Exhibit 10.3


 


SECURITY
AGREEMENT


 


SECURITY
AGREEMENT (this “Agreement”), dated as of August 9, 2022, by and between FINGERMOTION,
INC., a Delaware corporation (the “Company”) and LIND GLOBAL FUND II LP (the “Secured
Party”).


 


WHEREAS,
the Company (a) and the Secured Party have entered into that certain Securities Purchase Agreement dated as of the date hereof (as amended
and in effect from time to time, the “SPA”) and (b) issued to the Secured Party that certain Senior Secured Convertible
Promissory Note dated as of the date hereof (as amended and in effect from time to time, the “Note”); and


 


WHEREAS,
it is a condition precedent to the Secured Party agreeing to make loans or otherwise extend credit to the Company under the SPA and the
Note that the Company execute and deliver to the Secured Party a security agreement in substantially the form hereof; and


 


WHEREAS,
the Company wishes to grant security interests in favor of the Secured Party as herein provided;


 


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


 


1.
Definitions.
All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the SPA. All terms defined
in the Uniform Commercial Code of the State (as hereinafter defined) and used herein shall have the same definitions herein as specified
therein, however, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of
the Uniform Commercial Code of the State, the term has the meaning specified in Article 9, and the following terms shall have the following
meanings:


 


“Event
of Default” means the occurrence of any “Event of Default” under and as defined in each of the SPA and the Note,
or the failure of the Company to comply with any term or covenant of any Transaction Document (including this Agreement) to which it
is a party.


 


“Guarantors”
means, collectively, each subsidiary of the Company which provides a guarantee of all or any portion of the Obligations of the Company
to the Secured Party, including, without limitation, subsidiaries.


 


“Lien”
means any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, lien (statutory or otherwise), encumbrance,
conditional sale agreement, capital lease, financing lease, deposit arrangement, title retention agreement, and any other agreement,
trust or arrangement that in substantial substance secures payment or performance of an obligation.


 


“Obligations”
means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured
or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Company or any Guarantor
to the Secured Party in any currency, under, in connection with or pursuant to the any Transaction Document (including, without limitation,
this Agreement), and whether incurred by the Company or any Guarantor alone or jointly with another or others and whether as principal,
guarantor or surety and in whatever name or style and (b) all expenses, costs and charges incurred by or on behalf of the Secured Party
in connection with any Transaction Document (including this Agreement) or the Collateral, including all legal fees, court costs, receiver’s
or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition,
realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking, defending or participating
in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with the Secured Party’s
interest in any Collateral, whether or not directly relating to the enforcement of this Agreement or any other Transaction Document.


 






     


     


    

“Permitted
Lien” means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for taxes,
fees, assessments and other governmental charges or levies) in respect of any amount (i) which is not at the time overdue or (ii) which
may be overdue but the validity of which is being contested at the time in good faith by appropriate proceedings, in each case so long
as the holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies with respect to such Lien; and (b)
Liens which are permitted in writing by the Secured Party in its sole and absolute discretion.


 


“State”
means the State of New York.


 


“Transaction
Documents” has the meaning given in the SPA, provided that, for purposes of this Agreement such term shall not include the
Warrant.


 


2.
Grant of Security Interest.


 


2.1.
Grant; Collateral Description. The Company hereby grants to the Secured Party, to secure the payment and performance in full
of all of the Obligations, a security interest in and pledges and assigns to the Secured Party the following properties, assets and rights
of the Company, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the
same being hereinafter called the “Collateral”): all personal and fixture property of every kind and nature including
all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents (whether tangible
or electronic), accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts,
letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other
investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds,
and all general intangibles (including all payment intangibles).


 


2.2.
Commercial Tort Claims. The Secured Party acknowledges that the attachment of its security interest in any commercial tort
claim as original collateral is subject to the Company’s compliance with §4.7.


 


3.
Authorization to File Financing Statements.
The Company hereby irrevocably authorizes the Secured Party at any time and from time to time to file in the proper filing office in
any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i)
as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls
within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser
scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of
the State or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including
whether the Company is an organization, the type of organization and any organizational identification number issued to the Company.
The Company agrees to furnish any such information to the Secured Party promptly upon the Secured Party’s reasonable request.


