Exhibit 10.2


 


Security
Agreement


 


This
Security Agreement (this “Agreement”), dated as of November 23, 2021, is executed by Aridis Pharmaceuticals, Inc.,
a Delaware corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured
Party”).


 


A.            Debtor
has issued to Secured Party a certain Secured Promissory Note #1 of even date herewith, as may be amended from time to time, in the original
face amount of $5,250,000.00 (“Note #1”).


 


B.            Debtor
will issue to Secured Party a certain Secured Promissory Note #2 on February 20, 2022, as may be amended from time to time, in the
original face amount of $5,250,000.00 (“Note #2”, and together with Note #1, the “Notes”).


 


C.            In
order to induce Secured Party to extend the credit evidenced by the Notes, Debtor has agreed to enter into this Agreement and to grant
Secured Party a security interest in the Collateral (as defined below).


 


NOW, THEREFORE, in consideration
of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor
hereby agrees with Secured Party as follows:


 


1.            Definitions
and Interpretation. When used in this Agreement, the following terms have the following respective meanings:


 


“Collateral”
has the meaning given to that term in Section 2 hereof.


 


“Intellectual Property”
means all patents and all other proprietary rights, and all rights corresponding to all of Debtor’s patents throughout the world,
now owned and existing or hereafter arising, created or acquired.


 


“Lien” shall
mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such
property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement,
capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement
or similar instrument under the UCC or comparable law of any jurisdiction.


 


“Obligations”
means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor or any of its
affiliates and/or subsidiaries to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter
arising, whether created by the Notes, this Agreement, that certain Note Purchase Agreement of even date herewith, entered into by and
between Debtor and Secured Party (the “Purchase Agreement”), any other Transaction Documents (as defined in the Purchase
Agreement), any other agreement between Debtor or any affiliate or subsidiary of Secured Party) and Secured Party (or any affiliate of
Secured Party) or any other promissory note issued by Debtor (or any affiliate or subsidiary of Debtor) in favor of Secured Party (or
any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a
quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured
Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses,
including attorneys’ fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Notes or in connection
with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a),
(c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement,
and (d) the performance of the covenants and agreements of Debtor (or any of its affiliates or subsidiaries) contained in this Agreement
and all other Transaction Documents.


 






    1


     


    




 


“Permitted Liens”
means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for
which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or arising under the
other Transaction Documents or prior agreements between Debtor and Secured Party.


 


“UCC” means
the Uniform Commercial Code as in effect in the jurisdiction whose laws would govern the security interest in, including without limitation
the perfection thereof, and foreclosure of the applicable Collateral, or any equivalent laws in any other jurisdiction that govern the
grant of a security interest in the types of assets encumbered by this Agreement.


 


Unless otherwise defined herein, all terms defined
in the UCC have the respective meanings given to those terms in the UCC.


 


2.            Grant
of Security Interest. As security for the Obligations, Debtor hereby pledges to Secured Party and grants to Secured Party a first-position
security interest in all right, title, interest, claims and demands of Debtor in and to the property described in Schedule A hereto,
and all replacements, proceeds, products, and accessions thereof (collectively, the “Collateral”).


 


3.            Authorization
to File Financing Statements. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any
filing office in any Uniform Commercial Code jurisdiction or other jurisdiction of Debtor or its subsidiaries any financing statements
or documents having a similar effect and amendments thereto that provide any other information required by the Uniform Commercial Code
(or similar law of any non-United States jurisdiction, if applicable) of such state or jurisdiction for the sufficiency or filing office
acceptance of any financing statement or amendment, including whether Debtor is an organization, the type of organization and any organization
identification number issued to Debtor. Debtor agrees to furnish any such information to Secured Party promptly upon Secured Party’s
request.


