EXHIBIT 10.4

Endonovo Therapeutics, inc.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SERIES C SECURED REDEEMABLE PREFERRED STOCK

PURSUANT TO THE

DELAWARE GENERAL CORPORATION LAW

The undersigned hereby certifies that:

1. He is the CEO of Endonovo Therapeutics Inc., a Delaware corporation (the “ Corporation ”).

2. The Corporation is authorized to issue 5,000,000 shares of preferred stock, 5,000 of which have been issued.

3. The following resolutions were duly adopted by the board of directors of the Corporation (the “ Board of Directors ”):

WHEREAS, the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 5,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more series of which 1,050,000 have been designated;

WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of, up to 8,000 shares of the preferred stock which the Corporation has the authority to issue to be designated as “ Series C Secured Redeemable Convertible Preferred Stock” ( the “ Series C Stock ”), as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1 . Definitions . For the purposes hereof, the following terms shall have the following meanings:

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Stock ” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

“ Common Stock Equivalents ” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” means United States generally accepted accounting principles.

“ Holder ” shall have the meaning given such term in Section 2.

“ Liquidation ” shall have the meaning set forth in Section 5.

“ California Courts ” shall have the meaning set forth in Section 7(d).

“ Original Issue Date ” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Preferred Stock ” shall have the meaning set forth in Section 2.

“Pricing Period ” shall mean the five completed trading days immediately prior to any conversion of the Preferred Stock.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Securities ” means the Preferred Stock and the Underlying Shares.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Security Agreement ” means that certain security agreement, by and between the Corporation and the representative of the holder of Series C Stock, dated as of November 30, 2017.

“ Stated Value ” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“ Trading Day ” means a day on which the principal Trading Market is open for business.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“ Transfer Agent ” means Equity Stock Transfer, 237 W 37 ^th St. Suite 602, New York, NY 10018 and any successor transfer agent of the Corporation.

“ Underlying Shares ” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

Section 2 . Designation, Amount and Par Value . The series of preferred stock shall be designated as its Series C Convertible Preferred Stock (the “ Preferred Stock ”) and the number of shares so designated shall be up to 8,000 (which shall not be subject to increase without the written consent of the holders of a majority of the issued and outstanding shares of Preferred Stock (each, a “ Holder ” and collectively, the “ Holders ”). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000.00, subject to adjustment as set forth in Section 3 below (the “ Stated Value ”).

Section 3 . Dividends . Holders of Preferred Stock shall be entitled to receive a dividend of $20.00 per share in arrears on every March 31, June 30, September 30 and December 31 (a total of 8% of Stated Value) payable, at the option of the Corporation in cash or restricted common stock valued at the VWAP for the last 5 Trading Days. If the Holder has held the Preferred Stock for only a portion of the quarter, the dividend shall be pro-rated on a daily basis.

Section 4 . Voting Rights . Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. Notwithstanding the foregoing, the Board of Directors of the Corporation reserves the power and authority to authorize additional shares of Series C Preferred Stock.

Section 5 . Liquidation . Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value ($1,000.00 per share), plus any accrued and unpaid dividends thereon, for each share of Preferred Stock before any distribution or payment shall be made to the holders of the Common Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders of the Series C Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

Section 6 . Redemption

Notice and Procedure Commencing on the date one year from issuance, the Corporation, at its sole option, and provided the conditions (the “ Redemption Conditions ”) set forth below are met, may deliver a notice (the “ Redemption Notice ”) to all Holders whereunder the shares of Series C Stock may be redeemed, at the sole option of the Corporation, in whole and not in part for the Redemption Price The Redemption Price (the “ Redemption Price ”) shall be equal to the Stated Value of the shares of Series C Stock plus all accrued dividends thereon to the Redemption Date.

a)       If the Corporation desires to exercise its right to redeem the Series C Stock it shall send a Redemption Notice to each of the registered Holders, as provided for notices herein, not later than one day after the Redemption Date.

