EXHIBIT 10.1

NEITHER THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) NO SALE OR DISPOSITION MAY BE EFFECTED OF THIS NOTE OR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF EXCEPT (I) OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE ACT, (II) UNDER AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SALE OR DISPOSITION (III) OR PURSUANT AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SALE OR DISPOSITION IS NOT REQUIRED UNDER THE ACT.

ENOCHIAN BIOSCIENCES INC.

FORM OF AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

For value received, ENOCHIAN BIOSCIENCES INC., a Delaware corporation (the “Company”), promises to pay to PASECO APS (“Holder”), or its registered assigns, in lawful money of the United States of America the principal sum of SIX HUNDRED THOUSAND DOLLARS (US$600,000) (the “Principal”), or such lesser amount as shall equal the outstanding principal amount hereof, due and payable on the date and in the manner set forth below.

WHEREAS, the Company originally issued to the Holder a convertible promissory note, Identification Number A-[1/2], in the original principal amount of $600,000 issued on February 6, 2020 (the “Original Note”). The Company and the Holder hereby agree to amend and restate the Original Note as follows.

The following is a statement of the rights of the Holder and the condition to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

1.              Repayment; Interest.

(a)           All payments of Principal and accrued and unpaid Interest (as defined below) shall be in lawful money of the United States of America (except as set forth in Section 1(b) below). The outstanding Principal amount of the Note shall be due and payable on February 28, 2024 (the “Maturity Date”). Unless this Note has been previously converted in full in accordance with the terms of Section 2 or prepaid in full in accordance with the terms of Section 3, the entire outstanding of balance Principal and all accrued and unpaid Interest (as defined below) shall become fully due and payable on the Maturity Date.

(b)           Interest on this Note shall commence accruing on the Effective Date at twelve percent (12%) per annum, which shall be computed on the basis of twelve 30-day months, shall compound monthly on the final day of each calendar month (the “Compound Date”) based upon the Principal and all accrued and unpaid Interest outstanding as of such Compound Date (such amounts accrued and outstanding as of a given date, the “Interest”).

(c)           All Interest accrued and unpaid prior to the Effective Date and all Interest due and payable from the Issuance to the Maturity Date shall be payable by the Company in-kind on the Effective Date in fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), valued at $1.03 per share of Common Stock, which was the closing sale price of the Common Stock on the Nasdaq Capital Market on the Effective Date. For the avoidance of doubt, the Interest paid under this Section 4 shall be 99,219 shares of Common Stock.

2.             Conversion. The Company shall provide a notice to the Holder not less than 10 days prior to the anticipated date of the consummation of a public offering or private placement (a “Qualified Offering”) of Common Stock or securities convertible into Common Stock (“New Securities”). Upon consummation of a Qualified Offering, the then outstanding principal balance of this Note, along with any unpaid accrued interest and all other amounts, costs, expenses and liquidated damages due in respect of this Note may be converted on the closing date of such Qualified Offering, at the election of the Holder, into such New Securities at the price per New Security being paid by the investors in such Qualified Offering.

3.             Prepayment. The Company may prepay any unpaid Principal and Interest outstanding this Note prior to the Maturity Date without the prior written consent of the Holder. Any such prepayment under this Section 3 shall be credited first to unpaid Interest, and second to Principal.

4.             Security Agreement. This Note is secured by all assets of the Company pursuant to that certain Security Agreement (as amended, restated or otherwise modified from time to time, the “Security Agreement”) dated December 30, 2022 made in favor of the Holder among the Company and the Holder.

5.             Default. If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under Subsections 5(e) or 5(f)), this Note shall accelerate and all Principal shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a)           The Company fails to pay timely any of the Interest due under this Note on any Interest Payment Date, provided that such Event of Default is not cured within thirty (30) days after the Company receives written notice thereof from the Holder (the “Cure Period”);

(b)           The Company fails to pay timely pay any and all amounts owed under this Note on the Maturity Date, provided that such Event of Default is not cured within the Cure Period;

(c)           The Company shall default in its performance of any covenant under the Note, provided that such Event of Default is not cured within the Cure Period;

(d)           The Company shall default in its performance of any of its payment obligations under that certain senior promissory note in the original principal amount of $5,000,000 issued to the Holder on March 30, 2020, as amended, provided that such default is not cured within thirty (30) days after the Company receives written notice thereof from the Holder;

(e)           The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

(f)            An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within sixty (60) days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company.