 






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4.
Other Actions.
Further to insure the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s
security interest in the Collateral, the Company agrees, in each case at the Company’s expense, to take the following actions with
respect to the following Collateral and without limitation on the Company’s other obligations contained in this Agreement:


 


4.1.
Promissory Notes and Tangible Chattel Paper. If the Company shall, now or at any time hereafter, hold or acquire any
promissory notes or tangible chattel paper with an aggregate value for all such promissory notes or tangible chattel paper in excess
of $50,000, the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of
transfer or assignment duly executed in blank as the Secured Party may from time to time specify.


 


4.2.
Deposit Accounts. For each deposit account that the Company, now or at any time hereafter, opens or maintains the Company
shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the
Secured Party, either (a) cause the depositary bank to agree to comply without further consent of the Company, at any time with instructions
from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such deposit account,
or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the deposit account, with the Company
being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such deposit account. The Secured
Party agrees with the Company that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the
Company, unless an Event of Default has occurred and is continuing, or, if effect were given to any withdrawal not otherwise permitted
by the Transaction Documents, would occur. The provisions of this paragraph shall not apply to any deposit accounts specially and exclusively
used (i) for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company’s salaried
employees, (ii) as custodian, trust, fiduciary or other escrow account for the benefit of a third party which is permitted under the
Transaction Documents, and (iii) as petty cash accounts that collectively have an average daily balance at any time of less than $25,000.


 


4.3.
Investment Property. If the Company shall, now or at any time hereafter, hold or acquire any certificated securities,
the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or
assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now or hereafter acquired by
the Company are uncertificated and are issued to the Company or its nominee directly by the issuer thereof, the Company shall promptly
(but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant
to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to agree to comply without
further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, or (b) arrange
for the Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or
other investment property now or hereafter acquired by the Company are held by the Company or its nominee through a securities intermediary
or commodity intermediary, the Company shall promptly (but in any event within five Business Days) notify the Secured Party thereof and,
at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured
Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case
without further consent of the Company or such nominee, at any time with entitlement orders or other instructions from the Secured Party
to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed
on account of any commodity contract as directed by the Secured Party to such commodity intermediary, or (ii) in the case of financial
assets or other investment property held through a securities intermediary, arrange for the Secured Party to become the entitlement holder
with respect to such investment property, with the Company being permitted, only with the consent of the Secured Party, to exercise rights
to withdraw or otherwise deal with such investment property. The Secured Party agrees with the Company that the Secured Party shall not
give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary,
and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Company, unless an Event of Default has
occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Transaction
Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for
which the Secured Party is the securities intermediary.


 






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4.4.
Collateral in the Possession of a Bailee. If any Collateral with an aggregate value in excess of $100,000 is, now or
at any time hereafter, in the possession of a bailee, the Company shall promptly notify the Secured Party thereof and, at the Secured
Party’s reasonable request and option, shall promptly obtain an acknowledgement from the bailee, in form and substance reasonably
satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and such bailee’s
agreement to comply, without further consent of the Company, at any time with instructions of the Secured Party as to such Collateral.


 


4.5.
Electronic Chattel Paper, Electronic Documents and Transferable Records. If the Company, now or at any time hereafter, holds
or acquires an interest in any Collateral that is electronic chattel paper, any electronic document or any “transferable record,”
as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the
Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Company shall promptly notify the Secured Party thereof
and, at the request and option of the Secured Party, shall take such action as the Secured Party may reasonably request to vest in the
Secured Party control, under §9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic
chattel paper, control, under §7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic
document or control, under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be,
§16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Secured Party
agrees with the Company that the Secured Party will arrange, pursuant to procedures satisfactory to the Secured Party and so long as
such procedures will not result in the Secured Party’s loss of control, for the Company to make alterations to the electronic chattel
paper, electronic document or transferable record permitted under UCC §9-105, UCC §7-106, or, as the case may be, Section 201
of the federal Electronic Signatures in Global and National Commerce Act or §16 of the Uniform Electronic Transactions Act for a
party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking
into account any action by the Company with respect to such electronic chattel paper, electronic document or transferable record. The
provisions of this §4.5 relating to electronic documents and “control” under UCC §7-106 apply in the event that
the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by
the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become
effective in the State or in any other relevant jurisdiction.