b)       The Redemption Notice shall specify (i) the Redemption Price, (ii) the Redemption Date, (iii) the place where the Series C Stock certificates shall be delivered; and (iv) the Redemption Price to be paid No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Corporation that the Redemption Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

c)       From and after the Redemption Date, the rights of the Holders shall be limited to the receipt of the Redemption Price.

d)       From and after the Redemption Date, the Corporation shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Corporation by or on behalf of the Holder thereof of one or more certificates for C Stock, deliver, or cause to be delivered to or upon the written order of such Holder the Redemption Price specified in the Redemption Notice.

e) In the event the Corporation is unable or fails to give a Redemption Notice by December 31, 2019 the Corporation shall be required to redeem the Series C Stock for its stated value plus accrued but unpaid dividends in cash. Such mandatory redemption obligation shall be secured by a lien on certain of the Corporation’s assets as set forth in a Security Agreement, dated as of December 22,2017 between the Corporation and Frank J. Hariton, Esq. as the representative of the holders of the Series C Stock.

Section 7 . Miscellaneous .

a)        Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Alan Collier, CEO , President and Chief Executive Officer, 6320 Conoga Avenue – 15 ^th Floor, Woodland Hills, California 91367; e-mail address acollier@endonovo.com or such other e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 7. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

b)        Absolute Obligation . Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages and accrued dividends, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c)        Lost or Mutilated Preferred Stock Certificate . If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

d)        Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Orange County, California (the “ California Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the California Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such California Courts, or such California are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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 Certificate of Designation 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 other manner permitted by applicable 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 Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e)        Waiver . Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

f)        Severability . If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

g)        Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h)        Headings . The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

i)        Status of Redeemed Preferred Stock . Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement and the Holders, through their nrepresentative, shall have the rights given them in the Security Agreement, dated as of December 22, 2017 with a valid secured lien on certain assets of the Corporation which shall be subordinate only to the lien granted to Rio Grande Neurosciences, Inc., a Delaware corporation only if there is a shortfall of less than the $4.5 Million required for the purchase of the assets of Rio Grande Neuroscience, Inc.

j)       If any shares of Preferred Stock shall be redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series C Secured Redeemable Preferred Stock.

RESOLVED, FURTHER, that the CEO, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 20 ^th day of December 2017.

EXHIBIT 10.5

SECURITY AGREEMENT

This SECURITY AGREEMENT (the “Agreement”), dated and effective as of the 22 day of December, 2017, is made by Endonovo Therapeutics, Inc. (“Debtor”) having a notice address of 6320 Canoga Avenue, 15th Floor, Woodland Hills, CA 91367 in favor of the persons listed on the Schedule of Secured Parties annexed hereto as amended from time to time acting through Frank J. Hariton, Esq, 1065 Dobbs Ferry Road, White Plains, NY 10607 as their representative (“Secured Party”).

RECITALS

WHEREAS, Debtors and Secured Party have entered into a Subscription Agreement relating to the purchase of securities in the Debtor (the “Subscription Agreement”);

WHEREAS, the Subscription Agreement provided for a security interest to be granted the Secured Parties in the Collateral, defined below to secure Debtors obligations to the holders of its Series C Preferred Stock; and

WHEREAS, Debtor has agreed to secure payment of the obligations described in the Certificate of Designation for the Series C Preferred Stock (the “Designation”) by granting Secured Party a security interest covering the Collateral, as defined below;

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged:

Debtor hereby represents, warrants, covenants, grants and agrees as follows:

AGREEMENT

1. Incorporation of Recitals; Capitalized Terms . The recitals set forth hereinabove are incorporated herein by this reference. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Settlement Agreement. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.

2. Definitions .

(a) “ Collateral ” has the meaning given to that term in Exhibit 1 hereof.

(b) “ Lien ” means any mortgage, deed of trust, lien, pledge, security interest or other charge or encumbrance, of any kind whatsoever, including but not limited to the interest of the lessor or titleholder under any capitalized lease, title retention contract or similar agreement.

(c) “ Obligation ” means Debtor’s redemption obligation under the Designation plus all accrued unpaid dividends, late charges, fees and costs thereon (“Redemption Amount”) together with all advances, extensions, renewals, amendments, modifications, substitutions and changes in form thereof, all advances made by Secured Party to protect the security hereof, together with interest thereon, and all costs and expenses incurred in connection with the collection and enforcement of the foregoing including reasonable attorneys’ fees and expenses.

