0001615774-16-008833 Sample Contracts

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • December 9th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan

Intellectual Property Security Agreement, dated as of __________, by XG Sciences IP, LLC, a Michigan limited liability company, of 3101 Grand Oak Drive, Lansing, Michigan 48911 and XG Sciences, Inc., a Michigan corporation, of 3101 Grand Oak Drive, Lansing, Michigan 48911 (“Debtors”), in favor of The Dow Chemical Company, of 2030 Dow Center, Midland, Michigan 48674 for itself and as agent for the benefit of all other affiliates of Secured Party (each, an “Affiliate”) pursuant to the Security Agreement (in such capacity, “Secured Party”).

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SECURITY AGREEMENT (XG Sciences, Inc.)
Security Agreement • December 9th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers

THIS SECURITY AGREEMENT (“Agreement”) is made as of __________, by and between XG Sciences, Inc., a Michigan corporation, of 3101 Grand Oak Drive, Lansing, Michigan 48911 (“Debtor”), and The Dow Chemical Company, of 2030 Dow Center, Midland, Michigan 48674 (“Secured Party”), for itself and as agent for the benefit of all other affiliates of Secured Party (each, an “Affiliate”), pursuant to a certain Draw Loan Note and Agreement (as amended, supplemented, restated or otherwise modified from time to time, “Note”) dated as of the December 7, 2016, between Debtor and Secured Party.

XG SCIENCES, INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • December 9th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
PLEDGE AGREEMENT
Pledge Agreement • December 9th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers

THIS PLEDGE AGREEMENT is made as of __________ by and XG Sciences, Inc., a Michigan corporation, of 3101 Grand Oak Drive, Lansing, Michigan 48911 (“Debtor”), XG Sciences IP, LLC, a Michigan limited liability company, of 3101 Grand Oak Drive, Lansing, Michigan 48911 (“XG, LLC”) and The Dow Chemical Company, of 2030 Dow Center, Midland, Michigan 48674 (“Secured Party”), for itself and as agent for the benefit of all other affiliates of Secured Party (each, an “Affiliate”), pursuant to a certain Draw Loan Note and Agreement (as amended, supplemented or restated or otherwise modified from time to time, “Note”) dated as of December 7, 2016, between Secured Party and Debtor.

DRAW LOAN NOTE AND AGREEMENT
Draw Loan Note and Agreement • December 9th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
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