 






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4.6.
Letter-of-Credit Rights. If the Company is, now or at any time hereafter, a beneficiary under a letter of credit with a stated
amount in excess of $25,000, or if the Company is a beneficiary under letters of credit not assigned to the Secured Party with an aggregate
stated amount in excess of $50,000, the Company shall promptly notify the Secured Party thereof and, at the request and option of the
Secured Party, the Company shall, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either
(a) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Secured Party of the proceeds
of the letter of credit or (b) arrange for the Secured Party to become the transferee beneficiary of the letter of credit.


 


4.7.
Commercial Tort Claims. If the Company shall, now or at any time hereafter, 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 reasonably satisfactory to the Secured Party.


 


4.8.
Other Actions as to any and all Collateral. The Company further agrees, upon the request of the Secured Party and at the Secured
Party’s option, to take any and all other actions as the Secured Party may determine to be necessary or useful for the attachment,
perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any
and all of the Collateral, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating
thereto under the Uniform Commercial Code of any relevant jurisdiction, to the extent, if any, that the Company’s signature thereon
is required therefor, (b) causing the Secured Party’s name to be noted as secured party on any certificate of title for a titled
good if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured
Party’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United
States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of
the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (d) obtaining governmental and other third
party waivers, consents and approvals, in form and substance reasonably satisfactory to the Secured Party, including any consent of any
licensor, lessor or other Person obligated on Collateral, (e) at any time following and during the continuance of an Event of Default,
obtaining waivers from mortgagees and landlords of the Company’s primary place of business, in form and substance reasonably satisfactory
to the Secured Party and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as
reasonably determined by the Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including
any foreign jurisdiction.


 


5.
Representations and Warranties Concerning
a Company’s Legal Status. The Company
has, on the date hereof, delivered to the Secured Party a certificate signed by the Company and entitled “Perfection Certificate”
(the “Perfection Certificate”). The Company represents and warrants to the Secured Party as follows: as of the date
hereof (a) the Company’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (b)
the Company is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate, (c) the Perfection
Certificate accurately sets forth the Company’s organizational identification number or accurately states that the Company has
none, (d) the Perfection Certificate accurately sets forth the Company’s place of business or, if more than one, its chief executive
office, as well as the Company’s mailing address, if different, (e) all other information set forth on the Perfection Certificate
pertaining to the Company is accurate and complete, and (f) there has been no material change in any of such information since the date
on which the Perfection Certificate was signed by the Company.


 






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6.
Covenants Concerning Company’s Legal
Status. The Company covenants with the Secured
Party as follows: (a) without providing at least ten days prior written notice to the Secured Party, the Company will not change its
name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number
if it has one, (b) if the Company does not have an organizational identification number and later obtains one, the Company will forthwith
notify the Secured Party of such organizational identification number, and (c) without providing at least ten days prior written notice
to the Secured Party, the Company will not change its type of organization, jurisdiction of organization or other legal structure.


 


7.
Representations and Warranties Concerning
Collateral, Etc. The Company further represents
and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral,
free from any right or claim of any Person or any adverse lien, except for the security interest created by this Agreement and the Permitted
Liens, (b) none of the account debtors or other Persons obligated on any of the Collateral is a governmental authority covered by the
Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the Company holds
no commercial tort claim except as indicated on the Company’s Perfection Certificate, (d) all other information set forth on the
Company’s Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been no material change
in any of such information since the date on which the Company’s Perfection Certificate was signed by the Company.


