Exhibit 10.1


 


ASSET PURCHASE AND


INTELLECTUAL PROPERTY ASSIGNMENT
AGREEMENT


 


This Asset Purchase
and Intellectual Property Assignment Agreement (this “Agreement”) dated as of October 29, 2014, is by and between
Point Medical, Inc., a Delaware corporation (“PMI”) with offices located at 665 Martinsville Rd, Suite 219, Basking
Ridge, NJ 07920, and Leveraged Developments LLC, a New Hampshire limited liability company (“LD”) with offices
located at 75 Congress Street, Portsmouth, NH 03801. PMI and LD are individually each a “Party”, and together
are the “Parties,” to this Agreement.


 


WITNESSETH


 


WHEREAS, LD is the
owner of inventions and technology relating to Infusion Pump Systems for delivery of medication or nutrients into a patient’s
circulatory system (“Assigned Intellectual Property Rights”, as defined herein), know how relating thereto (“LD
Know How”, as defined herein), and tangible assets relating thereto (“Tangible Assets”, as defined herein)
(the Assigned Intellectual Property Rights, LD Know How and Tangible Assets, collectively, the “Transferred Assets”,
as defined herein);


 


WHEREAS, LD and PMI
are parties to the Point Medical, Inc. Leveraged Developments LLC License/Development/Intellectual Property and Collaboration
Agreement Terms dated 28 March 2014 (the “Term Sheet”), which contemplates this Agreement as well as the Development
Agreement (as hereafter defined), and the Parties have been performing pursuant to the terms of the Term Sheet, it being understood
that this Agreement and the Development Agreement will supersede and terminate the Term Sheet effective upon the Closing (as hereafter
defined) under this Agreement with respect to the matters contemplated hereby and effective as of the execution of the Development
Agreement as to the matters contemplated thereby;


 


WHEREAS, as provided
for by the Term Sheet, PMI has determined that it is in its business interest to acquire the Transferred Assets and LD has determined
it is in its business interest to sell such Transferred Assets to PMI;


 


WHEREAS, PMI and LD
are simultaneously entering into a development, commercialization and license agreement (“Development Agreement”)
relating to infusion pump technology disclosed within the Assigned Intellectual Property Rights, effective as of March 28, 2014,
which is the date of the Term Sheet; and


 


WHEREAS, LD desires
to and is agreeable upon the terms and conditions herein set forth to sell, transfer and convey the Transferred Assets to PMI;


 


NOW THEREFORE, in
consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:


 


1.          Recitals.         The
representations contained in the foregoing recitals are incorporated into this Agreement as is fully set forth herein.


 




     

     


    

 


2.          Definitions.   For
the purpose of this Agreement, the following definitions shall be applicable:


 


2.1           “Action”
means any Claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in
equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, patent
interference, opposition, Third Party requested patent re-examination, notice or proceeding, in each case, to, from, by or before
any governmental authority.


 


2.2           “Affiliate”
of a specified person (natural or juridical) means a person that now or hereafter directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the person specified. “Control”
shall mean ownership of more than 50% of the shares of stock entitled to vote for the election of directors in the case of a corporation,
and more than 50% of the voting power in the case of a business entity other than a corporation.


 


2.3           “Assigned
Copyright Rights” means (a) all Copyright Rights owned or controlled by, in whole or in part, LD as of the Closing Date
which relate to the Product and/or the Technology; (b) all HTML code, compilations, collections, databases and database rights,
toolsets, and other rights relating to the Website, the Product and/or the Technology; and (c) all counterpart Copyright Rights
to the Copyright Rights in subpart (a) and subpart (b).


 


2.4           “Assigned
Intellectual Property Rights” means all Assigned Patent Rights, all Assigned Trademark Rights and all Assigned Copyright
Rights of LD as of the Closing Date which are necessary or useful to the production and/or sale of the Product and/or to practice
the Technology, inclusive of and together with all rights arising under the Carlisle Intellectual Property Assignment Agreement.


 


2.5           “Assigned
Patent Rights” means (a) the Patent Rights as set forth in Exhibit A hereto and as may be obtained through the
Closing Date; (b) all Patent Rights owned or controlled by, in whole or in part, LD as of the Closing Date which relate to the
Product and/or the Technology; and (c) all counterpart Patent Rights of any of the Patent Rights in subpart (a) and subpart (b).


 


2.6           “Assigned
Trademark Rights” means (a) the Trademark Rights related to the non- registered trademarks set forth on Exhibit A hereto
and as may be obtained through the Closing Date; and (b) all counterpart Trademark Rights of any of the Trademark Rights in subpart
(a).


 


2.7           “Business
Days” means any weekday other than a weekday on which banks located in Philadelphia, PA are authorized or required to
be closed.


 


2.8           “Carlisle
Intellectual Property Assignment Agreement” means that Intellectual Property Assignment made 5 December 2012 between
LD and Jeffrey A. Carlisle.


 


2.9           “Claim”
means any assertion of right whatsoever (including those arising from debts, bonds, promises, damages, equitable claims and judgments),
whether liquidated or unliquidated, known or unknown, fixed or contingent, direct or indirect, or imputed.


 




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2.10         “Closing”
is defined in Section 3.3.


 


2.11         “Confidential
Information” means (i) the non-public information in this Agreement; (ii) the details of the discussions and drafts leading
up to the execution of this Agreement; and (iii) any information or compilation of information of one of the Parties hereto (the
“Disclosing Party”) which becomes known to another Party (the “Receiving Party”) with regard
to this Agreement that is not generally known to the public, including information regarding intellectual property such as discoveries,
inventions, know how (including LD Know How), patent applications, patents, trademarks, service marks, trade dress and/or trade
secrets, whether disclosed before or after the date of this Agreement, excluding information which:


 


(a)          was
already in the possession of the Receiving Party prior to the Receiving Party’s receipt from the Disclosing Party (provided that
the Receiving Party is able to provide the Disclosing Party with reasonable documentary proof thereof and, if received from a
third party, that such information was acquired without breach of a confidentiality or non-disclosure obligation related to such
information);


 


(b)          is
or becomes a matter of public knowledge through no act of the Receiving Party or its Affiliates or Representatives in violation
of this Agreement;


 


(c)          is
disclosed to the Receiving Party or its Affiliates on a nonconfidential basis by a Third Party who lawfully obtained such information
and is under no obligation to maintain the confidentiality of such information; or


 


(d)          has
been independently developed by the Receiving Party without breach of this Agreement or use of any Confidential Information of
the Disclosing Party (provided that the Receiving Party is able to provide the Disclosing Party with reasonable documentary proof
thereof).


 


Information meeting
the above definition shall be treated as Confidential Information regardless of its source, and all information identified as
being “confidential” or “trade secret” or labeled with words of similar import shall be presumed
to be Confidential Information. Confidential Information includes information being held in confidence by a Disclosing Party for
the benefit of a third party.


 


2.12         “Consents”
is defined in Section 4.1.3


 


2.13         “Copyright
Rights” shall mean all rights in or to any copyrightable works, whether or not registered, including but not limited
to all rights in all software (including both source code and object code), instructions, brochures, flyers, hand-outs, web pages,
web sites, designs, literature, advertising materials, plans, blueprints, artwork, patterns, drawings, specifications, and technical
information.


 


2.14         “Disclosing
Party” is defined in “Confidential Information.”


 


2.15         “Development
Agreement” is defined in the Preamble to this Agreement.


 




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2.16         “Encumbrance”
means any interest relating to or arising out any lien, license; covenant not to sue, option, pledge, security interest, mortgage,
right of first offer or first refusal, buy/sell agreement and any other restriction or covenant with respect to, or condition
governing the use, construction, transfer, receipt of income or exercise of any other attribute of legal or equitable ownership.


 


2.17         “Filings”
is defined in Section 4.1.3 (Consents).


 


2.18         “Indemnified
Party” means a Person to whom indemnification is provided under this Agreement.


 


2.19         “Indemnifying
Party” means a Person providing indemnification under this Agreement.


