Intellectual Property Security Agreement dated April 17, 2020

Exhibit 10.5 

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.

Signature Page to Intellectual Property Security Agreement

Exhibit A

IP COLLATERAL

Patents

Trademarks

Mark		Trademark / Application		Serial / Registration Number		Filing / Registration Date		Owner		Filing Location
ANTI-INFLAMMATORY INITIATIVE		Trademark		5887324		10/15/2019		H-Cyte, Inc.		USPTO
H-CYTE		Application		88459878		6/5/2019		Medovex Corp.		USPTO
BREATHE EASIER		Trademark		5981349		2/11/2020		Medovex Corp.		USPTO
		Application		88576562		8/13/2019		Medovex Corp.		USPTO
LUNG RESTORATION TREATMENT PLUS		Trademark		5952853		1/7/2020		Medovex Corp.		USPTO
		Trademark		5948228		12/31/2019		Medovex Corp.		USPTO
L-CYTE		Application		88459880		6/5/2019		Medovex Corp.		USPTO
LUNGCYTE		Application		88459879		11/12/2019		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
ROTACAPSULATION		Application		87371750		3/15/2017		Medovex Corp.		USPTO
PULMONARY TRAP		Trademark		5567463		9/18/2018		Medovex Corp.		USPTO
		Trademark		5335750		11/14/2017		Medovex Corp.		USPTO
		Trademark		5317440		10/24/2017		Medovex Corp.		USPTO
MEDOVEX		Trademark		5286813		9/12/2017		Medovex Corp.		USPTO
MEDOVEX CORPORATION		Trademark		5286578		9/12/2017		Medovex Corp.		USPTO
DENERVEX		Trademark		5271510		8/22/2017		Medovex Corp.		USPTO
		Trademark		4484509		2/18/2014		Medovex Corp.		USPTO

Copyrights

None.