6.             Cancellation. After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

7.             Waiver. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

8.             Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware, as applied to agreements among Delaware residents, made and to be performed entirely within the State of Delaware, without giving effect to conflicts of laws principles.

9.             Arbitration. Any disputes, claims, or controversies arising out of or relating to this Agreement or the Notes, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules” ), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance “strike and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State of New York any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be borne equally by each Party, except each Party shall pay its own attorneys’ fees. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered as soon as reasonably possibly and in any case within sixty (60) days’ following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE NOTES OR ANY TRANSACTION CONTEMPLATED HEREBY.

10.           Modification; Waiver. Any provision of this Note may be amended or waived upon the written consent of the Company and the Holder.

11.           No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder of the Company.

12.           Assignment. This Note may be assigned or transferred by the Holder only upon his surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company, which such assignment or transfer shall be in compliance by the transferee with applicable federal and state securities laws regarding such transfer to the satisfaction of the Company, including Regulation S under the Securities Act. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like Principal amount and interest shall be issued to, and registered in the name of, the transferee. The Company may not assign its obligations under this Note without consent of the Holder. The rights and obligations of the Company and Holder shall be binding upon and benefit any persons who are the successors, assigns, heirs, administrators and transferees of the parties.

13.           Severability. If any provision of this Note shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Note in that jurisdiction or the validity or enforceability of any provision of this Note in any other jurisdiction.

14.           Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: i) upon receipt, when delivered personally; ii) upon receipt, when sent by email; or iii) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and email addresses for such communications shall be:

If to the Company:

               Enochian BioSciences Inc.

9480 NE 2nd Avenue, #73

Miami, FL 33138

Phone: (305) 918-1980

E-mail: lpuche@enochianbio.com

Attention: Luisa Puche

with a copy to:                     K&L Gates LLP

200 South Biscayne Boulevard

Suite 3900

Miami, FL 33131

Facsimile: (305) 359-3306

E-mail: clayton.parker@klgates.com

Attention: Clayton E. Parker, Esq.

                              If to the Holder:

                              [ ]

** signature page follows **

The Company has caused this Note to be issued effective as of the date first written above.

**signature page to the Convertible Promissory Note **

EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________ Interest and Principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the Conversion of the Note as set forth below, of ENOCHIAN BIOSCIENCES INC., a Delaware corporation (the “Company”) according to the conditions of the convertible promissory note of the Company dated as of ____________ ___ (the “Note”), as of the date written below. No fee will be charged to the Holder for any Conversion:

Box Checked as to applicable instructions:

[ ]            The undersigned hereby requests that the Company issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

ENOCHIAN BIOSCIENCES INC.

Date of Conversion:

Applicable Conversion Price:                                     $

Number of Shares of Common Stock to be Issued
Pursuant to Conversion of the Note:

Amount of Principal and Interest Balance Due remaining
Under the Note after this Conversion:               $

The Company hereby (a) acknowledges this Notice of Conversion, (b) certifies that the above indicated number of shares of Common Stock are eligible to be resold by the Holder pursuant to (i) Regulation S under the Securities Act, (ii) an effective registration statement or (iii) an opinion of counsel acceptable to the Company (c) hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company

EXHIBIT 10.2

AMENDMENT NO. 3

TO

PROMISSORY NOTE

This Amendment No. 3 to Promissory Note (this “Amendment”), dated as of December 30, 2022 (the “Effective Date”), is entered into by and between ENOCHIAN BIOSCIENCES, INC., a Delaware corporation (the “Company”), and PASECO APS (the “Holder”).

RECITALS

WHEREAS, the Company issued to the Holder that certain Promissory Note in the principal amount of $5,000,000, dated March 30, 2020 (the “Original Note”);

WHEREAS, Section 7(a) of the Original Note provides that the Original Note and any provision therein may be amended by the written agreement of the Company and the Holder; and

WHEREAS, Amendment No. 1 to Promissory Note the Company and the Holder amended the Original Note to extend the maturity of the Original Note until November 30, 2022.

WHEREAS, Amendment No. 2 to Promissory Note the Company and the Holder amended the Original Note to extend the maturity of the Original Note until November 30, 2023 and to revise the interest rate.

WHEREAS, the Company and the Holder desire to secure the Company’s obligations under the Original Note as set forth below.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree as follows:

“Security Agreement. This Note is secured by all assets of the Maker pursuant to that certain Security Agreement (as amended, restated or otherwise modified from time to time, the “Security Agreement”) dated December 30, 2022 made in favor of the Payee among the Maker and the Payee.”