(d) “ UCC ” means the Uniform Commercial Code as in effect in the State of California from time to time, and any successor legislation adopted thereby.

3. Security Interest .

(a) Security Interest. Debtor hereby assigns and grants to Secured Party a security interest and continuing lien in all of Debtor’s right, title and interest in and to all of the Transferred IP and Assets described in Exhibit 1 to this Agreement (“Exhibit 1”), regardless of where located, including all insurance claims and other rights to payment related to the foregoing, and products of the foregoing and all accessions to, substitutions and replacements for, each of the foregoing (all of the foregoing described property is referred to herein as the “Collateral”). Said lien is subordinate in all respects to the lien granted to Rio Grande Neurosciences, Inc. pursuant to an agreement dated as of November 22, 2017.

(b) Debtor hereby authorizes Secured Party to file appropriate UCC or other financing statements, or other documents to perfect its security interest in the Collateral, together with any and all continuation, amendments and modification filings related thereto and any other filings or recordings Secured Party deems necessary or appropriate with respect to the Collateral and Secured Party’s interest therein. Secured Party shall file Exhibit 1 as its description of the Collateral in any such filing.

(c) The security interest granted to Secured Party hereunder shall secure the Obligation.

4. Debtor’s Representations, Warranties, Covenants and Agreements . Debtor hereby represents and warrants to Secured Party, and covenants and agrees, that:

(a) Debtor is the owner of the Collateral, and no other person or entity other than Rio Grande Neurosciences, Inc. has any right, title, claim or interest in, against or to the Collateral, other than any right, title or claim which may have been granted or otherwise attached by written agreement to the junior lienholders provided such right, title or claim is expressly subordinated in writing to the Obligations and Secured Party’s interest and the identity of the junior lienholders is disclosed to Secured Party at the time such subordinated right, title or claim arises and the junior lienholders acknowledge such subordinated status.

(b) Upon the filing of UCC-l financing statements in the appropriate filing offices, Secured Party has a second priority perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing subordinate only to the lien granted to Rio Grande Neurosciences, Inc..

(c) This Agreement (i) has been duly authorized by all necessary corporate action of Debtor, (ii) has been duly executed by Debtor, and (iii) constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms.

(d) Debtor’s place of business (or, if Debtor has more than one place of business, its principal executive office) is located at 6320 Canoga Avenue, 15th Floor, Woodland Hills, CA 91367. Debtor’s true legal name is as set forth in the preamble to this Agreement. Debtor’s jurisdiction of formation is and has been, as set forth in the preamble to this Agreement. Debtor does not do business under any trade name or fictitious business name. Debtor will notify Secured Party, in writing, within at least thirty (30) days of any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will upon request of Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.

5. Protection of Collateral by Debtor .

(a) Debtor will not, without the prior written consent of Secured Party (which consent shall not be unreasonably withheld), sell, transfer or dispose of any Collateral except for sales of inventory in the ordinary course of Debtor’s business, unless the proceeds of such sale are used to pay down the debt For purposes of this Agreement, granting license or sublicense rights to any intellectual property included in the Collateral shall not be deemed a sale, transfer or disposition of such Collateral, unless the agreement of license or sublicense creates in the licensee or sublicensee rights in the Collateral which are superior to those of the Debtor. Debtor may encumber the Collateral through junior liens subordinated to the senior lien of the Secured Party in accordance with Section 4(a) above. Debtor shall, at its own expense, appear in and defend any and all actions and proceedings which purport to affect title to the Collateral, or any part thereof, or which purport to affect the security interest of Secured Party therein under this Agreement.