 


8.
Covenants Concerning Collateral, Etc.
The Company further covenants with the Secured Party as follows: (a) other than inventory sold in the ordinary course of business consistent
with past practices, the Collateral, to the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations
listed on the Perfection Certificate and the Company will not remove the Collateral from such locations, without providing at least ten
Business Days prior written notice to the Secured Party, (b) except for the security interest herein granted, the Company shall be the
owner of or have other rights in the Collateral free from any right or claim of any other Person or any Lien (other than Permitted Liens),
and the Company shall defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein
adverse to the Secured Party, (c) other than in favor of the Secured Party or with respect to any Permitted Lien, the Company shall not
pledge, mortgage or create, or suffer to exist any right of any Person in or claim by any Person to the Collateral, or any Lien in the
Collateral in favor of any Person, or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any
other relevant jurisdiction or otherwise) by a security agreement in favor of any Person as secured party, (d) the Company will permit
the Secured Party, or its designee, upon advance written notice to the Company, to inspect the Collateral during normal business hours,
wherever located, (e) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral
or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, and (f) the Company
will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein except for, so
long as no Event of Default has occurred and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive
licenses in the ordinary course of business, and the sale of inventory in the ordinary course of business consistent with past practices.


 






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9.
Collateral Protection Expenses; Preservation
of Collateral.


 


9.1.
Expenses Incurred by Secured Party. In the Secured Party’s discretion, the Secured Party may discharge taxes and other
encumbrances at any time levied or placed on any of the Collateral, and pay any necessary filing fees or insurance premiums, in each
case if the Company fails to do so. The Company agrees to reimburse the Secured Party on demand for all expenditures so made. The Secured
Party shall have no obligation to the Company to make any such expenditures, nor shall the making thereof be construed as a waiver or
cure of any Event of Default.


 


9.2.
Secured Party’s Obligations and Duties. Anything herein to the contrary notwithstanding, the Company shall remain obligated
and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Company thereunder. The Secured
Party shall not 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 of any payment relating to any of the Collateral, nor shall the 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 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 may be entitled at
any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral
in its possession, under §9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral
in the same manner as the Secured Party deals with similar property for its own account.


 


10.
Securities and Deposits.
The Secured Party may at any time following and during the continuance of a payment default or an Event of Default, at its option,
transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional
Collateral or apply it to the Obligations. Whether or not any Obligations are due, the Secured Party may, following and during the continuance
of a payment default or an Event of Default demand, sue for, collect, or make any settlement or compromise which it deems desirable with
respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Obligations, any deposits or other
sums at any time credited by or due from the Secured Party to the Company may at any time be applied to or set off against any of the
Obligations then due and owing.


 


11.
Notification to Account Debtors and Other
Persons Obligated on Collateral. If an Event
of Default shall have occurred and be continuing:


 


(a)
the Company shall, at the request and option of the Secured Party, notify account debtors and other Persons obligated on any of the Collateral
of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that
payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured
Party’s agent therefor;


 


(b)
the Secured Party may itself, without notice to or demand upon the Company, so notify account debtors and other Persons obligated on
Collateral;


 


(c)
after the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of accounts,
chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Secured Party, for the
benefit of the Secured Party, without commingling the same with other funds of the Company and shall turn the same over to the Secured
Party in the identical form received, together with any necessary endorsements or assignments; and


 


(d)
the Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral
and received by the Secured Party to the payment of the Obligations, such proceeds to be immediately credited after final payment in
cash or other immediately available funds of the items giving rise to them.


 






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12.
Power of Attorney.


 


12.1.
Appointment and Powers of Secured Party. The Company hereby irrevocably constitutes and appoints the Secured Party and any
officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority
in the place and stead of the Company or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish
the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right,
on behalf of the Company, without notice to or assent by the Company, to do the following:


 


(a)
upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect
to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the
State or any other relevant jurisdiction and as fully and completely as though the Secured Party were the absolute owner thereof for
all purposes, and to do, at the Company’s expense, at any time, or from time to time, all acts and things which the Secured Party
deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein,
in order to effect the intent of this Agreement, all no less fully and effectively as the Company might do, including (i) upon written
notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured
Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) the execution, delivery
and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments
of conveyance or transfer with respect to such Collateral; and


 


(b)
to the extent that the Company’s authorization given in §3 is not sufficient, to file such financing statements with respect
hereto, with or without the Company’s signature, or a photocopy of this Agreement in substitution for a financing statement, as
the Secured Party may deem appropriate and to execute in the Company’s name such financing statements and amendments thereto and
continuation statements which may require the Company’s signature.


 


12.2.
Ratification by Company. To the extent permitted by law, the Company hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.


