Exhibit
10.27


 


SECURITY
AGREEMENT


 


SECURITY
AGREEMENT, dated as of April 11, 2022 (this “Agreement”), between Jupiter Neurosciences, Inc., a Delaware corporation
(the “Company” or the “Debtor” and collectively with any other Debtor from time to time hereunder,
the “Debtors”) and the holders of the Company’s 10% Senior Secured Notes due April 11, 2023 in aggregate principal
amount of $1,111,111.11 (the “Notes”), signatory hereto, its endorsees, transferees and assigns (individually referred
to as, the “Secured Party” and collectively referred to as, the “Secured Parties”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Notes, the Secured Party agreed to extend the loan to the Company evidenced by the Notes;


 


WHEREAS,
in order to induce the Secured Party to extend the loan evidenced by the Notes, each Debtor has agreed to execute and deliver to the
Secured Party this Agreement and to grant the Secured Party a perfected security interest in all of the property of the Debtors to secure
the prompt payment, performance and discharge in full of all of the Debtors’ obligations under the Note and the other Transaction
Documents and the documents entered into in connection therewith;


 


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:


 


Section
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 Debtor, 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, any or all of
    the Pledged Securities (as defined below):


 





	 	(i)	All
    goods, including, without limitations, (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 in connection with
    any Debtor’s businesses and all improvements thereto; and (B) all inventory;





 




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	 	(ii)	All
    contract rights and other general intangibles, including, without limitation, all partnership interests, stock or other securities,
    rights under any of the Organizational Documents, agreements related to the Pledged Securities, licenses, distribution and other
    agreements, computer software (whether “off-the-shelf”, licensed from any third party or developed by any Debtor), computer
    software development rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks,
    service marks, trade styles, trade names, patents, patent applications, copyrights, Intellectual Property, 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 or other litigation claims of any Debtor of any type, including against parties covered by directors’
    and officers’ insurance of any Debtor;
	 	 	 
	 	(vi)	All
    deposit accounts and all cash (whether or not deposited in such deposit accounts);
	 	 	 
	 	(vii)	All
    investment property;
	 	 	 
	 	(viii)	All
    supporting obligations;
	 	 	 
	 	(ix)	All
    files, records, books of account, business papers, and computer programs;
	 	 	 
	 	(x)	All
    accounts receivable; and
	 	 	 
	 	(xi)	the
    products and proceeds of all of the foregoing Collateral set forth in Section 1(a)(i) through Section 1(a)(x).


 




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


 


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


 


	 	(b)	“Intellectual
    Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether
    arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights arising
    under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and
    whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
    without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all 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.


 




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	 	(c)	“Necessary
    Endorsement” shall mean undated stock powers endorsed in blank or other proper instruments of assignment duly executed
    and such other instruments or documents as the Secured Parties may reasonably request.
	 	 	 
	 	(d)	“Obligations”
    means all of the Debtors’ obligations under this Agreement, the other Transaction Documents 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 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 Notes and the loans extended pursuant thereto; (ii) any
    and all other fees, indemnities, costs, obligations and liabilities of the Debtor from time to time under or in connection with this
    Agreement, the other Transaction Documents 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 any Debtor.
	 	 	 
	 	(e)	“Organizational
    Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as a certificate of
    incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates
    of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor
    (such as bylaws, a partnership agreement or an operating, limited liability or members’ agreement).
	 	 	 
	 	(f)	“UCC”
    means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states which has jurisdiction
    with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that
    defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed
    in its broadest sense. Accordingly, if there are, from time to time, changes to defined terms in the UCC that broaden the definitions,
    they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones shall
    be controlling.


 


Section
2. Grant of Perfected Security Interest. As an inducement for the Secured Party to extend the loan as evidenced by the Note and
to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Debtor
hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a continuing and perfected first priority
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 (the “Security Interest”).


 




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Section
3. Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or
cause to be delivered to the Secured Party (a) any and all certificates and other instruments representing or evidencing the Pledged
Securities, and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case,
together with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to the Secured Party,
or have previously delivered to the Secured Party a true and correct copy of each Organizational Document governing any of the Pledged
Securities.