 


2.20         “Instruments
of Assignment” means those documents and instruments necessary for LD to effect the sale, conveyance, assignment, transfer
and delivery of the Transferred Assets to PMI or its designees, including but not limited to an executed patent assignment (attached
as Exhibit B), an executed trademark assignment (attached as Exhibit C), and an executed release and assignment
of intellectual property of security interest presently held by Mack Holding Company in certain of LD’s intellectual property
(attached as Exhibit E), each in recordable form to the extent necessary to duly assign such rights from LD to PMI.


 


2.21         “Losses”
means all Actions, Claims, Liabilities, damages, judgments, amounts paid in settlement, assessments, taxes, losses, fines, penalties,
expenses, costs and fees (including reasonable attorneys’ fees), and amounts, costs and reasonable attorneys’ fees associated
with seeking indemnification hereunder.


 


2.22         “LD”
is defined in the Preamble to this Agreement.


 


2.23         “LD
Know-How” shall mean all proprietary knowledge, information (including Confidential Information existing as of the Closing
Date) and expertise possessed by LD or to which LD has rights relating to the Technology existing as of Closing Date, whether
or not covered by any patent, patent application or future patent application, software, derivative works, and other works, whether
copyrightable or not, copyrights, designs, trademarks, trade secrets or other industrial or intellectual property rights. For
the avoidance of doubt, this definition excludes any such knowledge, information and expertise disclosed or covered within the
Assigned Intellectual Property Rights, including but not limited to the Assigned Trademark Rights and Assigned Copyright Rights.


 


2.24         “LD
Note to PMI” shall mean the $600,000 promissory note delivered by LD to PMI pursuant to Section 3.4.2(d) hereof.


 


2.25         “Mack”
shall mean Mack Molding Company, a Vermont corporation.


 


2.26         “Mack
Agreements” shall mean the Mack Loan Agreements and the Mack Manufacturing Agreement.


 




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2.27         “Mack
Loan” shall mean the $600,000 loan by Mack to LD evidenced by the Mack Loan Agreements.


 


2.28         “Mack
Loan Agreements” shall mean the following agreements between Mack and LD dated December 1, 2012: the Promissory Note;
the Loan and Security Agreement; and the Membership Interest Pledge Agreement.


 


2.29         “Mack
Manufacturing Agreement” shall mean the Manufacturing Agreement dated 6 December 2012 between Mack and LD.


 


2.30         “Material
Adverse Effect” shall mean any change that has, or would be reasonably expected to have, a material adverse effect on
the Transferred Assets, taken as a whole; provided, however, that none of the following shall be deemed either alone or
in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would
be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of the announcement or pendency of the Agreement
or the Transaction; (b) any adverse effect resulting from or arising out of general economic conditions; (c) any adverse effect
resulting from or arising out of general conditions in the industry applicable to the Transferred Assets; or (d) any adverse effect
resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation
or worsening thereof.


 


2.31         “Notices”
is defined in Section 4.1.3 (Consents).


 


2.32         “Party”
and “Parties” are defined in the Preamble.


 


2.33         “Patent
Rights” means any and all U.S. and foreign: (a) patents (including utility and design patents); (b) patent applications
(including utility and design patent applications), including all provisional applications, substitutions, continuations, continuations-in-part,
divisions, renewals, and all patents granted thereon; (c) any additional inventions not covered under subpart (a) or subpart (b)
which are owned or controlled by LD, in whole or in part which relate to the Technology; and (d) patents-of-addition, reissues,
reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including supplementary
protection certificates or the equivalent thereof.


 


2.34         “Person”
means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other
company, business trust, trust, organization, governmental authority or other entity of any kind.


 


2.35         “Pre-Closing
Period” means the time period between the date hereof through the Closing Date.


 


2.36         “Product”
shall mean the product relating to the BreezeTM infusion pump Technology as claimed and/or disclosed within the Assigned
Intellectual Property Rights in addition to any and all components thereof (disposable or non-disposable), cassettes, and other
accessories associated with the Technology including without limitation Product Accessories and any other components, items, technology
including owned controlled by LD or its Affiliates or which LD or its Affiliates has an interest useful or necessary to constitute
the full product to be offered for commercial sale, to be developed under the Development Agreement under the Development Plan.


 




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2.37         “Product
Accessories” shall mean accessories that have been incorporated or will be incorporated into the Product during development
or otherwise or which are otherwise useful or necessary to obtain a minimally viable marketable product, including but not necessarily
limited to a ruggedized pump case, housing and mounting options, and other accessories.


 


2.38         “Purchase
Price” is defined in Section 3.2.


 


2.39         “PMI”
is defined in the Preamble to this Agreement.


 


2.40         “Receiving
Party” is defined under the definition of “Confidential Information” in Section 2.10 of this Agreement.


 


2.41         “Representative”
means, with respect to any Person, any director, officer, employee, agent, consultant, advisor, partner, trustee or other representative
of such Person, including legal counsel, accountants and financial advisors.


 


2.42         “Tangible
Assets” is defined in Section 3.1. A list of items compromising the Tangible Assets is set forth as Exhibit D.


 


2.43         “Technology”
means any technology related to the Product (which includes without limitation the Product Accessories) including without limitation
any technology related to the infusion pump technology for delivery of medication, blood, fluids, nutrients or other substances
into a patient or other person or being which is disclosed within the Assigned Intellectual Property Rights. The term “Technology”
includes without limitation LD Know- How, Confidential Information and Assigned Intellectual Property Rights.


 


2.44         “Third
Party” means any Person other than the Parties and their Affiliates.


 


2.45         “Third
Party Claim” means any Claim by a Third Party with respect to any matter that may give rise to a Claim for indemnification
under this Agreement.


 


2.46         “Trademark
Rights” means all United States and foreign registered and non-registered trademarks, registered and non-registered service
marks, domain names, and all trademark and service mark applications, trade dress, logos, trade names, fictitious names, brand
names, brand marks, and corporate names, together with all translations, adaptations, derivations and combinations thereof.


 


2.47         “Transactions”
shall mean: (a) the execution and delivery of this Agreement and the Development Agreement; and (b) all of the transactions contemplated
by this Agreement and the Development Agreement, including: (i) the sale of the Transferred Assets by LD to PMI in accordance
with this Agreement; and (ii) performance by LD’s of its obligations under the Development Agreement, and (c) the exercise by
LD and PMI of their respective rights under this Agreement and the Development Agreement.


 


2.48         “Transferred
Assets” is defined in Section 3.1.


 




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2.49         “Website”
shall mean the www.ivbreeze.com website (including both the domain name and the content of the website), including but not limited
to all rights therein and related thereto and all data collected through such Website.


 


3.          Purchase
and Sale of Assets. Subject to the terms and conditions herein set forth, and on the basis of the representations, warranties
and agreements herein:


 


3.1           Transferred
Assets. Effective as of the Closing, subject to the terms of this Agreement, LD hereby sells, conveys, assigns and transfers
to PMI all its interests in and to (i) the Assigned Intellectual Property Rights, (ii) the LD Know How, (iii) the Website, and
(iv) any tools, components, physical prototypes and other tangible assets relating to the Product (including without limitation
the Product Accessories) and/or the Technology, whether located at LD or offsite at vendors or suppliers for LD or otherwise (the
foregoing (iii) the “Tangible Assets” and the foregoing items (i), (ii), (iii) and (iv) collectively the “Transferred
Assets”), free and clear of all Encumbrances, interests, or other limitations or restrictions whatsoever, as partially
evidenced by each of the Instruments of Assignment. LD shall take all actions reasonably necessary to vest all such rights in
Buyer and to assist in enforcing such rights, including executing all documents necessary for the recordation of ownership, including
but not limited to any relevant Instrument of Assignment to be executed and delivered to PMI as of the Closing Date. PMI accepts
the Transferred Assets; provided, that PMI does not assume any liabilities or obligations of LD related to the Transferred Assets,
except as expressly set forth in this Agreement.


 


3.2           Purchase
Price. At Closing, subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties
and covenants of LD herein contained and in full consideration of such sale, conveyance, transfer, assignment and delivery of
the Transferred Assets under Section 3.1 and all other rights, benefits and consideration flowing from LD to PMI, PMI shall deliver
to LD the documentation and/or releases of LD by Mack as provided for in Section 3.4. l(c) hereof. LD acknowledges that a stock
certificate for 120,997 shares of PMI common stock (the “Shares”) has already been delivered by PMI to LD pursuant
to the Term Sheet in consideration of the matters set forth therein and herein. Any payment by LD pursuant to its indemnification
obligations under Section 5.1 hereof shall be treated as a reduction of the purchase price of the Transferred Assets.