 


12.3.
No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect the interests of the Secured
Party in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. The Secured Party shall be
accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its
officers, directors, employees or agents shall be responsible to the Company for any act or failure to act, except for the Secured Party’s
own gross negligence or willful misconduct.


 






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13.
Rights and Remedies.


 


13.1.
General. If an Event of Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand
upon the Company, shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies,
the rights and remedies of a secured party under the Uniform Commercial Code of the State or any other relevant jurisdiction and any
additional rights and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including the
right to take possession of the Collateral, and for that purpose the Secured Party may, so far as the Company can give authority therefor,
enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion
require the Company to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Company’s
principal office(s) or at such other locations as the Secured Party may reasonably designate. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Company
at least ten (10) Business Days prior written notice of the time and place of any public sale of Collateral or of the time after which
any private sale or any other intended disposition is to be made. The Company hereby acknowledges that ten (10) Business Days prior written
notice of such sale or sales shall be reasonable notice. 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 its right following
an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.


 


14.
Standards for Exercising Rights and Remedies.
To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Company
acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed
significant by the Secured Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process
into finished goods or other finished products 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 on or any adverse claims against Collateral, (d) to exercise collection remedies
against account debtors and other Persons obligated on the Collateral directly or through the use of collection agencies and other collection
specialists, (e) to advertise dispositions of the 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 the Company, 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 the Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of the 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 the Secured Party against risks of loss, collection or disposition
of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l)
to the extent deemed appropriate by the Secured Party, to obtain the services of brokers, investment bankers, consultants and other professionals
to assist the Secured Party in the collection or disposition of any of the Collateral. The Company acknowledges that the purpose of this
§14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s
duties under the Uniform Commercial Code of the State or any other relevant jurisdiction in the Secured Party’s exercise of remedies
against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely
on account of not being indicated in this §14. Without limitation upon the foregoing, nothing contained in this §14 shall be
construed to grant any rights to the Company or to impose any duties on the Secured Party that would not have been granted or imposed
by this Agreement or by applicable law in the absence of this §14.


 






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15.
No Waiver by Secured Party, etc.
The Secured Party shall not be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral unless
such waiver shall be in writing and signed by the Secured Party. No delay or omission on the part of the Secured Party in exercising
any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of the Secured Party with
respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and
may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Secured Party deems expedient.


 


16.
Suretyship Waivers by Company.
The Company waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to
both the Obligations and the Collateral, the Company assents to any extension or postponement of the time of payment or any other indulgence,
to any substitution, exchange or release of or failure to perfect any security interest in any such Collateral, to the addition or release
of any party or Person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising
or adjusting of any thereof, all in such manner and at such time or times as the Secured Party may deem advisable. The Secured Party
shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior
parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in §9.2. The Company
further waives any and all other suretyship defenses.


 


17.
Marshaling.
The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral)
for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of
payment in any particular order, and all of the rights and remedies of the Secured Party hereunder and of the Secured Party in respect
of such collateral security 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, the Company hereby agrees that it will not invoke any law relating to the marshaling
of collateral which might cause delay in or impede the enforcement of the 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, the Company
hereby irrevocably waives the benefits of all such laws.


 


18.
Proceeds of Dispositions; Expenses.
The Company shall pay to the Secured Party on demand any and all documented expenses, including reasonable attorneys’ fees and
disbursements, actually incurred or paid by the Secured Party in protecting or preserving the Secured Party’s rights and remedies
under or in respect of any of the Obligations or any of the Collateral and any such expenses actually incurred in releasing any security
interest granted hereunder and, in addition, the Company shall pay to the Secured Party on demand any and all documented expenses, including
reasonable attorneys’ fees and disbursements, actually incurred or paid by the Secured Party in enforcing the Secured Party’s
rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the
residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually received in cash, be applied
to the payment of the Obligations in such order or preference as is provided in the SPA, proper allowance and provision being made for
any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments
required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Company.
In the absence of final payment and satisfaction in full of all of the Obligations, the Company shall remain liable for any deficiency.