 


Section
4. Representations, Warranties, Covenants and Agreements of the Debtors. Each Debtor represents and warrants to, and covenants
and agrees with, the Secured Party as follows:


 


	 	(a)	Each
    Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
    and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement and
    the filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action
    is required by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal, valid and
    binding obligation of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may
    be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting
    the rights and remedies of creditors and by general principles of equity.
	 	 	 
	 	(b)	The
    Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily
    at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule
    A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property
    where such Collateral is located, and there exist no mortgages or other liens on any such real property. Except as disclosed on Schedule
    A, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.
	 	 	 
	 	(c)	Except
    as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral, free and clear of any liens,
    security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest. Except as set forth
    on Schedule B, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing
    statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in
    favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall
    be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing
    statement or other document or instrument (except to the extent filed or recorded as of the date hereof or in favor of the Secured
    Party pursuant to the terms of this Agreement).


 




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	 	(d)	No
    written claim has been received that any Collateral or Debtor’s use of any Collateral violates the rights of any third party.
    There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in
    any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding
    involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative
    or regulatory agency, arbitrator or other governmental authority.
	 	 	 
	 	(e)	Each
    Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
    and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and
    records or tangible Collateral 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 Interest to create in favor of the Secured Party a valid, perfected and continuing perfected lien in the Collateral.
	 	 	 
	 	(f)	This
    Agreement creates in favor of the Secured Party a valid, first security interest in the Collateral, 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 and requisite Intellectual Property
    filings shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in
    the immediately following paragraph and the making of the requisite Intellectual Property filings, no action is necessary to create,
    perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing
    of said financing statements and Intellectual Property filings, no consent of any third parties and no authorization, approval or
    other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution,
    delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral
    or (iii) the enforcement of the rights of the Secured Parties hereunder.
	 	 	 
	 	(g)	Each
    Debtor hereby authorizes the Secured Parties, or any of them, to file one or more financing statements under the UCC, with respect
    to the Security Interest and to make the requisite Intellectual Property filings with the proper filing and recording agencies in
    any jurisdiction deemed proper by them.


 




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	 	(h)	The
    execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
    Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law,
    rule or regulation applicable to any Debtor or (ii) conflict with, or constitute a default (or an event that with notice or lapse
    of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
    (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s
    debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound
    or affected. No consent (including, without limitation, from stockholders or creditors of any Debtor) is required for any Debtor
    to enter into and perform its obligations hereunder.
	 	 	 
	 	(i)	The
    capital stock and other equity interests or member interests listed on Schedule H hereto represent all of the capital stock
    and other equity of the Company and its Subsidiaries, and represents all capital stock and other equity interests owned, directly
    or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and nonassessable, the Company is the
    legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for
    the security interests created by this Agreement.
	 	 	 
	 	(j)	The
    ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
    Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not
    held in a securities account or by any financial intermediary.
	 	 	 
	 	(k)	Each
    Debtor shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens
    and security interests in the Collateral in favor of the Secured Parties until this Agreement and the Security Interest hereunder
    shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same against the claims of any and all
    persons and entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured Party. At the request
    of the Secured Party, each Debtor will sign and deliver to the Secured Party at any time or from time to time one or more financing
    statements pursuant to the UCC and the requisite Intellectual Property filings 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, each Debtor
    shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and each Debtor
    shall obtain and furnish to the 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 applicable Security Interest hereunder.
	 	 	 
	 	(l)	No
    Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior
    written consent of the Secured Party.


 




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	 	(m)	Each
    Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order (ordinary
    wear and tear excepted) and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded
    from insurance coverage.
	 	 	 
	 	(n)	Each
    Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage
    of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly
    situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent
    for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Debtor shall
    cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Secured
    Party that (a) the Secured Party will be named as lender loss payee and additional insured under each such insurance policy; (b)
    if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify
    the Secured Party and such cancellation or change shall not be effective as to the Secured Party for at least thirty (30) days after
    receipt by the Secured Party of such notice, unless the effect of such change is to extend or increase coverage under the policy;
    and (c) the Secured Party will have the right (but no obligation) at its election to remedy any default in the payment of premiums
    within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Note) exists and if
    the proceeds arising out of any claim or series of related claims do not exceed $50,000, loss payments in each instance will be applied
    by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably
    feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable
    Debtor, provided, however, that payments received by any Debtor after an Event of Default occurs and is continuing or in excess of
    $50,000 for any occurrence or series of related occurrences shall be paid to the Secured Party and, if received by such Debtor, shall
    be held in trust for and immediately paid over to the Secured Party unless otherwise directed in writing by the Secured Party. Copies
    of such policies or the related certificates, in each case, naming the Secured Party as lender loss payee and additional insured
    shall be delivered to the Secured Party at least annually and at the time any new policy of insurance is issued.
	 	 	 