 


4.            General
Representations and Warranties. Debtor represents and warrants to Secured Party that (a) Debtor is the owner of the Collateral
and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other
than Permitted Liens, (b) upon the filing of UCC-1 financing statements with the appropriate state office (or an equivalent in the
appropriate foreign office), Secured Party shall have a perfected first-position security interest in the Collateral to the extent that
a security interest in the Collateral can be perfected by such filing, except for Permitted Liens, (c) Debtor has received
at least a reasonably equivalent value in exchange for entering into this Agreement, (d) Debtor is not insolvent, as defined in any
applicable state or federal statute, nor will Debtor be rendered insolvent by the execution and delivery of this Agreement to Secured
Party; and (e) as such, this Agreement is a valid and binding obligation of Debtor.


 


5.            Additional
Covenants. Debtor hereby agrees:


 


5.1.            to
perform all acts that may be necessary to maintain, preserve, protect and perfect in the Collateral, the Lien granted to Secured Party
therein, and the perfection and priority of such Lien;


 


5.2.            to
procure, execute (including endorse, as applicable), and deliver from time to time any endorsements, assignments, financing statements,
certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary or appropriate by Secured Party
to perfect, maintain and protect Secured Party’s Lien hereunder and the priority thereof;


 






    2


     


    




 


5.3.            to
provide at least fifteen (15) days prior written notice to Secured Party of any of the following events: (a) any changes or alterations
of Debtor’s name, (b) any changes with respect to Debtor’s address or principal place of business, (c) the formation
of any subsidiaries of Debtor, or (d) any changes in location of the Collateral;


 


5.4.            upon
the occurrence of an Event of Default (as defined in the Notes) under the Notes and, thereafter, at Secured Party’s request, to
endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s request), assign and deliver any
promissory notes and all other instruments, documents, or writings included in the Collateral to Secured Party, accompanied by such instruments
of transfer or assignment duly executed in blank as Secured Party may from time to time specify;


 


5.5.            to
the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep the Collateral at the principal office
of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral to any other locations without
the prior written consent of Secured Party;


 


5.6.            not
to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein (other than inventory in
the ordinary course of business);


 


5.7.            not
to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral, other than Permitted Liens;


 


5.8.            not
to grant any license or sublicense under any of its Intellectual Property, or enter into any other agreement with respect to any of its
Intellectual Property, except in the ordinary course of Debtor’s business;


 


5.9.            to
the extent commercially reasonable and in Debtor’s good faith business judgment: (a) to file and prosecute diligently any patent,
trademark or service mark applications pending as of the date hereof or hereafter until all Obligations shall have been paid in full,
(b) to make application on unpatented but patentable inventions and on trademarks and service marks, (c) to preserve and maintain
all rights in all of its Intellectual Property, and (d) to ensure that all of its Intellectual Property is and remains enforceable.
Any and all costs and expenses incurred in connection with each of Debtor’s obligations under this Section 5.9 shall
be borne by Debtor. Debtor shall not knowingly and unreasonably abandon any right to file a patent, trademark or service mark application,
or abandon any pending patent application, or any other of its Intellectual Property, without the prior written consent of Secured Party
except for Intellectual Property that Debtor determines, in the exercise of its good faith business judgment, is not or is no longer material
to its business;


 


5.10.            upon
the request of Secured Party at any time or from time to time, and at the sole cost and expense (including, without limitation, reasonable
attorneys’ fees) of Debtor, Debtor shall take all actions and execute and deliver any and all instruments, agreements, assignments,
certificates and/or documents reasonably required by Secured Party to collaterally assign any and all of Debtor’s patent, copyright
and trademark registrations and applications now owned or hereafter acquired to and in favor of Secured Party; and


 


5.11.            at
any time amounts paid by Secured Party under the Transaction Documents are used to purchase Collateral, Debtor shall perform all acts
that may be necessary, and otherwise fully cooperate with Secured Party, to cause (a) any such amounts paid by Secured Party to be
disbursed directly to the sellers of any such Collateral, (b) all certificates of title pertaining to such Collateral (as applicable)
to be properly filed and reissued to reflect Secured Party’s Lien on such Collateral, and (c) all such reissued certificates
of title to be delivered to and held by Secured Party.


