At the request of the Secured Party, the Company will sign and deliver to the Secured Party on behalf of
the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory
to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured
Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of
the foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests
hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations
of claims and liens which may be required to maintain the priority of the Security Interests hereunder.


 


(g)  The
Company will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for
non-exclusive licenses granted by the Company in its ordinary course of business and sales of inventory by the Company in its ordinary
course of business) without the prior written consent of the Secured Party.


 


(h) The
Company 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.


 




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(i)  The
Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party 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 Party’s security interest, through the Secured Party, therein.


 


(j)  The
Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements,
financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party
may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’s
security interest in the Collateral.


 


(k)  The
Company shall permit the Secured Party and its representatives and Secured Party 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 Secured Party from time to time.


 


(l)  The
Company shall take all steps reasonably 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.


 


(m)  The
Company shall promptly notify the Secured Party 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 the Company that may materially affect
the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.


 


(n)  All
information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral
is accurate and complete in all material respects as of the date furnished.


 


(o)  The
Company shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any
rights and franchises material to its business.


 


(p)  The
Company will not change its name, type of organization, jurisdiction of organization, organizational identification number (if
it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 20 days prior
written notice to the Secured Party of such change and, at the time of such written notification, the Company provides any financing
statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced
by this Agreement.


 


(q) Except
in the ordinary course of business, the Company may not 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 Secured Party which shall not be
unreasonably withheld.


 


(r)  The
Company may not relocate its chief executive office to a new location without providing 30 days prior written notification thereof
to the Secured Party and so long as, at the time of such written notification, the Company provides any financing statements or
fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 




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(s) The
Company was organized and remains organized solely under the laws of the State of New Jersey.


 


(t) At
any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require
or permit possession by the secured party to perfect the security interest created hereby, the Company shall deliver such Collateral
to the Secured Party.


 


(u) The
Company shall cause all tangible chattel paper constituting Collateral to be delivered to the Secured Party, 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 Company shall cause the
underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).


 


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


 


(w)  To
the extent that any Collateral is in the possession of any third party, the Company shall join with the Secured Party in notifying
such third party of the Secured Party’s security interest in such Collateral and shall use its best efforts to obtain an
acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory
to the Secured Party.


 


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


 


(y) The
Company shall immediately provide written notice to the Secured Party 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 Secured Party an assignment of claims for such accounts and
cooperate with the Secured Party 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.


 


(z) Without
limiting the generality of the other obligations of the Company hereunder, the Company shall promptly (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 Secured Party notice whenever it acquires (whether absolutely
or by license) or creates any additional material Intellectual Property.


 


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


 




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4. 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 Secured Party’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 the Company is subject or to which the Company
is party.


 


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


 


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


 


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


 


(c) The failure
by the Company to observe or perform any of its obligations hereunder for fifteen (15) days after delivery to the Company 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 the Company is using best efforts to cure same in a timely fashion; or


 


(d) If any
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 the Company, or a proceeding shall be commenced by the Company, or by any governmental authority
having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof, or the Company shall deny
that the Company has any liability or obligation purported to be created under this Agreement.


 


6.  Duty
To Hold In Trust. Upon the occurrence of any Event of Default and at any time thereafter, the Company shall, upon receipt of
any revenue, income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Note 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 Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the
Secured Party, pro-rata in proportion to their respective then-currently outstanding principal amount of Note for application to
the satisfaction of the Obligations.


 


7.  Rights
and Remedies Upon Default.


 


(a) Upon
the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the
remedies conferred hereunder and under the Note, and the Secured Party shall have all the rights and remedies of a secured party
under the UCC. Without limitation, the Secured Party, for the benefit of the Secured Party, shall have the following rights and
powers:


 


(i) The Secured
Party 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, and the Company shall
assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether
at the Company’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company’s
respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral
in saleable or disposable form.


 






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(ii) Upon
notice to the Company by Secured Party, all rights of the Company to exercise the voting and other consensual rights which it would
otherwise be entitled to exercise and all rights of the Company to receive the dividends and interest which it would otherwise
be authorized to receive and retain, shall cease. Upon such notice, Secured Party shall have the right to receive, for the benefit
of the Secured Party, any interest, cash dividends or other payments on the Collateral and, at the option of Secured Party, to
exercise in such Secured Party’s discretion all voting rights pertaining thereto. Without limiting the generality of the
foregoing, Secured Party shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as
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 the Company or any of its direct or indirect subsidiaries.


 


(iii) The Secured
Party shall have the right to operate the business of the Company 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 the Secured Party may deem commercially reasonable,
all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to
the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or
other transfer of Collateral, the Secured Party, for the benefit of the Secured Party, 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 the Company, which are hereby waived and released.


 


(iv) The
Secured Party 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 Secured Party, on behalf of the Secured Party, and to enforce the Company’s rights
against such account debtors and obligors.


 


(v) The
Secured Party, for the benefit of the Secured Party, 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 Secured Party, on behalf of the Secured Party, or
its designee.


 


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


 




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(b) The
Secured Party 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 Secured Party may sell the Collateral
without giving any warranties and may specifically disclaim such warranties. If the Secured Party sells any of the Collateral on
credit, the Company will only be credited with payments actually made by the purchaser. In addition, the Company waives any and
all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and
remedies hereunder, including, 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) For
the purpose of enabling the Secured Party to further exercise rights and remedies under this Section 7 or elsewhere provided
by agreement or applicable law, the Company hereby grants to the Secured Party, for the benefit of the Secured Party and the Secured
Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Company) to use,
license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by the Company,
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.