	 	(o)	Each
    Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party in sufficient detail, of any material
    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 therein.


 




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	 	(p)	Each
    Debtor 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 Parties may from
    time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral
    including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to (i) each
    Debtor’s Intellectual Property (“Intellectual Property Security Agreement”) and (ii) Accounts (“Account
    Control Agreement”), in which the Secured Party have been granted a security interest hereunder, substantially in a form acceptable
    to the Secured Parties, which Intellectual Property Security Agreement and Account Control Agreement, other than as stated therein,
    shall be subject to all of the terms and conditions hereof.
	 	 	 
	 	(q)	Each
    Debtor shall permit the Secured Party and their representatives and agents to, inspect the Collateral at any time during normal business
    hours and upon reasonable notice, and to make copies of records pertaining to the Collateral as may be requested by a Secured Party
    from time to time.
	 	 	 
	 	(r)	Each
    Debtor 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.
	 	 	 
	 	(s)	Each
    Debtor 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 such Debtor that may materially affect
    the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.
	 	 	 
	 	(t)	All
    information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of any Debtor with respect to the Collateral
    is accurate and complete in all material respects as of the date furnished.
	 	 	 
	 	(u)	The
    Debtors 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.
	 	 	 
	 	(v)	No
    Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has
    one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written
    notice to the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements
    or fixture filings necessary to perfect and continue perfected the perfected security Interest granted and evidenced by this Agreement.
	 	 	 
	 	(w)	No
    Debtor may consign any of its Inventory or sell any of its Inventory on bill and hold, sale or return, sale on approval, or other
    conditional terms of sale without the consent of a Majority in Interest which shall not be unreasonably withheld, except to the extent
    such consignment or sale does not exceed 15% of the total value of all of the Debtor’s finished goods in Inventory.
	 	 	 
	 	(x)	No
    Debtor may 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, such Debtor provides any financing statements or fixture
    filings necessary to perfect and continue perfected the perfected security Interest granted and evidenced by this Agreement.


 




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	 	(y)	Each
    Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in the first
    paragraph of this Agreement. Schedule D attached hereto sets forth each Debtor’s organizational identification number
    or, if any Debtor does not have one, states that one does not exist.
	 	 	 
	 	(z)	(i)
    The actual name of each Debtor is the name set forth in the preamble above; (ii) no Debtor has any trade names except as set forth
    on Schedule E attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or as set forth on
    Schedule E for the preceding five years; and (iv) no entity has merged into any Debtor or been acquired by any Debtor within the
    past five years except as set forth on Schedule E.
	 	 	 
	 	(aa)	At
    any time 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 applicable Debtor shall deliver such
    Collateral to the Secured Party.
	 	 	 
	 	(bb)	Each
    Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of the Secured Party regarding
    the Pledged Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section
    8-106 (or any successor section) of the UCC. Further, each Debtor agrees that it shall not enter into a similar agreement (or one
    that would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity.
	 	 	 
	 	(cc)	Each
    Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Secured Party, or, if such delivery
    is not possible, then to cause such tangible chattel paper to contain a legend noting that it is to the security interest created
    by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the
    underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).
	 	 	 
	 	(dd)	If
    there is any investment property or deposit account included as Collateral that can be perfected by “control” through
    an account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each
    case satisfactory to the Secured Party, to be entered into and delivered to the Secured Party.
	 	 	 
	 	(ee)	To
    the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying
    letter of credit to consent to an assignment of the proceeds thereof to the Secured Party.
	 	 	 
	 	(ff)	To
    the extent that any Collateral is in the possession of any third party, the applicable Debtor 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.


 




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	 	(gg)	If
    any Debtor shall at any time hold or acquire a commercial tort or other claim, such Debtor shall promptly notify the Secured Party
    in a writing signed by such Debtor 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.
	 	 	 