 


3.3           Closing
- Time and Place. The “Closing” contemplated by this Agreement shall take place at the offices of PMI, located
at 665 Martinsville Rd, Suite 219, Basking Ridge, NJ 07920, not later than one (1) day after the satisfaction or waiver of all
conditions to Closing as set forth in Section 3.4 hereto, upon no less than one (1) day prior written notice from one Party to
the other. At the Closing, the Parties shall deliver all documents as specified herein. The date upon which the Closing shall
occur shall be referred to as the Closing Date. In the event that the conditions to Closing set forth in Section 3.4 shall not
be satisfied or waived by December 31, 2014, either Party may, upon ten (10) days prior written notice, terminate this Agreement.


 


3.4           Conditions
to Obligations for Closing.


 


3.4.1           Condition
to Obligation of LD to Close. The obligation of LD to close upon this Agreement and to consummate the transactions
contemplated hereby shall be subject to the satisfaction of each of the following conditions (any of which may be waived
by LD, in whole or in part, in writing):


 




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(a)          The
representations and warranties made by PMI in this Agreement shall have been accurate in all respects as of the Closing Date as
if made on the Closing Date (except for such representations or warranties which address matters only as of a particular time,
which shall have been accurate in all respects as of such particular time), except that any inaccuracies in such representations
and warranties shall be disregarded if such inaccuracies (considered collectively) do not constitute a Material Adverse Effect;


 


(b)          All
of the covenants and obligations that PMI is required to comply with or to perform at or prior to the Closing shall have been
duly complied with and performed, except where the failure to comply with or perform such covenants and obligations (considered
collectively) do not constitute a Material Adverse Effect;


 


(c)          PMI
shall present documentation signed by Mack reasonably evidencing the release by Mack of LD from and/or termination of the Mack
Loan Agreements; provided, however, that if after PMI has made diligent and reasonable efforts Mack has not released LD from and/or
terminated the Mack Loan Agreements by November 30, 2014, PMI may satisfy this condition by agreeing in writing to defend, indemnify,
and hold harmless LD from any and all obligations and liabilities arising from the Mack Loan Agreements upon the terms of the
letter agreement the form of which is attached hereto as Exhibit 3.4.l (c) (the “Mack Loan Indemnification Letter”)
; and


 


(d)          LD
shall have received the following documents, each of which shall be in full force and effect:


 


(i)          a
certificate, duly executed by PMI, certifying that the conditions set forth in Sections 3.4.1(a) and 3.4.1(b) have been duly satisfied;
and


 


(ii)         such
other documents as LD may request in good faith for the purpose of evidencing the satisfaction of any condition set forth in this
Section 3.4.1 or otherwise facilitating the consummation or performance of any of the Transactions.


 


3.4.2         Conditions
to Obligations of PMI to Close. The obligation of PMI to close upon this Agreement and to consummate the Transactions contemplated
hereby shall be subject to the satisfaction of each of the following conditions (any of which may be waived by PMI, in whole or
in part, in writing):


 


(a)          The
representations and warranties made by LD in this Agreement shall have been accurate in all respects as of the Closing Date as
if made on the Closing Date (except for such representations or warranties which address matters only as of a particular time,
which shall have been accurate in all respects as of such particular time), except that any inaccuracies in such representations
and warranties shall be disregarded if such inaccuracies (considered collectively) do not constitute a Material Adverse Effect;


 


(b)          All
of the covenants and obligations that LD is required to comply with or to perform at or prior to the Closing shall have been duly
complied with and performed, except where the failure to comply with or perform such covenants and obligations (considered collectively)
do not constitute a Material Adverse Effect;


 




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(c)          PMI
shall have entered into agreements with Mack with respect to PMI’s assumption of the Mack Loan (unless PMI shall deliver the Mack
Loan Indemnification Letter pursuant to Section 3.4.l (c)) and the Mack Manufacturing Agreement, in each case upon terms acceptable
to PMI in its sole discretion;


 


(d)          LD
shall have delivered its executed promissory note in the amount of $600,000 in principal amount, in form and substance reasonably
satisfactory to PMI, in consideration for PMI’ s assumption pursuant to Section 3.4.1(c) hereof of the Mack Loan or agreement
to indemnify LD in respect thereto pursuant to the Mack Loan Indemnification Letter (the “LD Note to PMI”). The LD Note
to PMI shall bear interest at 5% per annum, payable quarterly. PMI may elect to receive payment of such interest by way of reduction
of amounts it is due to pay LD under Section 3.6 of the Development Agreement. As provided for by Section 5.3 of the Development
Agreement, 25% of the Success Fees payable to LD shall be applied to the payment of principal on the LD Note to PMI; provided
that all unpaid principal due under the LD Note to PMI shall otherwise mature and be payable on the tenth (10th) year anniversary
of the date of this Agreement and shall otherwise accelerate and be payable in full upon any breach by LD of its obligations under
this Agreement or the Development Agreement.


 


(e)          PMI
shall have received the following documents, each of which shall be in full force and effect:


 


(i)          a
certificate, duly executed by the Seller, certifying that the conditions set forth in Sections 3.4.2(a) and 3.4.2 (b) have been
duly satisfied;


 


(ii)         recordable
assignment agreements with respect to any of the Assigned Intellectual Property Rights, in a form reasonably satisfactory to PMI
including without limitation an assignment agreement with respect to the Carlisle Intellectual Property Assignment Agreement;


 


(iii)        the
Release and Assignment of Intellectual Property Security Interest (Exhibit E) together with a UCC-3 and any other termination
statements in appropriate form for filing with the USPTO;


 


(iv)        such
bills of sale, deeds, endorsements, assignments, business transfer agreements and other documents as PMI may, acting reasonably
and in good faith, determine to be necessary or appropriate to assign, convey, transfer and deliver to PMI good and valid title
to the Transferred Assets;


 


(v)         LD
shall have delivered the Tangible Assets to PMI, it being understood that such delivery may be to LD to be held and used by LD
for PMI under the terms of the Development Agreement; and


 


(vi)        such
other documents as PMI may request in good faith for the purpose of evidencing the satisfaction of any condition set forth in
this Section 3.4.2 or otherwise facilitating the consummation or performance of any of the Transactions.


 




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3.5           Post-Closing
Obligations of LO. Any Assigned Patent Rights which as of the Closing Date have not been the subject of the filing of a patent
application(s) in the U.S. Patent & Trademark
Office or any foreign patent office will, upon receipt by LD of the filing date and application serial number (“Filing
Information”) subsequent to the filing of a patent application(s) in the U.S. Patent &
Trademark Office or within the patent office of any foreign jurisdiction, shall be subject
to a fully executed transfer (via an appropriate assignment document as approved by PMI) of all rights, title and interest in
the patent application(s), which shall occur no later than fifteen (15) days from receipt of the Filing Information by LD from
the respective patent office.


 


3.6           Post-Closing
Obligations of PMI. PMI shall use commercially reasonable efforts to raise no less than $2,000,000 of equity, convertible
note or debt financing (inclusive of amounts raised prior to the date hereof) prior to December 31, 2014. Upon a failure to raise
such financing by such date, LD may give written notice thereof to PMI, whereupon PMI shall have a sixty (60) day period to cure
such failure. If PMI shall fail to raise such financing prior
to the expiration of such sixty (60) day cure period, (i) PMI shall transfer to LD the Assigned Intellectual Property Rights and
the LD Know-How (which for the avoidance of doubt shall be as of March 28, 2014 and which shall exclude any Intellectual Property
paid for by PMI under the Development Agreement or the Term Sheet), (ii) LD and/or Jeff Carlisle shall transfer to PMI the 120,997
shares of PMI common stock previously transferred by PMI to Jeff Carlisle; and (iii) LD shall have the right, at its option, to
terminate the Development Agreement pursuant to the termination provisions thereof, which termination shall not affect rights
of PMI that shall have accrued prior to the date of such termination.


 


4.          Representations
and Warranties


 


4.1           As
to LO. LD represents and warrants to PMI that the statements contained in this Section 4.1 are true, correct and complete
as of the date hereof and as of the Closing, subject to such exceptions as are disclosed in the indicated section of the Disclosure
Schedule attached hereto and forming a part hereof.