 


8.  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, to the reasonable attorneys’ fees and expenses incurred by the Secured
Party in enforcing the Secured Party’s 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 Party (based on then-outstanding principal amounts of Note
at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured
Party shall pay to the Company any surplus proceeds. To the extent permitted by applicable law, the Company waives all claims,
damages and demands against the Secured Party 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 Party as determined by a final judgment (not subject to
further appeal) of a court of competent jurisdiction.


 


9.  Costs
and Expenses. The Company 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 Secured
Party. The Company shall also pay all other claims and charges which in the reasonable opinion of the Secured Party is reasonably
likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein. The Company will also, upon
demand, pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and Secured Party may incur in connection with the creation, perfection, protection, satisfaction, foreclosure,
collection or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of
this Agreement and pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses
of its counsel and of any experts and Secured Party 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 Party under the Note. Until so paid, any fees payable hereunder shall be added
to the principal amount of the Note and shall bear interest at the Default Rate.


 




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10.  Responsibility
for Collateral. The Company assumes 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 Secured Party 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) the Company
shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by the
Company thereunder. Neither the Secured Party 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 Secured Party or any Secured Party of any payment
relating to any of the Collateral, nor shall the Secured Party or any Secured Party be obligated in any manner to perform any of
the obligations of the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency
of any payment received by the Secured Party or any 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 Secured Party or to which the Secured
Party or any Secured Party may be entitled at any time or times.


 


11.  Security
Interests Absolute. All rights of the Secured Party and all obligations of the Company hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note 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 Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection 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 Party 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 the Company, 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
Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute
of limitations or bankruptcy. The Company 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
Party 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 Party, then, in any such event, the Company’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. The Company waives all right to require
the Secured Party to proceed against any other person or entity or to apply any Collateral which the Secured Party may hold at
any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application
of the statute of limitations to any obligation secured hereby.


 


12.  Term
of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Note have
been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities
of the Company contained in this Agreement shall survive and remain operative and in full force and effect regardless of the termination
of this Agreement.


 






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13.  Power
of Attorney; Further Assurances.


 


(a)  The
Company authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party and its successors or assigns
with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in the name of the Secured
Party or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks,
drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance)
in respect of the Collateral that may come into possession of the Secured Party; (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 Secured
Party, and at the expense of the Company, 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 Secured Party 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 Note all as fully and effectually
as the Company might or could do; and the Company 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 the Company is subject
or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance
of an Event of Default, the 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, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper
filing and recording agencies in any jurisdiction, all such instruments, and take all such action as may reasonably be deemed necessary
or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interests granted hereunder and otherwise
to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection
of a perfected security interest in all the Collateral under the UCC.


 


(c)  The
Company hereby irrevocably appoints the Secured Party as the Company’s attorney-in-fact, with full authority in the place
and instead of the Company and in the name of the Company, from time to time in the Secured Party’s discretion, to take any
action and to execute any instrument which the Secured Party may 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 the Company 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 Secured Party. 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.


 


14.  Notices.
All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Note.


 




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15.  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 Secured Party 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 Party’s rights and remedies hereunder.


 


16.  Miscellaneous.


 


(a)  No
course of dealing between the Company and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part
of the Secured Party, any right, power or privilege hereunder or under the Note 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 Secured Party with respect to the Collateral, whether established hereby or by the Note or by
any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 


(c)  This
Agreement contains 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.
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 Company and the Secured Party 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 Company
may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Secured Party (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 Party.”


 




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(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.


 


(h) This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New Jersey without regard to
the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction and venue of
the federal and state courts located in the State of New Jersey for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby, and the parties agree that such jurisdiction and
venue are appropriate and convenient. Service of process in connection with any such suit, action or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each
of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY
IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.


 


(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
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 facsimile signature were the original thereof.


 


(j) The
Company shall indemnify, reimburse and hold harmless the Secured Party and his respective heirs and assigns (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, non-appealable decision of a court of competent jurisdiction.


 


(k) 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 the Company or any direct or indirect subsidiary of the Company
or compliance with any provisions of any of the Organizational Documents, the Company hereby grant such consent and approval and
waive any such noncompliance with the terms of said documents.


 


(l)  All
parties hereto have had the opportunity to review this Agreement with their counsel. This Agreement is the result of good faith,
arms-length negotiations. The parties agree and acknowledge that they are each receiving fair and reasonably equivalent value in
return for entering this Agreement.


 


(m)  The
Company specifically waives and renounces any rights, under any applicable law, which each may have, whether at law or in equity,
to require the other to marshal any of the collateral subject hereto or any other assets of the Company, or any portion thereof,
or to otherwise seek satisfaction from any particular assets of the Company or from any third party.


 


[SIGNATURE PAGES FOLLOW]


 




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


 


	SELLER’S CHOICE, LLC	 
	 	 	 	 
	By:	 	 
	 	Name:	Jay Goldberg	 
	 	Title:	CEO and President	 
	 	 	 
	HOME REVOLUTION, LLC	 
	 	 	 
	By:	 	 
	 	Name:	Jay Goldberg	 
	 	Title:	CEO and President	 
	 	 	 
	Acknowledged And Agreed:	 
	 	 	 
	JERRICK MEDIA HOLDINGS, INC.	 
	 	 	 
	By:	 	 
	 	Name:	Jeremy Frommer	 
	 	Title:	CEO	 


 


 


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