	 	(hh)	Each
    Debtor 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 Interest 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 their 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 Interest in such accounts and
    proceeds thereof.
	 	 	 
	 	(ii)	Each
    Debtor shall cause each subsidiary of such Debtor to immediately become a party hereto (an “Additional Debtor”), by executing
    and delivering an Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof
    applicable to the Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to
    all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements
    shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions,
    good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation
    as the Secured Party may reasonably request. Upon delivery of the foregoing to the Secured Party, the Additional Debtor shall be
    and become a party to this Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to
    the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants
    set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtors”
    shall be deemed to include each Additional Debtor.
	 	 	 
	 	(jj)	Each
    Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Notes.


 




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	 	(kk)	Each
    Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each
    issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Party on the
    books of such issuer. Further, except with respect to certificated securities delivered to the Secured Party, the applicable Debtor
    shall deliver to the Secured Party an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of
    the relevant UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Security, which acknowledgement
    shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by the Secured Party
    during the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Security into the
    name of any designee of the Secured Party, will take such steps as may be necessary to effect the transfer, and will comply with
    all other instructions of the Secured Party regarding such Pledged Securities without the further consent of the applicable Debtor.
	 	 	 
	 	(ll)	In
    the event that, upon an occurrence of an Event of Default, the Secured Party shall sell all or any of the Pledged Securities to another
    party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities, each
    Debtor shall, to the extent applicable: (i) deliver to the Secured Party or the Transferee, as the case may be, the articles of incorporation,
    bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness,
    books of account, financial records and all other Organizational Documents and records of the Debtors and their direct and indirect
    subsidiaries; (ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtors
    and their direct and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required
    by any governmental or regulatory body in order to permit the sale of the Pledged Securities to the Transferee or the purchase or
    retention of the Pledged Securities by the Secured Party and allow the Transferee or the Secured Party to continue the business of
    the Debtors and their direct and indirect subsidiaries.
	 	 	 
	 	(mm)	Without
    limiting the generality of the other obligations of the Debtors hereunder, each Debtor 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 Parties notice whenever it acquires (whether absolutely or by
    license) or creates any additional material Intellectual Property.
	 	 	 
	 	(nn)	Each
    Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments
    and documents, and take all such further action as may be 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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	 	(oo)	Schedule
    F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights, and domain
    names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any Debtor for the use
    of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks of the Debtors
    have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors have been duly
    recorded at the United States Copyright Office.
	 	 	 
	 	(pp)	Except
    as set forth on Schedule G attached hereto, none of the account debtors or other persons or entities obligated on any of the Collateral
    is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute or rule
    in respect of such Collateral.


 


Section
5. Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership
interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon
the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the
issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of the
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 any Debtor is subject or to which any Debtor is party.


 


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


 


	 	(a)	The
    occurrence of an Event of Default (as defined in the Notes) under the Notes;
	 	 	 
	 	(b)	Any
    representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;
	 	 	 
	 	(c)	The
    failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of notice
    of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame
    and such Debtor is using best efforts to cure same in a timely fashion; or
	 	 	 
	 	(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 any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having
    jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any
    Debtor has any liability or obligation purported to be created under this Agreement.


 




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Section
7. Duty To Hold In Trust.


 


	 	(a)	Upon
    the occurrence of any Event of Default and at any time thereafter, each Debtor shall, upon receipt of any revenue, income, dividend,
    interest or other sums subject to the Security Interest, whether payable pursuant to the Notes or otherwise, or of any check, draft,
    note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party
    and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party.
	 	 	 
	 	(b)	If
    any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
    of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants, rights
    or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification
    or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect
    subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such Pledged
    Securities or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Party; (ii) hold the same in trust
    on behalf of and for the benefit of the Secured Party; and (iii) to deliver any and all certificates or instruments evidencing the
    same to the Secured Party on or before the close of business on the fifth business day following the receipt thereof by such Debtor,
    in the exact form received together with the Necessary Endorsements, to be held by the Secured Party subject to the terms of this
    Agreement as Collateral.


 


Section
8. Rights and Remedies Upon Default.