** Signature Page Follows **

IN WITNESS WHEREOF, the Company and the Holder have made and executed this Amendment effective as of the Effective Date.

EXHIBIT 10.3

SECURITY AGREEMENT

This Security Agreement, effective as of December 30, 2022 (the “Agreement”) is made by and among Enochian BioSciences Inc., a corporation duly organized and validly existing under the laws of Delaware (the “Company”) and Paseco Aps, a limited company organized under the Kingdom of Denmark (the “Secured Party”).

WHEREAS, on February 6, 2020 the Secured Party provided funding to the Company in an aggregate principal amount of $1,200,000.00 in exchange for two promissory notes in the form attached hereto as Exhibit A, as amended and restated (the ”February Notes”), and such February Notes, as amended and restated, grant a first priority security interest in certain assets of the Company.

WHEREAS, on March 30, 2020 the Secured Party provided funding to the Company in an aggregate principal amount of $5,000,000.00 in exchange for a promissory note in the form attached hereto as Exhibit B, as amended (the ”March Note”, and together with the February Notes, the “Notes”), and such March Note, as amended, grants a first priority security interest in certain assets of the Company.

NOW THEREFORE, in order to induce the Secured Party to extend the maturity dates on the Notes, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company has agreed to pledge and grant a continuing security interest in the Collateral (as hereinafter defined) as security for the Secured Obligations (as hereinafter defined). Accordingly, the parties hereto agree as follows:

Section 1.             Definitions. Each capitalized term used herein and not otherwise defined shall have the meaning assigned to such term in the Note. In addition, as used herein:

“Collateral” shall have the meaning ascribed thereto in Section 3 hereof.

“Event of Default” shall have the meaning ascribed thereto in Section 5 of the February Notes, as amended and restated, and as set forth in Section 6 of the March Note, as amended.

“Secured Obligations” shall mean, collectively, the principal of and interest on the Notes issued or issuable (as applicable) by the Company and held by the Secured Party, and all other amounts from time to time owing to the Secured Party by the Company under this Agreement and the Notes.

“Secured Party” shall have the meaning defined in the preamble to this Agreement; provided, that such term also shall include, as to the benefits, rights and obligations herein, the successors and assigns of any Secured Party.

“Subsidiary” or “Subsidiaries” of the Company shall mean any entity whose equity interests are owned entirely by the Company.

“Transaction Agreements” shall mean this Agreement, the Note and all ancillary documents referred to in those agreements, and each of those agreements as may be amended.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State of Delaware from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to the Secured Party’ lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Delaware, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

Section 2.              Representations and Warranties of the Company. The Company hereby represents, warrants, and covenants that: (a) the Company owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Company has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Security Agreement and (d) this Security Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is first priority.

Section 3.            Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Company hereby acknowledges, agrees and confirms that (i) the Secured Party shall continue to have a security interest in and lien upon and, (ii) to the extent not otherwise previously granted to the Secured Party, Company hereby pledges, grants, assigns, hypothecates and transfers to the Secured Party as hereinafter provided, a first priority security interest in and lien upon all of the Company’s wholly-owned assets, whether now existing or hereafter from time to time arising or acquired, and including those set forth on Annex 1 (all of the foregoing being collectively referred to herein as “Collateral”).

Section 4.             Further Assurances; Remedies. In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, the Company hereby agrees with the Secured Party as follows:

4.01         Delivery and Other Perfection. The Company shall:

4.02        Other Financing Statements and Liens. Without the prior written consent of the Secured Party, the Company shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Secured Party is not named as the sole secured party.

4.03         Events of Default, etc. Upon the occurrence and during the continuation of an Event of Default, the Secured Party may exercise any or all of the following rights and remedies:

Security Agreement

The proceeds of each collection, sale or other disposition under this Section 4.03, shall be applied in accordance with Section 4.06 hereof.

4.04         Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 4.03 hereof are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Company shall remain liable for any deficiency.

Security Agreement

4.05         Removals, etc. Without at least thirty (30) days’ prior written notice to the Secured Party or unless otherwise required by law, the Company shall not (i) maintain any of its books or records with respect to the Collateral at any office or maintain its chief executive office or its principal place of business at any place, or permit any Collateral to be located anywhere other than at 10619 Painter Ave., Santa Fe Springs, CA 90670 or LA BioSpace 1927 Rancho Paseo Castilla, Los Angeles, CA 90032 or in transit from one of such locations to another; or (ii) change its corporate name, or the name under which it does business, from the name shown on the signature page hereto.