 






    3


     


    




 


6.            Authorized
Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled with
an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no liability to Debtor
or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise such rights and
powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise
and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable
on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement
pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise
or settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including without limitation bringing
a suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s name on all applications,
documents, papers and instruments necessary or desirable for Secured Party in the use of any Intellectual Property; (e) grant or
issue any exclusive or non-exclusive license under any Intellectual Property to any person or entity; (f) assign, pledge, sell, convey
or otherwise transfer title in or dispose of any Intellectual Property to any person or entity; (g) cause the Commissioner of Patents
and Trademarks, United States Patent and Trademark Office (or as appropriate, such equivalent agency in foreign countries) to issue any
and all patents and related rights and applications to Secured Party as the assignee of Debtor’s entire interest therein; (h) file
a copy of this Agreement with any governmental agency, body or authority, including without limitation the United States Patent and Trademark
Office and, if applicable, the United States Copyright Office or Library of Congress, at the sole cost and expense of Debtor; (i) insure,
process and preserve the Collateral; (j) pay any indebtedness of Debtor relating to the Collateral; (k) execute and file UCC
financing statements and other documents, certificates, instruments and agreements with respect to the Collateral or as otherwise required
or permitted hereunder; and (l) take any and all appropriate action and execute any and all documents and instruments that may be
necessary or useful to accomplish the purposes of this Agreement; provided, however, that Secured Party shall not exercise any
such powers granted pursuant to clauses (a) through (g) above prior to the occurrence of an Event of Default and shall only
exercise such powers during the continuance of an Event of Default. The powers conferred on Secured Party under this Section 6 are
solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall
be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither Secured Party nor
any of its stockholders, directors, officers, managers, employees or agents shall be responsible to Debtor for any act or failure to act,
except with respect to Secured Party’s own gross negligence or willful misconduct. Nothing in this Section 6 shall be deemed
an authorization for Debtor to take any action that it is otherwise expressly prohibited from undertaking by way of other provision of
this Agreement.


 


7.            Default
and Remedies.


 


7.1.            Default.
Debtor shall be deemed in default under this Agreement upon the occurrence of an Event of Default.


 


7.2.            Remedies.
Upon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the UCC, all rights
granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Debtor to assemble the
Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to take possession
of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral may be situated and remove the Collateral
therefrom. Debtor hereby agrees that fifteen (15) days’ notice of a public sale of any Collateral or notice of the date after which
a private sale of any Collateral may take place is reasonable. In addition, Debtor waives any and all rights that it may have to a judicial
hearing in advance of the enforcement of any of Secured Party’s rights and remedies hereunder, including, without limitation, Secured
Party’s right following an Event of Default to take immediate possession of Collateral and to exercise Secured Party’s rights
and remedies with respect thereto. Secured Party may also have a receiver appointed to take charge of all or any portion of the Collateral
and to exercise all rights of Secured Party under this Agreement. Secured Party may exercise any of its rights under this Section 7.2
without demand or notice of any kind. The remedies in this Agreement, including without limitation this Section 7.2, are in addition
to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which Secured Party
may be entitled. No failure or delay on the part of Secured Party in exercising any right, power, or remedy will operate as a waiver thereof,
nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.
All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other agreement, instrument or document
shall be cumulative and may be exercised singularly or concurrently.


 






    4


     


    




 


7.3.            Standards
for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially
reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur
expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain third party
consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or
third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection
remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse
claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral
directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other
persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral,
(g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of
a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to
dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance
or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured
Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party,
to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection
or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications
of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise
of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties
solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall
be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this Section.


 


7.4.            Marshalling.
Secured Party shall not be required to marshal any present or future Collateral for, or other assurances of payment of, the Obligations
or to resort to such Collateral or other assurances of payment in any particular order, and all of its rights and remedies hereunder and
in respect of such Collateral and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however
existing or arising. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any law relating to the marshalling
of Collateral which might cause delay in or impede the enforcement of Secured Party’s rights and remedies under this Agreement or
under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which
any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, Debtor hereby irrevocably
waives the benefits of all such laws.