 


	 	(a)	Upon
    the occurrence of any Event of Default and at any time thereafter, the Secured Party, acting through any agent appointed by them
    for such purpose, shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party
    shall have all the rights and remedies of a secured party under the UCC. Without limitation, 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 each Debtor shall
    assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether
    at such Debtor’s premises or elsewhere, and make available to the Secured Party, without rent, all of such Debtor’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.
	 	 	 
	 	(ii)	Upon
    notice to the Debtors by the Secured Party, all rights of each Debtor to exercise the voting and other consensual rights which it
    would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise
    be authorized to receive and retain, shall cease. Upon such notice, the Secured Party shall have the right to receive any interest,
    cash dividends or other payments on the Collateral and, at the option oft, to exercise in such the Secured Party’s discretion
    all voting rights pertaining thereto. Without limiting the generality of the foregoing, the 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 owners thereof, including,
    without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger,
    reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any
    of its direct or indirect subsidiaries.


 




    		Page 14 of 26	 



     


    

 


		(iii)	The
                                            Secured Party shall have the right to operate the business of each Debtor using the Collateral
                                            and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or
                                            any part of the Collateral, at public or private sale or otherwise, either with or without
                                            special conditions or stipulations, for cash or on credit or for future delivery, in such
                                            parcel or parcels and at such time or times and at such place or places, and upon such terms
                                            and conditions as 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 any Debtor or right of redemption of a Debtor, which are hereby expressly
                                            waived. Upon each such sale, lease, assignment or other transfer of Collateral, 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 any Debtor, 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 and to enforce the Debtors’ rights against such account debtors and obligors.
	 	 	 
	 	(v)	The
    Secured Party may (but are 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 or their designee.
	 	 	 
	 	(vi)	The
    Secured Party may (but are not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the
    United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or any purchaser
    of any Collateral.


 


	 	(b)	The
    Secured Party may 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 Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights
    that it may have to a judicial hearing in advance of the enforcement of any of the 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.


 




    		Page 15 of 26	 



     


    

 


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


 


Section
9. Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder 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 their rights hereunder and in connection with collecting, storing and disposing of the Collateral,
and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured
Party shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the
proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtors will be liable for the
deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default
Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted
by applicable law, each Debtor 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.


 


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


 




    		Page 16 of 26	 



     


    

 


Section
11. Costs and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection
with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements,
partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party.
The Debtors shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice, imperil
or otherwise affect the Collateral or the Security Interest therein. The Debtors 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 agents, which
the 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 Notes, the other Transaction Documents and the other documents entered into in connection therewith. Until so
paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default Rate.


 


Section
12. Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and
the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral
or its unavailability for any reason. Without limiting the generality of the foregoing, (a) no Secured Party (i) has any duty (either
before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral,
or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated and liable
under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. No 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
any Secured Party of any payment relating to any of the Collateral, nor shall the any Secured Party be obligated in any manner to perform
any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency
of any payment received by 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 any Secured Party may be entitled at any time or times.


 




    		Page 17 of 26	 



     


    

 


Section
13. Security Interest Absolute. All rights of the Secured Party and all obligations of the Debtors hereunder, shall be absolute
and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered
into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance
of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from
the Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or non-perfection of any of
the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, 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 a Debtor, or a discharge of all or any part of the Security Interest
granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even
if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy.
Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the
event that at any time any transfer of any Collateral or any payment received by the Secured 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,
each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any
prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance
with the terms and provisions hereof. Each Debtor waives all right to require the Secured Party to proceed against any other person or
entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy.
Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.


 


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


 


Section
15. Power of Attorney; Further Assurances.


 


	 	(a)	Each
    Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party and its respective officers,
    agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power,
    in the name of the various Secured Party or such Debtor, 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 Debtors, at any time, or from time to time, to execute and deliver any and all documents
    and instruments and to do all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral
    and the Security Interest granted therein in order to effect the intent of this Agreement and the Notes and the other Transaction
    Documents all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall
    lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for
    the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein
    shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements
    to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence
    and during the continuance of an Event of Default, 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.


 




    		Page 18 of 26	 



     


    

 


	 	(b)	On
    a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing
    and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached
    hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested
    by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this
    Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the
    Collateral under the UCC.
	 	 	 