(b) Debtor will keep the Collateral current, collected and/or in good condition and repair, and will not misuse, abuse, allow to deteriorate, waste or destroy the Collateral or any part thereof, except for ordinary wear and tear resulting from its normal and expected use in Debtor’s business and will not use or permit any Collateral to be used in violation in any material respect of any applicable law, rule or regulation, or in violation of any policy of insurance covering the Collateral. Secured Party may examine and inspect the Collateral at any reasonable time, upon reasonable notice in advance, wherever located. Provided, however, that if such Collateral comprises or is connected to or surrounded by any trade secret, confidential information or data or other intellectual property right belonging to Debtor, then Secured Party shall sign such Non-Disclosure Agreement as Debtor may reasonably require prior to being granted access thereto. Debtor shall perform, observe, and comply in all material respects with all of the material terms and provisions to be performed, observed or complied with by it under each contract, agreement or obligation relating to the Collateral to the extent that any non-compliance could reasonably be expected to impair the Debtor’s ownership or control of the Collateral.

(c) Debtor, in a timely manner, will execute or otherwise authenticate, or obtain, any document or other record, give any notices, do all other acts, and pay all costs associated with the foregoing, that Secured Party determines is reasonably necessary to protect the Collateral against rights, claims or interests of third parties, or otherwise to preserve the Collateral as security hereunder.

(d) Debtor shall promptly notify Secured Party of any claim against the Collateral adverse to the interest of Secured Party therein not mentioned herein.

(e) Debtor shall promptly pay when due all taxes and other governmental charges, and any Liens and all other charges imposed upon or affecting any Collateral created subsequent to the exercise of the Purchase Option and affecting the Secured Party’s senior lien.

6. Further Acts of Debtor . Debtor shall, at the request of Secured Party, execute or otherwise authenticate and deliver to Secured Party any financing statements, financing statement changes and any and all additional instruments, documents and other records, and Debtor shall perform all actions, that from time to time Secured Party may reasonably deem necessary or desirable to carry into effect the provisions of this Agreement or to establish or maintain a perfected security interest in the Collateral having the priority provided for herein or otherwise to protect Secured Party’s interest in the Collateral.

7. Default; Remedies . Each of the following is an “Event of Default” under this Agreement when continuing ten (10) business days’ after written notice is delivered to Debtor: (i) default shall be made in the payment of the Obligations, when due, and not cured following written notice; (ii) the Debtor shall make an assignment for the benefit of its creditors or shall file or commence or have filed or commenced against it any proceeding for any relief under any bankruptcy or insolvency law or any law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, or a receiver or trustee shall be appointed for the undersigned; (iii) the liquidation, dissolution, merger or consolidation of Debtor (except where provision is made in any such transaction for the Secured Party to be paid any remaining Principal Amount and accrued but unpaid Interest thereon in connection with any such transaction); or (iv) the occurrence of an Event of Default under the Note, THEN, upon the occurrence of any such Event of Default, or upon the Maturity Date, Secured Party at its election, may declare the entire outstanding balance of Principal Amount and accrued but unpaid Interest, late charges, fees and costs thereon immediately due and payable, together with all costs of collection, including reasonable attorneys’ fees, or may exercise upon or enforce its rights in the Collateral, as set forth herein or under applicable law.

(a) If an Event of Default shall occur, then, in each and every such case, Secured Party may at any time thereafter exercise and/or enforce any of the following rights and remedies at Secured Party’s option:

i. Acceleration. The Obligation shall, at Secured Party’s sole option, become immediately due and payable.

ii. Possession and Collection of the Collateral. At its option: (a) take possession or control of, store, lease, operate, manage, sell, or instruct any Agent or Broker to sell or otherwise dispose of, all or any part of the Collateral, subject to prior written notice to any junior lienholders on the Collateral disclosed to Secured Party at the time such junior interest was acquired and a demand for the Secured Party to be paid on any remaining obligations due under the Designation within ten (10) business days and, if paid, for Endonovo to retain the Collateral subject to the interests of those junior lienholders; (b) take any reasonable and lawful action to protect and realize upon its security interest in the Collateral; and (c) in addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by Secured Party under any other provision of this Agreement, under the Note, or as provided by applicable law (including, without limitation, the UCC). Debtor shall, upon Secured Party’s demand, promptly make the Collateral available to Secured Party at a place designated by Secured Party, which place shall be reasonably convenient to both parties. Secured Party shall not be liable for, nor be prejudiced by, any loss, depreciation or other damages to the Collateral, unless caused by Secured Party’s gross negligence or willful or malicious act. Secured Party shall have no duty to take any action to preserve or collect the Collateral.

iii. Any and all remedies. Subject to any applicable notice and cure periods, including any rights of junior lienholders to cure, exercise any or all rights and remedies provided in this Agreement, by the UCC and/or otherwise available at law or in equity.