 


4.1.1           Authorization.
LD is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New Hampshire.
LD has the full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations
under this Agreement. All corporate actions or proceedings required to be taken by or on the part of LD to authorize and permit
the execution and delivery by LD of this Agreement and to perform its respective obligations under this Agreement have been taken.
This Agreement has been duly executed and delivered by LD and constitutes the legal, valid and binding obligation of LD, enforceable
in accordance with its terms and conditions subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws
of general application affecting the rights and remedies of creditors and to general principles of equity.


 


4.1.2           Noncontravention.
Except as set forth in Schedule 4.1.2 of the Disclosure Schedule, neither the execution and delivery of this Agreement upon meeting
all LD obligations for Closing pursuant to Sections 3.4 nor the consummation of any additional transactions contemplated hereby
and thereby by LD will (i) violate any material legal requirement to which any of LD or its Affiliates or any of their assets
or property is subject, (iii) conflict with or result in a breach of, default under, right to accelerate payment under or obligation
to make any payment pursuant to or loss of material rights under, or modify or terminate any material contractual obligation by
which LD or its Affiliates or any of their assets or property is bound or subject, (iii) result in the creation or imposition
of any Encumbrance upon or forfeiture of any of the Transferred Assets, or (iv) result in the creation of any Claim that could
result in the creation or imposition of any Encumbrance upon or forfeiture of any of the Transferred Assets.


 




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4.1.3        Consents.
Except as set forth in Schedule 4.1.3 of the Disclosure Schedule, no approval, authorization, permit, license, waiver or consent
is required from any Third Party (including any governmental authority) (collectively, the “Consents”) and no
filing or notice is required to be made with or given to any Third Party (including any governmental authority) (respectively,
the “Filings” and the “Notices”) for LD and its Affiliates to accomplish the transactions contemplated
by this Agreement beyond any such Consent, Filing or Notice which must be satisfied and delivered by LD as a prior condition to
PMI’ s obligation the complete the Closing.


 


4.1.4        Litigation.
There is no Action pending or, to the knowledge of LD, threatened against or involving any of LD or its Affiliates that could
adversely affect (i) the Transferred Assets or (ii) the ability of LD or its Affiliates to consummate the Closing or perform any
obligations under this Agreement. For purposes of this Section 4.1.4, threatened Actions shall include, without limitation, requests
for interference, Third Party requests for re-examination and requests for oppositions.


 


4.1.5        Title.
Except as set forth in Schedule 4.1.5 of the Disclosure Schedule, LD owns all rights, title and interests in and to the Transferred
Assets including without limitation the Technology, and has the full right and power to assign, transfer and sell good title to
the Transferred Assets including without limitation the Technology, in each case free and clear of all Encumbrances and all Claims.
Except as set forth in Schedule 4.1.5 of the Disclosure Schedule, no Third Party including without limitation Fluidnet Corporation,
its predecessors and Affiliates, nor any employee, contractor, consultant or Affiliate of LD, has any right, title or interest
in any of the Transferred Assets including without limitation the Technology, and there is no agreement or understanding, written
or otherwise, granting rights under or to any of the Transferred Assets including without limitation the Technology or imposing
obligations or limitations with respect to any of the Transferred Assets including without limitation the Technology.


 


4.1.6        Additional
Intellectual Property Representations and Warranties.


 


(a)          Completeness.
The Assigned Intellectual Property Rights listed in Exhibit A include all Patent Rights, Trademark Rights and Copyright
Rights in which LD or any of its Affiliates has any right, title or interest in the Technology, including without limitation any
rights under licenses. Without limiting the foregoing, Jeffrey A.
Carlisle has assigned all of his Intellectual Property Rights existing as of the Closing
in the Development (as such terms are defined in the Carlisle Intellectual Property Assignment Agreement) to LD, and each other
employee, consultant or Affiliate of LD, and any other person including Third Parties who may have any right, title or interest
in the Technology or any of the other Transferred Assets has assigned all right, title and interest in the Technology and any
of the other Transferred Assets to LD. LD has provided PMI with correct and complete copies of all such Patent Rights,
Trademark Rights and Copyright Rights, and LD has obtained appropriate executed assignment of any and all Assigned Intellectual
Property Rights from each named inventor of all Patent Rights listed in Exhibit A.


 




    11 


     


    

 


(b)          Representations
Regarding the Assigned Intellectual Property Rights. With respect to each patent and patent application included within the
Assigned Intellectual Property Rights:


 


(i)          to
the knowledge of LD, each pending application listed under Patent Rights in Exhibit A is being properly obtained in accordance
with all applicable rules and regulations governing the prosecution of applications for such patent, and LD and its Affiliates
and their Representatives have not engaged in any fraud or other misconduct with regard to the prosecution or procurement of such
patent;


 


(ii)         no
Claim has been asserted or threatened by any person, with respect to the use of the Assigned Intellectual Property Rights or challenging
or questioning the validity or effectiveness of any license or agreement with respect thereto, and, to the knowledge of LD, no
valid basis for any such claim exists;


 


(iii)        for
each issued, unexpired patent or pending patent application listed under Patent Rights in Exhibit A, in all material respects,
(A) all necessary application, annuity, maintenance and renewal fees in connection with all patent applications have been paid
and (B) all necessary documents and certificates in connection therewith have been filed with the relevant authority for the purpose
of maintaining the patent registrations or applications.


 


(c)          Neither
LD nor any of its Affiliates have any knowledge that any of the statements or opinions expressed in the November 29, 2012 opinion
from McLane, Graf, Raulerson & Middleton
with respect to the Technology, a copy of which is attached as Exhibit 4.1.6(c) of this Agreement and which is incorporated herein
by reference, are not true, correct or complete with respect to the Technology as it exists as of the date of this Agreement and
as of the Closing Date or that the Technology infringes upon the intellectual property rights of any Third Party including without
limitation Fluidnet Corporation, its predecessors and Affiliates.


 


4.1.7           The
list of items included on Exhibit D (Tangible Assets) is a true, correct and complete list of all tangible items and components
related to the Product (including without limitation the Product Accessories) in existence as of the date hereof and as of Closing.
All such items are on-site at the premises of LD unless otherwise indicated on Exhibit D.


 


4.1.8           LD
hereby confirms that the Shares were acquired for investment for LD’s own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, and that LD has no present intention of selling, granting any participation
in, or otherwise distributing the same. By executing this Agreement, LD further represents that LD does not presently have any
contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participants to such person or to any
third person, with respect to any of the Shares. LD has not been formed for the specific purpose of acquiring the Shares.


 




    12 


     


    

 


4.1.9           LD
has had an opportunity to discuss PMI’s business, management, financial affairs and the terms of the conditions of the offering
of the Shares with PMI’s management.


 


4.1.10         LD
understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of LD’s representations as expressed herein. LD understands that the Shares are “restricted securities”
under applicable United States federal and state securities laws and that, pursuant to these laws, LD must hold the Shares indefinitely
unless they are registered with the Securities and Exchange Commission and qualified by state authorities or an exemption from
such registration and qualification requirements is available. LD acknowledges that PMI has no obligation to register or qualify
the Shares. LD further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on
requirements relating to PMI which are outside of LD’s control, and which PMI is under no obligation and may not be able to satisfy.


 


4.1.11         LD
understands that no public market now exists for the Shares, and that PMI has made no assurances that a public market will ever
exist for the Shares.


 


4.1.12         LD
understands that the certificate representing Shares may bear any one or more of the following legends: (a) any legend set forth
in, or required by, the other Transaction Agreements; (b) any legend required by the securities laws of any state to the extent
such laws are applicable to the Shares represented by the certificate so legended; and (c) the following legend:


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”


 


4.1.13         LD
is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. LD is an investor in
securities of companies in the development stage and acknowledges that LD is able to fend for itself, can bear the economic risk
of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in the Shares.


 


4.1.14         Neither
LD nor any of its officers, directors, employees, agents, shareholders or partners has either directly or indirectly, including
through a broker or finder (a) engaged in any general solicitation with respect to the offer and sale of the Shares, or (b) published
any advertisement in connection with the offer and sale of the Shares.