 






    5


     


    




 


7.5.            Application
of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any
remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured Party after, the
occurrence of an Event of Default) shall be paid to and applied as follows:


 


(a)            First,
to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure
or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances,
including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Secured Party;


 


(b)            Second,
to the payment to Secured Party of the amount then owing or unpaid on the Notes (to be applied first to accrued interest and fees and
second to outstanding principal) and all amounts owed under any of the other Transaction Documents or other documents included within
the Obligations; and


 


(c)            Third,
to the payment of the surplus, if any, to Debtor, its successors and assigns, or to whosoever may be lawfully entitled to receive the
same.


 


In the absence of final payment and satisfaction
in full of all of the Obligations, Debtor shall remain liable for any deficiency.


 


8.            Miscellaneous.


 


8.1.            Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the
Purchase Agreement, the terms of which are incorporated herein by this reference.


 


8.2.            Non-waiver.
No failure or delay on Secured Party’s part in exercising any right hereunder shall operate as a waiver thereof or of any other
right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right.


 


8.3.            Amendments
and Waivers. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed
by Debtor and Secured Party. Each waiver or consent under any provision hereof shall be effective only in the specific instances for the
purpose for which given.


 


8.4.            Assignment.
This Agreement shall be binding upon and inure to the benefit of Secured Party and Debtor and their respective successors and assigns;
provided, however, that Debtor may not sell, assign or delegate rights and obligations hereunder without the prior written consent
of Secured Party.


 


8.5.            Cumulative
Rights, etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights, powers
and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the Notes,
all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Secured
Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to exhaust
any Collateral or to pursue any remedy in Secured Party’s power.


 






    6


     


    




 


8.6.            Partial
Invalidity. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective
of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.


 


8.7.            Expenses.
Debtor shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses, incurred by Secured
Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or the enforcement or attempt
to enforce any of the Obligations which are not performed as and when required by this Agreement.


 


8.8.            Entire
Agreement. This Agreement and the other Transaction Documents, taken together, constitute and contain the entire agreement of Debtor
and Secured Party with respect to this particular matter and supersede any and all prior agreements, negotiations, correspondence, understandings
and communications between the parties, whether written or oral, respecting the subject matter hereof.


 


8.9.            Governing
Law; Venue. Except as otherwise specifically set forth herein, the parties expressly agree that this Agreement shall be governed solely
by the laws of the State of Utah, without giving effect to the principles thereof regarding the conflict of laws; provided, however,
that enforcement of Secured Party’s rights and remedies against the Collateral as provided herein will be subject to the UCC. The
provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


8.10.            Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS
WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION.
FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 


8.11.            Purchase
Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions and general
provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions (as
defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


8.12.            Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute
one instrument. Any electronic copy of a party’s executed counterpart will be deemed to be an executed original.


 


8.13.            Further
Assurances. Debtor shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as Secured Party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


8.14.            Time
of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement.


 


[Remainder of page intentionally left blank;
signature page follows]


 






    7


     


    




 


IN WITNESS WHEREOF, Secured
Party and Debtor have caused this Agreement to be executed as of the day and year first above written.


 


	 	SECURED PARTY:
	 	 
	 	Streeterville Capital, LLC
	 	 
	 	By: 	/s/ John M. Fife                             
	 	 	John M. Fife, President
	 	 
	 	DEBTOR:
	 	 
	 	Aridis Pharmaceuticals, Inc.
	 	 
	 	By: 	/s/ Vu Truong
	 	 	Vu Truong, CEO




 


[Signature
Page to Security Agreement]


 






     


     


    

 





SCHEDULE A





TO SECURITY AGREEMENT


 


All right, title, interest,
claims and demands of Debtor in and to MabIgX and all other proprietary rights, and all rights corresponding to MabIgX throughout the
world, now owned and existing or hereafter arising, created or acquired, and all replacements, proceeds, products, and accessions thereof.