(b) Secured Party shall also be entitled to immediate possession of all books and records evidencing any Collateral or pertaining to chattel paper covered by this Agreement.

8. Secured Party’s Duties . The powers conferred upon Secured Party by this Agreement are solely to protect its interest in the Collateral and will not impose any duty upon Secured Party to exercise any such powers. Other than all notices expressly called for under the Settlement Agreement, the Note or this Agreement, Secured Party will be under no duty whatsoever to make or give any additional presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any of the Collateral or the Obligation, or to take any steps necessary to preserve any rights against prior parties. Secured Party shall be required to give written notice to any junior lienholders or secured parties against the Collateral disclosed to Secured Party in writing at the time that Debtor grants such interests of any event of default and potential action against the Collateral, as may be required by applicable law. Secured Party will not be liable for failure to collect or realize upon any or all of the Secured Indebtedness or Collateral, or for any delay in so doing, nor will Secured Party be under any duty to take any action whatsoever with regard thereto.

9. Continuing Agreement . This is a continuing agreement and the grant of a security interest hereunder will remain in full force and effect and all the rights, powers and remedies of Secured Party hereunder will continue to exist until all indebtedness owing by Debtor to Secured Party has been paid in full. Once such indebtedness has been paid in full, the Secured Party shall promptly execute and, if applicable, file all such documents or instruments, and take all such other actions as the Debtor may reasonably request in order to evidence that no lien or security interest continues to exist favor of Secured Party. And, if requested to do so upon the Debtor’s entry into any transaction in which the Secured Party is to be repaid in full as part of any such transaction, the Secured Party shall cooperate in good faith with the Debtor to provide to any other party or parties to such transaction such information, and to execute any such documents or instruments, as may be reasonably requested by the Debtor or any such third party in connection with the consummation of such transaction. In such event, the Debtor shall provide to the Secured Party such non-confidential information concerning such transaction, and such evidence of the payment of proceeds to the Secured Party upon the consummation thereof, as the Secured Party may request.

10. Preservation of Liability . Neither this Agreement nor the exercise by Secured Party of (or the failure to so exercise) any right, power or remedy conferred herein or by law will be construed as relieving any person liable on the Obligation from liability on the Obligation and for any deficiency thereon.

11. Insurance . Debtor does not intend to maintain any insurance coverage for the Collateral, but shall cooperate with Secured Party to obtain coverage at Secured Party’s sole discretion.

12. No Implied Waivers . No delay or omission on the part of Secured Party in exercising any right or remedy created by, connected with or provided for in this Agreement or arising from any default by Debtor or by any other person or entity the performance of whose obligations is secured hereby, shall be construed as or be deemed to be an acquiescence in or a waiver of such default or a waiver of or limitation upon the right of Secured Party to exercise, at any time and from time to time thereafter, any right or remedy under this Agreement, provided that until such time as the Secured Party shall have exercised any right in connection with any default under this Agreement, the Debtor shall be entitled to cure such default as provided for herein and the Secured Party may not, thereafter, exercise any rights against such prior cured default. No waiver of any breach of any of the covenants or conditions in this Agreement shall be deemed to be a waiver of or acquiescence in or consent to any previous or subsequent breach of the same or any other covenant or condition.