 




    13 


     


    

 


4.1.15         LD
has read in their entirety and fully understands the risk factors set forth on Appendix A attached hereto (the “Risk Factors”).
LD has decided to enter into this Agreement, and is purchasing the Shares, fully cognizant of the Risk Factors and is willing
to assume the risk of making an investment in PMI, which includes without limitation the risk of loss of LD’s entire investment
in the Shares.


 


4.1.16         LD
acknowledges and agrees that except for the representations and warranties of PMI set forth in Section 4.2, PMI has not made any
representation or warranty, expressed or implied, as to PMI or as to any other matter, and LD is not relying upon any representation
or warranty except for the representation and warranties set forth in Section 4.2. LD acknowledges and agrees that PMI has disclaimed
any other representations and warranties made by PMI or by any officer, director, employee, agent, attorney or other representative
of PMI with respect to the execution and delivery of this Agreement or any of the transactions contemplated by this Agreement,
notwithstanding the delivery or disclosure to LD of any document or any other information with respect to one or more of the foregoing.


 


4.1.17         LD
has conducted, directly or through its representatives, to the extent it deems sufficient, a review and analysis of the business,
assets, liabilities, risks, regulatory issues, prospects of and other matters pertaining to PMI and acknowledges that it has been
provided with such access to PMI as has been requested for such purposes. In entering into this Agreement, LD has relied solely
upon the representations and warranties set forth in Section 4.2, any such investigation and analysis of PMI, and such other factors
or considerations as LD has deemed appropriate and sufficient, and LD acknowledges and agrees that it has not been induced by
and has not relied upon any representations, warranties or statements, whether express or implied, made by PMI or any other representative
or agent of PMI that are not set forth in Section 4.2, whether or not such representations, warranties or statements were made
in writing or orally.


 


4.2           As
to PMI. PMI represents and warrants to LD that the statements contained in this Section 4.2 are true, correct and complete
as of the date hereof and as of the Closing.


 


4.2.1           Authorization.
PMI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. PMI has the
full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations under this
Agreement. All corporate actions or proceedings required to be taken by or on the part of PMI to authorize and permit the execution
and delivery by PMI of this Agreement and to perform its respective obligations under this Agreement have been taken. This Agreement
has been duly executed and delivered by PMI and constitutes the legal, valid and binding obligation of PMI, enforceable in accordance
with its terms and conditions subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general
application affecting the rights and remedies of creditors and to general principles of equity.


 


4.2.2           Noncontravention.
Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby and thereby
by PMI will (i)          conflict with or result in a breach of or default under
the organizational documents of PMI, or (ii)         violate any material legal requirement
to which PMI or any of its assets or property is subject.


 




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4.2.3           Consents.
No Consents, Filings or Notices are required for PMI to accomplish the transactions contemplated by this Agreement.


 


4.2.4           Litigation.
There is no Action pending or, to the knowledge of PMI, threatened against or involving any of PMI or its Affiliates that could
adversely affect the ability of PMI to consummate the Closing or perform any obligations under this Agreement.


 


4.2.5           Capitalization.
The authorized capital of PMI consists, immediately prior to the date hereof, of fifty million shares of common stock, $0.001
par value per share (the “Common Stock”), 5,640,817 shares of which are issued and outstanding as of the date hereof.
All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance
with all applicable federal and state securities laws. As of the date hereof, except for common stock purchase warrants exercisable
at $3.00 per share to purchase 4,052,412 shares of common stock issued in connection with PMI’s financing, PMI has no stock options,
warrants or stock rights or plans related to the same for officers, directors, employees or consultants of PMI and all of PMI’s
outstanding shares of Common Stock are fully vested.


 


4.2.6           Valid
Issuance of Shares. The Shares have been validly issued and are fully paid and non-assessable, free and clear of any liens
or encumbrances, other than the transfer restrictions described in this Agreement, transfer restrictions imposed by PMI’s bylaws,
if any, and transfer restrictions imposed under state and federal securities laws. Assuming the accuracy and completeness of LD’s
representations hereunder, the Shares were offered, issued and sold in compliance with all Federal and state securities law and
were exempt from registration thereunder.


 


4.2.7           No
Other Representations and Warranties. Except as expressly set forth in Section 4.2 of this Agreement, PMI makes no
representation or warranty, express or implied, at law or in equity with respect to this Agreement, or otherwise.


 


5.          Indemnification


 


5.1           Indemnification
by LD. LD shall indemnify, defend and hold harmless PMI and its Affiliates and Representatives, whether or not involving a
Third Party Claim, against all Losses relating to or arising out of:


 


(a)          the
breach of any representation or warranty of LD under Section 4.1 of this Agreement or the breach of any covenant or obligation
in this Agreement or the Development Agreement; provided, however, LD and Jeffrey Carlisle shall jointly and severally indemnify,
defend and hold harmless PMI and its Affiliates and Representatives with respect to the breach of any representation or warranty
set forth in Section 4.1.5 and Section 4.1.6 hereof and for Claims or Actions by any Third Party relating to the ownership of
the Technology;


 




    15 


     


    

 


(b)          any
Claims or Actions by any Third Party arising under or relating to the Transferred Assets arising during, or otherwise relating
to, the time period prior to the Closing; and


 


(c)          any
obligation or liability of LD or its Affiliates to any Third Party not expressly assumed by PMI under this Agreement.


 


5.2           Indemnification
by PMI. PMI shall indemnify, defend and hold harmless LD and its Affiliates and Representatives, whether or not involving
a Third Party Claim, against all Losses relating to or arising out of:


 


(a)          the
breach of any representation or warranty of PMI in Section 4.2 of this Agreement or the breach of any covenant or obligation of
PMI in this Agreement or the Development Agreement;


 


(b)          any
Claims or Actions by any Third Party arising out of or relating to the exploitation by PMI or its Affiliates of or relating to
products, product systems or procedures derived from or based on the Transferred Assets including claims that the practice of
the Technology infringes the intellectual property rights of Third Parties, except to the extent that the Claim or Action shall
be an obligation of LD under Sections 5.l(b) or 5.l(c) or a breach of LD’s representation or warranties under Section 4.1; and


 


(c)          any
obligation or liability of PMI or its Affiliates to any Third Party except for those retained by LD hereunder.


 


5.3           Notice
of Claims. If an Indemnified
Party intends to seek indemnification pursuant to this Agreement, such Indemnified Party shall promptly notify the Indemnifying
Party in writing of the Claim for which indemnification is sought, including any Third Party Claims in respect of which indemnification
is sought under this Agreement. Any such notice shall set forth in reasonable detail, in light of the circumstances then known
to the Indemnified Party, the facts, circumstances and basis of the Claim and, if the Claim relates to a Third Party Claim, shall
include copies of all papers served upon or received by the Indemnified Party relating thereto. Any delay in the provision of
such notice and accompanying materials shall not affect any rights under this Agreement except to the extent that the Indemnifying
Party is actually and materially prejudiced thereby (and except that the Indemnifying Party shall not be liable for any expenses
incurred during the period in which the Indemnified Party failed to give such notice).


 


5.4           Third
Party Claims. The Indemnified Party shall have the sole and exclusive right to control of the defense of any Third Party Claim
with counsel of its choice, and the Indemnified Party’s reasonable legal fees and expenses shall constitute part of the Losses
indemnified under this Agreement. The Indemnified Party may consent to the entry of any judgment or enter into any compromise
or settlement with respect to, the Third Party Claim; provided, that the Indemnifying Party will not be bound by the entry of
any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent
will not be unreasonably withheld or delayed).


 




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6.          Covenants.


 


(a)          LD
shall ensure that, at all times during the Pre-Closing Period, on reasonable notice, PMI is provided with reasonable access to
the personnel and assets of LD, and to all existing books, records, work papers and other documents and information relating to
the Acquired Intellectual Property Rights. PMI hereby agrees that any information or knowledge obtained pursuant to this Section
6(a) shall be subject to the terms of that certain Confidential Agreement dated as of February 18, 2014 between LD and PMI (the
“NDA”).