	 	(c)	Each
    Debtor hereby irrevocably appoints the Secured Party as such Debtor’s attorney-in-fact, with full authority in the place and
    instead of such Debtor and in the name of such Debtor, from time to time in the 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 such Debtor where permitted by law, which financing statements may (but need not)
    describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies
    all such actions taken by the 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.


 


Section
16. Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the
Purchase Agreement (as such term is defined in the Note).


 


Section
17. Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by
the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the 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.


 




    		Page 19 of 26	 



     


    

 


Section
18. Miscellaneous.


 


	 	(a)	No
    course of dealing between the Debtors 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 Notes shall operate as a waiver thereof; nor shall any
    single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof
    or the exercise of any other right, power or privilege.
	 	 	 
	 	(b)	All
    of the rights and remedies of the 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 constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede
    all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement, no
    provision of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement and
    signed by the Debtor and the Secured Party.
	 	 	 
	 	(d)	In
    the event any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason,
    unless such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such
    invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable.
    If, notwithstanding the foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction,
    such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without
    invalidating the remaining portion of such provision or the other provisions of this Agreement and without affecting the validity
    or enforceability of such provision or the other provisions of this Agreement in any other jurisdiction.
	 	 	 
	 	(e)	No
    waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the party
    giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same
    or similar nature or otherwise.
	 	 	 
	 	(f)	This
    Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.
	 	 	 
	 	(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.


 




    		Page 20 of 26	 



     


    

 


	 	(h)	All
    questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
    and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
    thereof. Each Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
    by this Agreement and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
    partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New
    York, Borough of Manhattan. Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
    sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
    with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding,
    any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto
    hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy
    thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
    for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
    thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
    Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury
    in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall
    commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed
    by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation
    and prosecution of such proceeding.
	 	 	 
	 	(i)	This
    Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
    of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile 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)	All
    Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Party hereunder.
	 	 	 
	 	(k)	Each
    Debtor shall indemnify, reimburse and hold harmless the Secured Party and their respective partners, members, shareholders, officers,
    directors, employees and agents (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. This indemnification provision is in addition to, and not in limitation of, any other
    indemnification provision in the Notes, the Purchase Agreement (as such term is defined in the Notes) or any other agreement, instrument
    or other document executed or delivered in connection herewith or therewith.


 




    		Page 21 of 26	 



     


    

 


	 	(l)	Nothing
    in this Agreement shall be construed to subject any Secured Party to liability as a partner in any Debtor or any if its direct or
    indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that is a
    limited liability company, nor any Secured Party be deemed to have assumed any obligations under any partnership agreement or limited
    liability company agreement, as applicable, of any such Debtor or any if its direct or indirect subsidiaries or otherwise, unless
    and until any such Secured Party exercises its right to be substituted for such Debtor as a partner or member, as applicable, pursuant
    hereto.
	 	 	 
	 	(m)	To
    the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,
    approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance
    with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive any such
    noncompliance with the terms of said documents.


 


[SIGNATURE
PAGES FOLLOW]


 




    		Page 22 of 26	 



     


    

 


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


 


	Jupiter
    Neurosciences, Inc.	 
	 	 
	By:
    	/s/
    Christer Rosén	 
	Name:
    	Christer
    Rosén 	 
	Title:
    	CEO
    	 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    		Page 23 of 26	 



     


    

 


[SIGNATURE
PAGE OF HOLDER]


 


Name
of Investing Entity: PURITAN PARTNERS LLC


 


	Signature
    of Authorized Signatory of Investing entity: 	/s/
    Richard Smithline


 


Name
of Authorized Signatory: Richard Smithline


 


Title
of Authorized Signatory: Managing Member


 




    		Page 24 of 26	 



     


    

 


ANNEX
A to


 


SECURITY
AGREEMENT


 


FORM
OF ADDITIONAL DEBTOR JOINDER


 


Security
Agreement dated as of April 11, 2022 made by Jupiter Neurosciences, Inc. (“Jupiter”), and the Purchasers party thereto from
time to time, as Debtors to and in favor of the Secured Parties identified therein (the “Security Agreement”)


 


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


 


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


 


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


 


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


 


[Signatures
appear on following page]


 




    		Page 25 of 26	 



     


    

 


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


 





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


 


Dated:


 






    		Page 26 of 26