13. Entire Agreement . This Agreement, together with each of the Note and Settlement Agreement, contains the entire understanding and agreement of Debtor and Secured Party with respect to the subject matter hereof. No modification, amendment or waiver of any provision of this Agreement nor consent to any departure by the Debtor therefrom will be effective unless made in a writing signed by both parties (provided, however, that a unilateral waiver or consent given by the Secured Party does not have to be signed by the Debtor), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given as recited therein. No notice to or demand on the Debtor in any case will entitle the Debtor to any other or further notice or demand in connection with the same case, similar or other circumstance. No provision of this Agreement or right of Secured Party hereunder can be waived, nor shall Debtor be released from its obligations hereunder, except by a writing duly executed by Secured Party.

14. Assignment/Transfer of Indebtedness . The Secured Party may at any time assign this Agreement and the Note in whole or in part, without the prior written consent of the Debtor, in its sole and absolute discretion. Upon a transfer by Secured Party of all or any portion of the indebtedness secured hereby, Secured Party may transfer therewith all or any portion of the security interest created hereunder, but Secured Party shall retain all of its rights hereunder with respect to any part of such indebtedness and any part of its security interest hereunder not so transferred. Debtor cannot assign or transfer any rights or obligations under this Agreement or in the Collateral to any third party without the prior written consent of Secured Party. Any transfer by Debtor without Secured Party’s consent shall be an additional Event of Default hereunder.

15. Successors and Assigns . The covenants and agreements herein contained by or on behalf of Debtor will bind Debtor, and Debtor’s legal representatives, successors and assigns and will inure to the benefit of Secured Party and Secured Party’s successors and assigns.

16. Term; Binding Effect . This Agreement shall be and remain in full force and effect until the Obligation has been fully performed and paid. Upon expiration and payment or conversion in full of the Obligation, this Agreement shall automatically terminate and Debtor shall be permitted to file or cause Secured Party to file one or more UCC termination statements with respect to the Collateral. Each of the provisions hereof shall be binding upon Debtor and its legal representatives, successors and assigns and shall insure to the benefit of Secured Party and its legal representatives, successors and assigns.

17. Rules of Construction . Terms used in the singular shall apply to the plural, and vice versa, as the context requires; likewise masculine, feminine and neuter genders shall be interchangeable as the context requires. The use of the disjunctive term “or” does not imply an exclusion of the conjunctive, i.e., “or” shall have the same meaning as the expression “and/or.” “Including” shall not be limiting. Headings and section titles are for convenience of reference only and are not substantive parts of this Agreement, and shall not be given effect in construing the provisions of this Agreement. Each reference to the Note shall mean the Note as from time to time extended, modified, renewed, restated, reaffirmed, supplemented or amended.

18. Invalidity and Severability . If any provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof, the remainder of this Agreement, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

19. Power of Attorney . Debtor appoints Secured Party and any officer thereof as Debtor’s attorney in fact with full power in Debtor’s name and behalf to do every act which Debtor is obligated to do or may be required to do hereunder; however, nothing in this paragraph shall be construed to obligate Secured Party to take any action hereunder nor shall Secured Party be liable to Debtor for failure to take any action hereunder. This appointment shall be deemed a power coupled with an interest and shall not be terminable as long as the Obligation is outstanding and shall not terminate on the disability or incompetence of Debtor.

20. Counterparts; Facsimiles and Electronic Scans . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. A facsimile or electronic scan of an original signature shall be deemed for all purposes to be an original signature on the document so transmitted.

21. Governing Law and Jurisdiction . This Agreement shall be deemed to be executed and delivered in the State of California. Each of Debtor and Secured Party: (i) agrees that this Agreement shall be construed according to and governed by the laws of the State of California, without regard to principles of conflicts of law (except to the extent governed by the UCC); (ii) consents to personal jurisdiction in the State of California in the state and United States courts in the City of Los Angeles, California; and (iii) consents to venue in the City of Los Angeles, California, for all actions and proceedings with respect to this Agreement and the Note, and waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this section.

IN WITNESS WHEREOF, the undersigned have executed this Security Agreement as of the day and year first hereinabove written.

Note, Exhibit 1 and Schedule A and B are the same as in Exhibit 10.3 to this Report.

EXHIBIT 1

(Description of Collateral)

SCHEDULE “A”

(List of Patents)

SCHEDULE “B”

(License)

Schedule of Secured Parties