 


(b)          LD
shall use its reasonable efforts to ensure that, during the Pre- Closing Period, the following covenants are complied with, but
only as they relate to Transferred Assets:


 


(i)          LD
conducts its operations in the ordinary course of business consistent with past practice


 


(ii)         LD
shall pay as they become due any material undisputed trade and supplier payables;


 


(iii)        LD
shall not sell, transfer, lease, assign, license or otherwise dispose of any of the Transferred Assets or creates or incurs any
material Encumbrance thereon; and


 


(iv)        LD
shall not (i) enter into any contract that limits in any material respect the conduct of the business; or (ii) waive, release
or assign any material rights, claims or benefits of its business.


 


(c)          Notices
of Certain Events. During the Pre-Closing Period, each Party shall promptly notify the other Party of:


 


(i)          any
Action commenced pertaining to the respective Party that, if pending on the date of this Agreement, would have been required to
have been disclosed pursuant to Section 4.1.4 or that seeks to prohibit the consummation of the Transactions;


 


(ii)         any
inaccuracy of any representation or warranty contained in this Agreement that could reasonably be expected to cause the conditions
set forth in Section


3.4.1 or 3.4.2 not to be satisfied;


 


(iii)        any
failure to comply with any covenant or agreement to be complied with by it hereunder to the extent that such failure would reasonably
be expected to cause the conditions set forth in Sections 3.4.1 or 3.4.2 not to be satisfied;


 


(iv)        provided,
however, that, except as otherwise provided in this Agreement, the delivery of any notice pursuant to this Section shall not limit
or otherwise affect the remedies available hereunder to the party receiving that notice.


 


(d)          During
the Pre-Closing Period, the Parties shall use its reasonable efforts to cause the conditions set forth in Section 3.4.1 and 3.4.2
to be satisfied on a timely basis.





 




    17 


     


    

 


7.          Further
Assurances. From time to time upon request by PMI, LD will, and will cause its Affiliates to, execute, acknowledge
and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers,
license grants, conveyances, powers of attorney, and assurances that may be required to carry out the purposes of this Agreement.
Without limiting the foregoing, following the Closing, LD shall take such further actions that are reasonably necessary to accomplish
the complete transfer and assignment of LD’s rights, title and interests in and to the Transferred Assets to PMI. LD shall provide
to PMI all correspondence relating to the prosecution of the Assigned Patent Rights (unless PMI shall have requested the delivery
of same as part of the Transferred Assets).


 


8.          Third
Party Action. Except as agreed to by the Parties in writing, following the Closing, PMI will have the sole and exclusive
right and discretion to enforce the rights, title and interests in and to the Transferred Assets against Third Parties. If
PMI is unable to enforce any obligation or other right without LD being party to an Action, then LD shall voluntarily join
as a party in such Action as necessary to enforce any such obligation or other right; provided, that PMI agrees in advance to
reimburse LD for its reasonable fees, costs and expenses relating thereto. Following the Closing, LD shall not testify (whether
by declaration, affidavit, or in person) and LD shall not challenge or assist any Third Party in challenging the validity, enforceability
or value of the Assigned Intellectual Property Rights or other Transferred Assets, in each case other than under subpoena or similar
legal order.


 


9.          Confidentiality.
The Receiving Party agrees to maintain the confidentiality of the Confidential Information of the Disclosing Party and agrees
not to disclose or use (except as permitted or required for performance by the Receiving Party of its rights or duties hereunder)
any Confidential Information of the Disclosing Party. The Receiving Party further agrees to cause its and its Affiliates’ present
and future employees, officers, agents and consultants to comply with the foregoing. If
the Receiving Party is requested or required to disclose any Confidential Information of the Disclosing Party pursuant
to any order or decree of a court of competent jurisdiction or any applicable law, the Receiving Party shall endeavor to provide
the Disclosing Party with advance written notice of any such request or requirement (to the extent practicable) and shall provide
reasonable assistance to the Disclosing Party if the Disclosing Party desires to seek a protective order or other appropriate
remedy. If, in the absence of a protective order or other remedy,
the Receiving Party is nonetheless legally compelled to disclose Confidential Information, the Receiving Party may, without liability
hereunder, disclose that portion of the Disclosing Party’s Confidential Information that the Receiving Party’s legal counsel advises
is legally required to be disclosed.


 




    18 


     


    

 


10.         Public
Statements. The Parties acknowledge and agree that no Party or its Affiliate shall publicly disclose information regarding
the terms of this Agreement or the transactions contemplated hereunder or thereunder. Notwithstanding the foregoing provision,
the Parties and their respective Affiliates shall not be prohibited from making any disclosure or release that is required by
law, court order, or applicable regulation or that is required to protect any intellectual property right in any territory; provided,
however, that prior to any such disclosure or release, the Party proposing to so disclose or release information regarding the
terms of this Agreement shall notify the other Party, and the Parties shall cooperate to seek applicable limitations on the public
availability of any information that either PMI or LD considers sensitive or confidential; provided further that the Parties may
disclose the terms of this Agreement to bona fide potential corporate partners, prospective investors, acquirers and merger partners,
and other persons, who, in the reasonable opinion of the disclosing party, have a need to know such information.


 


11.         Survival.
The terms of this Agreement and all provisions hereof, including all representations, warranties, promises, agreements and covenants,
are contractual and shall survive the execution and delivery of this Agreement and the Closing for an indefinite period of time;
provided, however, that the representations and warranties set forth in Sections 4.1.4; 4. l.6(b)(i); 4. l.6(b)(ii) except for
the last clause which reads “and, to the knowledge of LD, no valid basis for any such claim exists”; 4. l.6(b)(iii);
4.1.6(c) except for the representation and warranty at the end thereof as to the lack of knowledge that the Technology infringes
upon the intellectual property rights of any Third Party including without limitation Fluidnet Corporation, its predecessors and
Affiliates; 4.1.7; 4.1.8; 4.1.10; 4.1.11; 4.1.12; 4.1.13; 4.1.14; and 4.2.4 (collectively the “Expiring Representations”)
shall survive for a period of eighteen (18) months following the Closing. Claims for indemnification with respect to any of the
Expiring Representations must be asserted pursuant to the provisions in Section 5.3 of this Agreement within eighteen months following
the Closing.


 


12.         No
Third Party Beneficiaries. Except as specifically provided in this Agreement, this Agreement shall not confer any rights or
remedies upon any Person other than the Parties and their respective successors and permitted assigns.


 


13.         Entire
Agreement. Except as agreed to by the parties in writing, this Agreement, together with the Exhibits, attachments, appendices
and schedules hereto, together with the Development Agreement and any exhibits, attachments, appendices and schedules thereto,
constitute the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or
among the Parties, whether written or oral, with respect to the subject matter hereof including, without limitation, effective
upon the Closing with respect to the matters contemplated by this Agreement, the Term Sheet.


 




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14.         Successors
and Assigns. Neither this Agreement nor the rights or obligations of the Parties under this Agreement shall be assignable
without the written consent of the non-assigning Party and any such purported assignment without the written consent of the non-assigning
Party shall be void and without effect; provided, however that PMI may assign its rights hereunder at the closing of a sale of
all or substantially all of the assets relating to the Technology or a change of control transaction in which the holders of the
voting securities of PMI immediately before such transaction own less than 50% of the voting securities of the surviving entity
immediately after giving effect to such transaction. Except as otherwise provided herein, this Agreement and all covenants and
agreements contained herein shall be binding upon and inure to the benefit of the Parties hereto, their permitted successors,
permitted representatives and permitted assigns.


 


15.         Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. In the event that any term or provision of this Agreement
would, under applicable law, be invalid or unenforceable in any respect, each Party intends that such provision will be construed
by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable
law. For any such invalid or unenforceable provision, the Parties shall use commercially reasonable efforts to negotiate a substitute
valid and enforceable provision while preserving to the fullest extent possible the intent and agreements of the Parties set forth
herein.


 


16.         Counterparts.
This Agreement, and the Closing, may be executed in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument, notwithstanding variations in format or file designation which
may result from the electronic transmission, storage and printing of copies of this Agreement from separate computers or printers.
Facsimile signatures and signatures transmitted via PDF shall or by any other electronic means shall be treated as original signatures.
Notwithstanding the foregoing, and for the avoidance of doubt, LD shall deliver to PMI the original, executed Patent Assignment
and Trademark Assignment for their safekeeping.


