FIRST AMENDMENT TO SECURITY AGREEMENT

Exhibit 10.4

EXECUTION VERSION

FIRST AMENDMENT TO SECURITY AGREEMENT

This FIRST AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is dated effective as of November 17, 2023 (the “Amendment Effective Date”), by and between ABVC BioPharma, Inc., a Nevada corporation (the “Company”) and Xxxx Global Fund II LP (“Xxxx” and together with the Company, the “Parties”).

RECITALS

WHEREAS, the Company and Xxxx entered into and executed that certain Security Agreement, dated as of February 23, 2023 (such Security Agreement, together with all amendments, modifications, substitutions, or replacements thereof, collectively referred to as the “Security Agreement”), pursuant to which the Company granted a security interest in its assets to secure the obligations of the Company in respect of that certain Promissory Note in the principal amount of $3,704,167 (the “Original Note”), issued by the Company to Xxxx pursuant to the terms of that certain Securities Purchase Agreement, dated as of February 23, 2023 (the “February 2023 Purchase Agreement”); and

WHEREAS, the Company wishes to issues to Xxxx and Xxxx wishes to accept an additional Promissory Note in a principal amount of up to $1,200,000 (the “New Note”) and the Company and Xxxx wish to enter into a securities purchase agreement, dated as of the date hereof (the “New Purchase Agreement”) to provide for the issuance of the New Note thereunder;

WHEREAS, in connection with the issuance of the New Note, the Parties have agreed to amend the Security Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

2. Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Security Agreement, except as otherwise specifically set forth herein.

3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the Security Agreement, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.

4. Amendment to Security Agreement. The Security Agreement is hereby amended by deleting the definition of “Obligations” in Section 1 thereof and replacing it with the following:

“Obligations” means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing, due and owing by or otherwise payable by the Company or any Guarantor to the Secured Party, in any currency, under, in connection with or pursuant to any Transaction Document (including, without limitation, this Agreement), the New Purchase Agreement, the New Note, the February 2023 Purchase Agreement, the Original Note and any other Transaction Document which are owed to Secured Party, and whether incurred by the Company or any Guarantor alone or jointly with another or others and whether as principal, guarantor or surety and in whatever name or style and (b) all expenses, costs and charges incurred by or on behalf of the Secured Party in connection with any Transaction Document (including this Agreement), the New Purchase Agreement, the New Note, the February 2023 Purchase Agreement, the Original Note and any other Transaction Document which are owed to Secured Party, or the Collateral, including all legal fees, court costs, receiver’s or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking, defending or participating in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with the Secured Party’s interest in any Collateral, whether or not directly relating to the enforcement of this Agreement or any other Transaction Document, the New Purchase Agreement, the New Note, the February 2023 Purchase Agreement, the Original Note and any other Transaction Document which are owed to Secured Party.

5. No Waiver. Neither this Amendment, nor shall Xxxx’x agreement to accept the New Note, be deemed or construed in any manner as a waiver by Xxxx of any claims, Proceedings, defaults, Events of Default, breaches or misrepresentations by Company under the Original Note, the February 2023 Purchase Agreement, any other Transaction Documents (as defined in the February 2023 Purchase Agreement), or any of Holder’s rights or remedies in connection therewith.

6. Not a Novation. This Amendment is a modification of the Security Agreement only and not a novation.

7. Effect on Agreement and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions of the Security Agreement and the Transaction Documents shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.

8. Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.

[Signatures on the following page]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

	XXXX GLOBAL FUND II LP
	By:
	Name:
	Title:
	ABVC BIOPHARMA, INC.
	By:
	Name:
	Title:	Chief Executive Officer

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