 






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19.
Overdue Amounts.
Until paid, all amounts due and payable by the Company hereunder shall be a debt secured by the Collateral and shall bear, whether before
or after judgment, interest at the rate of interest for overdue principal set forth in the Transaction Documents.


 


20.
Governing Law; Consent to Jurisdiction.
This Agreement IS A contract UNDER the laws of the state of NEW YORK and shall for all purposes
be construed in accordance with and governed by the laws of SAID state of NEW YORK. The Company and THE SECURED PARTY EACH agree that
any suit for the enforcement of this agreement or any other action brought by SUCH PERSON arising hereunder or in any way related to
this agreement SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN OR ANY FEDERAL COURT
SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH
PERSON BY MAIL AT THE ADDRESS SPECIFIED ON THE SIGNATURE PAGE OF EACH PARTY HERETO. the Company
and THE SECURED PARTY EACH hereby waive any objection that it may now or hereafter have to the venue of any suit BROUGHT IN the state
of new york or any court SITTING THEREIN or that A suit BROUGHT THEREIN is brought in an inconvenient court.


 


21.
Waiver of Jury Trial.
THE COMPANY AND THE SECURED PARTY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS.
Except as prohibited by law, the Company and the Secured Party each waives any right which it may have to claim or recover in any litigation
referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition
to, actual damages. The Company (a) certifies that neither the Secured Party nor any representative, agent or attorney of the Secured
Party has represented, expressly or otherwise, that the Secured Party would not, in the event of litigation, seek to enforce the foregoing
waivers or other waivers contained in this Agreement and (b) acknowledges that, in entering into this Agreement and any other Transaction
Document to which the Secured Party is a party, the Secured Party is relying upon, among other things, the waivers and certifications
contained in this §21.


 


22.
Notices.
All notices, requests and other communications hereunder shall be made in the manner set forth in the SPA.


 


23.
Miscellaneous.
The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement
and all rights and obligations hereunder shall be binding upon the Company and its successors and assigns, and shall inure to the benefit
of the Secured Party and its successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable
as if such invalid, illegal or unenforceable term had not been included herein. The Company acknowledges receipt of a copy of this Agreement.


 






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24.
Release of Collateral. Upon
a sale, transfer or other disposition of any Collateral permitted by the Transaction Documents, such Collateral shall automatically be
released from the Liens created hereby, and all rights to such Collateral shall automatically revert to the Company; and Secured Party,
at the required and sole expense of the Company, shall promptly execute and deliver to the Company all releases or other documents reasonably
necessary or desirable for the release of the Liens created hereby on such Collateral. Secured Party agrees that upon payment in full
of all Obligations (other than contingent obligations not due and owing) and the termination of any applicable commitments pursuant to
the terms of the Transaction Documents, the security interests granted hereby shall, subject to the Secured Party’s rights of reinstatement
set forth in any Transaction Documents, automatically terminate and all rights to the Collateral shall automatically revert to the Company
without further action from any Person. Secured Party further agrees that upon any time following such termination of the security interests
or release of any Collateral, Secured Party shall, at the expense of the Company, execute and deliver to the Company such documents as
the Loan Parties shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as
the case may be.


 


25.
Termination.
Upon indefeasible payment in cash and satisfaction in full of the Obligations (other than contingent obligations not due and owing) and
termination of all commitments relating thereto, Secured Party shall reassign, redeliver and release (or cause to be so reassigned, redelivered
and released), without recourse upon or warranty by Secured Party, and at the sole expense of the Company, to the Company, against receipt
therefor, such of the Collateral (if any) as shall not have been sold or otherwise applied by Secured Party pursuant to the terms hereof
and not theretofore reassigned, redelivered and released to the Company, together with appropriate instruments of reassignment and release.


 


[Signature
pages to follow]


 









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IN
WITNESS WHEREOF, intending to be legally bound, the Company has caused this Agreement to be duly executed as of the date first above
written.


 


	 	FINGERMOTION, INC.
	 	 	 
	 	By:	/s/
Martin J. Shen 
	 	Title: CEO


 


Accepted:


 


LIND
GLOBAL FUND II LP

By: Lind Global Partners II LLC, its general partner 


 


		By:	/s/
Jeff Easton	 



Title:
Jeff Easton, Managing Member


 






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