 


17.         Headings.
The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.


 


18.         Notices.
All communications between LD and PMI relating to this Agreement and the subject matter hereof shall be directed to the persons
designated to receive notices set forth in this Section 18 or such other individuals as they may designate. All notices, requests,
demands, Claims and other communications under this Agreement shall be in writing. Any notice, request, demand, Claim or other
communication under this Agreement shall be deemed duly given (i) when delivered personally to the recipient, (ii) upon confirmation
of facsimile (with a confirmation copy to be sent by overnight delivery) or (iii) one business day following the date sent when
sent by overnight delivery, at the following address:


 




    20 


     


    

 


lf to LD:


Jeffrey Carlisle, Member


Leveraged Developments LLC


75 Congress St, LL05


Portsmouth, NH 03801


 


lf to PMI:


Jerry Ruddle, President and COO


Point Medical, Inc.


665 Martinsville Rd, Ste 219


Basking Ridge, NJ 07920


 


Either Party may change
the named party and address to which notices, requests, demands, Claims and other communications under this Agreement are to be
delivered by giving the other Party notice in the manner herein set forth.


 


19.         Governing
Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties hereto submit to
the exclusive jurisdiction of the State and Federal courts in the State of Delaware and New Castle County with respect to any
dispute.


 


20.         Amendments
and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed
by PMI and LD. No waiver by any Party of any provision of this Agreement or any default, misrepresentation or breach of warranty
or covenant under this Agreement, whether intentional or not, shall be valid unless the same shall be in writing and signed by
the Party making such waiver nor shall such wavier be deemed to extend to any prior or subsequent default, misrepresentation or
breach of warranty or covenant under this Agreement or affect in any way any rights arising by virtue of any prior or subsequent
such occurrence. Any consent, waiver or amendment signed by LD shall be deemed the consent, waiver or amendment of LD and its
Affiliates and any consent, waiver or amendment signed by PMI shall be deemed the consent, waiver or amendment of PMI’s and its
Affiliates pursuant hereto.


 


21.         Expenses.
Except as expressly stated otherwise, each of the Parties will bear his or its own costs and expenses (including legal and accounting
fees and expenses) incurred in connection with this Agreement and transactions contemplated hereby and thereby.


 


IN WITNESS WHEREOF,
PMI and LD intending legally to be bound hereby have caused this Asset Purchase and Intellectual Property Assignment Agreement
to be duly executed as of the date first above written.


 


[Signature Page Follows]


 




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	POINT MEDICAL, INC.	 
	 	 	 
	By: 	/s/ Jerry C Ruddle	 
	Name: 	Jerry C Ruddle	 
	Title: 	President and COO	 
	Date: 	10/24/14	 


 


	LEVERAGED DEVELOPMENTS LLC	 
	 	 	 
	By:	/s/ Jeffrey Carlisle	 
	Name: 	Jeffrey Carlisle.	 
	Title: 	Member	 
	Date: 	10/24/14	 



 


	SOLELY WITH RESPECT TO SECTION 5.1(a):	 
	/s/ Jeffrey Carlisle	 	 
	 	 	 
	Jeffrey Carlisle individually	 	 
	 	 	 
	Date: 10/24/14	 	 


 




    22 


     


    

 


EXHIBIT A


 


LISTING OF ASSIGNED PATENT RIGHTS AND ASSIGNED TRADEMARK RIGHTS


 


Patents


 


		1.	PNEUMATICALLY COUPLED
                                         DIRECT DRIVE FLUID CONTROL SYSTEM AND PROCESS



 


	Country	Filing Date	Appl. Serial No.
	 	 	 
	United States	May 22, 2014	14/285,278
	 	 	 
	Patent Cooperation Treaty (PCT)	May 22, 2014	PCT/US2014/03 9207


 


		2.	PNEUMATICALLY COUPLED
                                         FLUID CONTROL SYSTEM AND PROCESS WITH AIR DETECTION AND ELIMINATION



 


	Country	Filing Date	Appl. Serial No.
	 	 	 
	United States	May 22, 2014	14/285,314
	 	 	 
	Patent Cooperation Treaty (PCT)	May 22, 2014	PCT/US2014/039211


 


Trademarks


 


		1.	“BREEZETM”



		2.	“BREEZETALKTM”



		3.	“MULTI SOURCE
                                         SELECTORTM”



 


Domain Name


 


		1.	www.ivbreeze.com



 




     

     


    

 


EXHIBIT B


 




     

     


    

 


ASSIGNMENT OF PATENTS AND PATENT
APPLICATIONS


 


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Leveraged Developments LLC,
a New Hampshire limited liability company with an address of 75 Congress Street, Portsmouth NH 03801 (“Assignor”), for
itself and its successors and assigns, hereby assigns to Point Medical Inc., a Delaware corporation having an office at 665 Martinsville
Road, Basking Ridge, NJ 07920, its successors and assigns (“Assignee”), all right, title and interest in and to the
patents and patent applications set forth on Schedule A attached hereto and made a part hereof, together with all rights
to any inventions and discoveries disclosed therein, any divisional, renewal, substitute, continuation or convention applications
based in whole or in part upon any of such inventions or discoveries or upon such patents and/or patent applications, and any
letters patent and extension or reissue patents hereafter granted in respect of such inventions and/or discoveries or any such
patents and/or patent applications (collectively, the “Patents”).


 


This Assignment is being executed in connection
with that certain Asset Purchase and Intellectual Property Assignment Agreement dated October 29, 2014.


 


This Assignment of Patents and Patent
Applications includes the right to file patent applications in any countries with respect to any of the Patents in Assignee’s
own name or such other name(s) as Assignee may choose, the right to claim for any and all damages by reason of past infringement
of the rights so sold, transferred and assigned, and the right to sue for and collect the same for Assignee’s own use and enjoyment
and for the use and enjoyment of its successors and assigns, the same to be held and enjoyed by Assignee, its successors and assigns,
to the full end of the term thereof. Assignor authorizes the Commissioner of Patents to issue or transfer to Assignee all letters
patent issued with respect to any of such Patents.


 


IN WITNESS WHEREOF, Assignor has
executed this Assignment of Patents and Patent Applications as of this     day of           2014.


 


	 	[ASSIGNOR]
	 	 
	 	LEVERAGED DEVELOPMENTS LLC
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




     

     


    

 


SCHEDULE A


 


U.S. PATENTS


 


	Patent No.	 	Date Filed	 	Date
    Issued
	 	 	 	 	 
	None	 	 	 	 


 


U.S. PATENT APPLICATIONS


 


	Application 	 	 	 	 
	Serial No.	 	Title	 	Date Filed
	 	 	 	 	 
	14/285,324	 	PNEUMATICALLY COUPLED FLUID CONTROL SYSTEM AND PROCESS WITH
    AIR DETECTION AND ELIMINATION	 	05/22/2014
	 	 	 	 	 
	14/285,278	 	PNEUMATICALLY COUPLED DIRECT DRIVE FLUID CONTROL SYSTEM AND PROCESS	 	05/22/2014


 


INTERNATIONAL
PATENT APPLICATIONS


 


	PCT/US2014/039211	 	PNEUMATICALLY COUPLED FLUID CONTROL SYSTEM AND PROCESS WITH AIR DETECTION
    AND ELIMINATION	 	05/22/2014
	 	 	 	 	 
	PCT/US2014/039207	 	PNEUMATICALLY COUPLED DIRECT DRIVE FLUID CONTROL SYSTEM AND PROCESS	 	05/22/2014


 




     

     


    

 


	STATE OF ________________	 
	 	ss.
	COUNTY OF ________________	 


 


Before me, a notary public, in and for
the state and county aforesaid, on this ______ day of ______, 20___ personally appeared                            
who, having been by me duly sworn and having executed the foregoing instrument in my presence, did depose and say that she/he
intends to be legally bound thereby and intends that said instrument be properly recorded.


 


	 	 
	 	NOTARY PUBLIC
	 	 
	 	My Commission Expires:


 




     

     


    

 


	STATE OF ________________	 
	 	ss.
	COUNTY OF ________________	 


 


Before me,
a notary public, in and for the state and county aforesaid, on this ______ day of ______20___,
personally appearedwho, having been by me duly sworn and having executed the foregoing instrument in my presence, did depose
and say that he is the ______ of ______
the corporation that executed the foregoing instrument; that he executed said instrument
on behalf of said corporation; and that he was duly authorized to do so,_______________, intending to be legally bound thereby
and intending that said instrument be properly recorded.