4.06         Application of Proceeds. Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Secured Party under this Section 4, shall be applied by the Secured Party:

First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Secured Party and the fees and expenses of its agents and counsel, and all expenses, and advances made or incurred by the Secured Party in connection therewith;

Next, to the payment in full of the Secured Obligations in each case equally and ratably in accordance with the respective amounts thereof then due and owing to the Secured Party; and

Finally, to the payment to the Company, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.

As used in this Section 4, “proceeds” of Collateral shall mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment of debt of the Company or any issuer of or obligor on any of the Collateral.

4.07         Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Secured Party while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, the Secured Party is hereby appointed the attorney-in-fact of the Company for the purpose of carrying out the provisions of this Section 4 and taking any action and executing any instruments which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Secured Party shall be entitled under this Section 4 to make collections in respect of the Collateral, the Secured Party shall have the right and power to receive, endorse and collect all checks made payable to the order of the Company representing any dividend, payment, or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

4.08         Perfection. Prior to or concurrently with the execution and delivery of this Agreement, the Company shall file such financing statements and other documents in such offices as may be necessary (including any such offices as the Secured Party may request) to perfect or maintain the security interests granted by Section 3 of this Agreement; and without limiting the Company’s obligations with respect to perfection of the security interests, the Company hereby authorizes the Secured Party to file all such financing statements and other documents (and ratifies any previously filed financing statements and other documents filed by the Secured Party).

4.09         Termination. When all Secured Obligations shall have been paid in full under the Note, this Agreement shall terminate, and the Secured Party shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Company. The Secured Party shall also execute and deliver to the Company upon such termination such Uniform Commercial Code termination statements and such other documentation as shall be reasonably requested by the Company, at the Company’s expense, to effect the termination and release of the liens on the Collateral.

Security Agreement

4.10         Expenses. The Company agrees to pay to the Secured Party all out-of-pocket expenses (including reasonable expenses for legal services of every kind) of, or incident to, the enforcement of any of the provisions of this Section 4, or performance by the Secured Party of any obligations of the Company in respect of the Collateral which the Company has failed or refused to perform upon reasonable notice, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Secured Party in respect thereof, by litigation or otherwise, including expenses of insurance, and all such expenses shall be Secured Obligations to the Secured Party secured under Section 3 hereof.

4.11        Further Assurances. The Company agrees that, from time to time upon the written request of the Secured Party, the Company will execute and deliver such further documents and do such other acts and things as the Secured Party may reasonably request in order fully to effect the purposes of this Agreement.

Section 5.              Miscellaneous.

5.01         No Waiver. No failure on the part of the Secured Party or any of its agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Secured Party or any of its agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

5.02        Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

5.03         Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable international courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, or email (upon confirmation of receipt), addressed as set forth below or to such other address as such party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email (upon confirmation of receipt), or (ii) on the second business day following the date of mailing by reputable international courier service. The addresses for such communications shall be for (i) the Company at 9480 NE 2nd Avenue, #73 Miami, FL 33138, Telephone: (305) 918-1980, and (ii) the Secured Party at [●]. Any party hereto may from time to time change its address or facsimile number for notices under this Section by written notice to the other parties.

5.04         Waivers, etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by the Company and the Secured Party. Any such amendment or waiver shall be binding upon the Secured Party and the Company.

5.05         Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company and the Secured Party (provided, however, that the Company shall not assign or transfer its rights hereunder without the prior written consent of the Secured Party.

Security Agreement

5.06         Counterparts; Execution; Additional Secured Party. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof. In the event additional Secured Parties become holders of the Note, such Secured Party will become a party to this Agreement by signing a counterpart to this Agreement in a form reasonably acceptable to the Secured Party, all of which together shall be considered one and the same instrument. The Company shall provide a copy of each counterpart to this Agreement executed by a Secured Party to the Secured Party.

5.07         Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Party in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

5.08         Entire Agreement. This Agreement and the other Transaction Agreements contains the entire agreement and understanding by and between the parties hereto with respect to the subject matter hereof and their resulting obligations to each other, as herein described; and it amends, restates and supersedes all prior agreements and understandings between the parties to this Agreement relating to the subject matter hereof. No change or modification of this Agreement shall be valid or binding unless the same is in writing and signed by the party intended to be so bound. No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced. Moreover, no valid waiver of any provision of this Agreement, at any time, shall be deemed to be a waiver of any other provision of this Agreement at such time, or shall be deemed to be a valid waiver of such provision at any other time.

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Security Agreement

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

Security Agreement

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