Intellectual Property Security Agreement dated April 17, 2020
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of April 17, 2020 by and between H-CYTE, INC., a Nevada corporation f/k/a Medovex Corp. (the “Grantor”), having an address at 201 E. Kennedy Blvd., Suite 700, Tampa, FL 33602, in favor of FWHC BRIDGE, LLC, a Delaware limited liability company, as collateral agent for the ratable benefit of itself and the other Purchasers under the Purchase Agreement, having an address at 1306 W. Kennedy Blvd., Tampa, Florida 33606 (the “Secured Party”).
WHEREAS, pursuant to that certain Secured Convertible Note and Warrant Purchase Agreement, dated as of the date hereof, between Grantor and Secured Party (as amended, supplemented, restated or otherwise modified from time to time, the “Purchase Agreement”), the Secured Party has agreed to advance funds to the Grantor upon the terms and subject to the conditions set forth therein;
WHEREAS, the Grantor has executed and delivered a Security Agreement, dated as of the date hereof, in favor of the Secured Party (as amended, supplemented, restated or otherwise modified from time to time, the “Security Agreement”); and
WHEREAS, pursuant to the Security Agreement, the Grantor has granted to the Secured Party a security interest in, inter alia, certain intellectual property, including the intellectual property set forth on Exhibit A hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees as follows:
1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Security Agreement, as applicable.
2. Grant of Security Interest for Obligations. The Grantor hereby grants a security interest in, all of such Grantor’s right, title and interest in, to and under the intellectual property constituting Collateral (including, without limitation, those items listed on Exhibit A hereto and all goodwill related thereto) (collectively, the “IP Collateral”), to the Secured Party, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.
3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the Secured Party in connection with the Security Agreement and is expressly subject to the terms and conditions thereof. The Security Agreement (and all rights and remedies of the Secured Party thereunder) shall remain in full force and effect in accordance with its terms.
4. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the IP Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. In the event of any conflict between this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.
[Signature Page Follows]
IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and delivered as of the date first above written.
|a Nevada corporation|
|Name:||William E. Horne|
|Title:||Chief Executive Officer|
Signature Page to Intellectual Property Security Agreement
|Surgical portal driver||D870,887||12/24/2019||Medovex Corp.||USPTO|
|Surgical tools for spinal facet therapy to alleviate pain and related methods||10,398,494||9/3/2019||Medovex Corp.||USPTO|
|Surgical portal driver||D854,150||7/16/2019||Medovex Corp.||USPTO|
|Surgical tools for spinal facet therapy to alleviate pain and related methods||9,980,771||5/29/2018||Medovex Corp.||USPTO|
|Surgical portal driver||D810,290||2/13/2018||Medovex Corp.||USPTO|
|Minimally invasive methods for spinal facet therapy to alleviate pain and associated surgical tools, kits and instructional media||9,883,882||2/6/2018||Medovex Corp.||USPTO|
|Surgical Tools with Positional Components||10,595,919||3/24/2020||Medovex Corp.||USPTO|
|Surgical Tools for Spinal Facet Therapy to Alleviate Pain and Related Methods||10,588,688||3/17/2020||Medovex Corp.||USPTO|
|Transformable Intravenous Pole and Boom Combination and Method Thereof||9,707,334||7/18/2017||Medovex Corp.||USPTO|
|Surgical Tools for Spinal Facet Therapy to Alleviate Pain||16/520,738||7/24/2019||Medovex Corp.||USPTO|
|Minimally Invasive Methods for Spinal Facet Therapy to Alleviate Pain||15/850,662||12/21/2017||Medovex Corp.||USPTO|
|Minimally Invasive Methods for Spinal Facet Therapy to Alleviate Pain||15/850,630||12/21/2017||Medovex Corp.||USPTO|
|ANTI-INFLAMMATORY INITIATIVE||Trademark||5887324||10/15/2019||H-Cyte, Inc.||USPTO|
|BREATHE EASIER||Trademark||5981349||2/11/2020||Medovex Corp.||USPTO|
|LUNG RESTORATION TREATMENT PLUS||Trademark||5952853||1/7/2020||Medovex Corp.||USPTO|
|LUNG MAINTENANCE TREATMENT||Trademark||5905492||11/5/2019||Medovex Corp.||USPTO|
|LUNG HEALTH INSTITUTE||Trademark||5893510||10/22/2019||Medovex Corp.||USPTO|
|PULMONARY TRAP||Trademark||5567463||9/18/2018||Medovex Corp.||USPTO|
|MEDOVEX CORPORATION||Trademark||5286578||9/12/2017||Medovex Corp.||USPTO|