Exhibit 10.7


 


PATENT SECURITY AGREEMENT 


 


This PATENT SECURITY AGREEMENT (this “Patent
Security Agreement”) is entered into as of May 27, 2021 by and between [NAME OF SUBSIDIARY] (the “Grantor”)
and LIND GLOBAL ASSET MANAGEMENT IV, LLC (the “Secured Party”).


 


WHEREAS, the Grantor
has issued to the Secured Party that certain Guaranty dated as of the date hereof (as amended and in effect from time to time, the “Guaranty”);


 


WHEREAS, in connection
with the Guaranty, the Grantor has entered into that certain Security Agreement dated as of the date hereof (as amended and in effect
from time to time, the “Security Agreement”) with the Secured Party pursuant to which the Grantor has granted a lien
in favor of the Secured Party in all of the Grantor’s assets (including the Patent Collateral) to secure its obligations under the Guaranty;
and


 


WHEREAS, in connection
with the Security Agreement, the Grantor has agreed to execute and deliver this Patent Security Agreement in order to record the security
interest granted to the Secured Party with the United States Patent and Trademark Office;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Grantor hereby agrees as follows:


 


SECTION 1. Defined Terms.
Unless otherwise defined herein, capitalized terms defined in the Security Agreement and used herein have the meaning given to them in
the Security Agreement. The term “Patents” means, collectively, (a) all of the patent and patent applications, whether
United States or foreign, that are owned by the Grantor, or in which the Grantor has any right, title or interest, now or in the future,
including but not limited to (i) the patents and patent applications listed on Schedule I hereto (as the same may be amended pursuant
hereto from time to time), (ii) all letters patent of the United States or any other country, and all applications for letters patent
of the United States or any other country; (iii) all re-issues, continuations, divisions, continuations-in-part, renewals or extensions
thereof; (iv) the inventions disclosed or claimed therein, including the right to make, use, practice and/or sell (or license or otherwise
transfer or dispose of) the inventions disclosed or claimed therein; and (v) the right (but not the obligation) to make and prosecute
applications for such patents, (b) all past, present or future rights in, to and associated with the foregoing throughout the world, whether
arising under federal law, state law, common law, foreign law or otherwise, including the following: all such rights arising out of or
associated with the registrations of the foregoing items set forth in clause (a), the right (but not the obligation) to register claims
under any state, federal or foreign patent law or regulation; the right (but not the obligation) to sue or bring opposition or cancellation
proceedings in the name of the Grantor or the Secured Party for any and all past, present and future infringements or dilution of or any
other damages or injury to the foregoing or any associated goodwill, and the rights to damages or profits due or accrued arising out of
or in connection with any such past, present or future infringement, dilution, damage or injury; and (c) any license rights related to
the foregoing.


 


SECTION 2. Grant of Security
Interest in Patent Collateral. The Grantor hereby pledges, collaterally assigns and grants to the Secured Party to secure the prompt
and complete payment and performance of the Obligations, a security interest (referred to in this Patent Security Agreement as the “Security
Interest”) in all of the Grantor’s right, title and interest in, to and under the following, whether now owned or hereafter acquired
or arising (collectively, the “Patent Collateral”):


 


(a) all
of its Patents and licenses with respect to Patents to which it is a party including those referred to on Schedule I;


 






    


     


    

 


(b) each
license with respect to Patents; and


 


(c) all
products and proceeds (as that term is defined in the UCC) of the foregoing, including any claim by the Grantor against third parties
for past, present or future (i) infringement or dilution of any Patent or any Patents exclusively licensed under any license, including
right to receive any damages, or (ii) right to receive license fees, royalties, and other compensation under any license with respect
to Patents.


 


SECTION 3. Security for
Obligations. This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Obligations,
whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the
payment of all amounts which constitute part of the Obligations and would be owed by the Grantor to the Secured Party, whether or not
they are unenforceable or not allowable due to the existence of an insolvency proceeding involving the Grantor.


 


SECTION 4. Security Agreement.
The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted
to the Secured Party pursuant to the Security Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the
Secured Party with respect to the Security Interest in the Patent Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is
any inconsistency between this Patent Security Agreement and the Security Agreement, the Security Agreement shall control.


 


SECTION 5. Authorization
to Supplement. If the Grantor shall obtain rights to any new Patents, the provisions of this Patent Security Agreement shall automatically
apply thereto. The Grantor hereby authorizes the Secured Party unilaterally to modify this Patent Security Agreement by amending Schedule
I to include any such new patent rights of the Grantor. Notwithstanding the foregoing, no failure to so modify this Patent Security
Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Secured Party’s continuing security interest
in all Collateral (including the Patent Collateral), whether or not listed on Schedule I.


 


SECTION 6. Counterparts.
This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument,
and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.


 


SECTION 7. Governing Law.
This Patent Security Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Patent Security Agreement and the transactions contemplated hereby shall be governed by, and
construed in accordance with, the law of the State of New York.


 


[signature pages follow]


 




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IN WITNESS WHEREOF, the Grantor
has caused this Patent Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.


 


	GRANTOR:	[NAME OF SUBSIDIARY]



 


	 	By:	 
	 	Name: 	 
	 	Title:	 



 


Accepted and Agreed:


 





	LIND GLOBAL ASSET MANAGEMENT IV, LLC	 
	 	 	 
	By:	 	 
	Name: 	Jeff Easton	 
	Title:	Authorized Signatory	 



 


 


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