 


	 	 
	 	NOTARY PUBLIC
	 	 
	 	My Commission Expires:


 




     

     


    

 


EXHIBIT C


 




     

     


    

 


ASSIGNMENT
OF TRADEMARKS AND SERVICE MARKS


 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, LEVERAGED DEVELOPMENTS
LLC, a New Hampshire limited liability company with an address of 75 Congress Street, Portsmouth, NH 03801 (“Assignor”),
for itself and its successors and assigns, hereby transfers and assigns to Point Medical, Inc., a Delaware corporation with an
address of 665 Martinsville Road, Basking Ridge, NJ 07920 (“Assignee”), its successors and assigns, all right,
title and interest that Assignor may have in and to any and all trademarks and service marks set forth on Schedule A attached
hereto and made a part hereof, together with all goodwill associated therewith (collectively, the “Marks”).


 


This Assignment is being executed in connection
with a certain Asset Purchase and Intellectual Property Assignment Agreement dated October 29, 2014.


 


This Assignment of Trademarks and Service
Marks includes the right to apply for registration of any and all of the Marks in any and all jurisdictions where such registration
is desired by Assignee, the right to renew any existing registrations, and the right to claim for any and all damages by reason
of past infringement of any of such Marks, with the right to sue for and collect the same for Assignee’s own use and enjoyment
and for the use and enjoyment of its successors and assigns.


 


IN WITNESS WHEREOF, Assignor has
caused this Assignment of Trademarks and Service Marks to be executed by its duly authorized officer and its corporate seal to
be hereunto affixed on this ______ day of                     ,
2014.


 


	 	ASSIGNOR
	 	LEVERAGED DEVELOPMENTS LLC
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




     

     


    

 


SCHEDULE A


 


TRADEMARKS AND SERVICE
MARKS


 


U.S. Trademark/Service Mark Registrations: None.


 


U.S. Trademark/Service Mark Applications: None.


 


Unregistered Marks:


 


BREEZE for pumping modules for IV infusion
pumps and disposable IV infusion cassettes


 


BREEZETALK for a control language for IV infusion pumping modules


 


MULTI SOURCE SELECTOR for selector modules
for IV infusion pumps that allow for automatic selection of multiple medications and fluids


 


Confusingly similar variations
of any of the registered or unregistered trademarks and/or service marks listed on this Schedule A.


 


All other registered and unregistered
trademarks and service marks used and owned by Assignor in connection with its IV fluid flow control systems business, together
with the goodwill associated therewith.


 


Domain Names:


 


IVBreeze.com


 




     

     


    

 


	STATE OF ——	 
	 	ss.
	COUNTY OF ——	 


 


Before me, a notary public, in and for
the state and county aforesaid, on this ___day of _______, 20___, personally appeared, who, having been by me duly
sworn and having executed the foregoing instrument in my presence, did depose and say that he is the President of____________[Assignor],
the limited liability company that executed the foregoing instrument; that he executed said instrument on behalf of said limited
liability company on; and that he was duly authorized to do so,___________ [Assignor] intending to be legally bound thereby and
intending that said instrument be properly recorded.


 


	 	 
	 	NOTARY PUBLIC
	 	 
	 	My Commission Expires:


 




     

     


    

 


EXHIBIT D


 


TANGIBLE ASSETS


 


		1.	Labview, DELL based
                                         workstation with Labview RT and FPGA boards.



		2.	Volumetric scale
                                         0-200 g , 5 mg resolution, 2 HZ



		3.	2 size weight appearance
                                         models of Breeze pump



		4.	1 size weight/
                                         power charger modules



		5.	3 prototype modules
                                         for Multi Source Selector



		6.	FileMaker licenses
                                         (3)



		7.	Solidworks licenses
                                         (2)



		8.	70+ pilot run cassettes



		9.	2 life cycle pump
                                         fixtures



		10.	Reatlime pump
                                         testing platforms (4)



		11.	BTLE modules,
                                         TI (3)



		12.	Cassette proto
                                         tooling and laser



 




     

     


    

 


EXHIBIT E


 


RELEASE OF INTELLECTUAL PROPERTY SECURITY
INTEREST


 


This Release of Intellectual Property
Security Interest, dated as of, 2014, by and between Mack Holding Company, a Vermont corporation with offices located at Warm
Brook Road, Arlington, VT 05250 (“Mack”) and Leveraged Developments LLC, a New Hampshire limited liability company with
offices located at 75 Congress Street, Portsmouth, NH 03801 (‘LD”). Mack and LD are individually a “Party”, and
together are the “Parties,” to this Agreement.


 


WITNESSETH


 


WHEREAS, pursuant to the terms of the Loan
and Security Agreement, dated December 1, 2012, between Mack and LD for the purpose Mack providing to LD a loan of up to Six Hundred
Thousand Dollars ($600,000) and in securing said loan LD granted to Mack a security interest in various LD Collateral (as defined
within the Loan and Security Agreement) to Mack;


 


WHEREAS, a portion of this LD Collateral
covers General Intangibles (as defined within the Loan and Security Agreement) which in part covers (i) Patents, Patent Applications,
and Patent Licenses, and (ii) Trademarks, Trademark Applications and Trademark Licenses (both (i) and (ii) as defined in the Loan
and Security Agreement and as applied identically herein);


 


WHEREAS, Mack has agreed to terminate
and release its security interest and all of its right, title and interest in each of LD “Patents, Patent Applications, and
Patent Licenses” and LD “Trademarks, Trademark Applications and Trademark Licenses” as herein provided;


 


NOW THEREFORE, in consideration of the
foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:


 


1.          Recitals.
The representations contained in the foregoing ‘WHEREAS clauses’ are incorporated into this Agreement as if fully set forth herein.


 


2.          Release
and Assignment. Mack hereby terminates and releases its security interest in and lien on all of LD’s (i) Patents, Patent
Applications, and Patent Licenses and (ii) Trademarks, Trademark Applications and Trademark Licenses, and Mack hereby assigns
and transfers to LD, without recourse, all of the Mack’s right, title and interest in and to each of LD’ s (i) Patents, Patent
Applications, and Patent Licenses, and (ii) Trademarks, Trademark Applications and Trademark Licenses, as of the date set forth
above.


 


3.          Acknowledgment
and Acceptance. LD hereby acknowledges and accepts the foregoing release and assignment by Mack of the Collateral pursuant
to Section 2.


 




     

     


    

 


4.          Counterparts.
This Release may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument, notwithstanding variations in format or file designation which may result from the
electronic transmission, storage and printing of copies of this Agreement from separate computers or printers. Facsimile signatures
and signatures transmitted via PDF shall or by any other electronic means shall be treated as original signatures.


 


5.          Entire
Agreement. Except as agreed to by the parties in writing, this Agreement constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements or representations by or among the Parties, whether written or oral, with
respect to the subject matter hereof.


 


6.          Governing
Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New Hampshire
without giving effect to any choice or conflict of law provision or rule (whether of the State of New Hampshire or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of New Hampshire. The Parties hereto submit
to the exclusive jurisdiction of the State and Federal courts in the State of New Hampshire and Merrimack County with respect
to any dispute.


 


IN WITNESS WHEREOF,
MACK and LD intending legally to be bound hereby have caused this Release of lntellectual Property Security Interest to be duly
executed as of the date first above written.


 


	MACK HOLDING COMPANY	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 


 


	LEVERAGED DEVELOPMENTS LLC	 
	 	 	 
	By:	 	 
	 	 	 
	Name: 	Jeffrey Carlisle	 
	 	 	 
	Title:	Member	 
	 	 	 
	Date:	 	 


 




     

     


    

 


Exhibit 3.4.l(c)


 


Mack Loan Indemnification Letter


 


Point Medical, Inc.


665 Martinsville Road


Basking Ridge, NJ 07920


 



            , 2014


 


Leveraged Developments,


LLC 75 Congress Street


Portsmouth, NH 03801


Attn: Mr. Jeffrey Carlisle


 


Dear Mr. Carlisle:


 


Point Medical, Inc.
(“PMI”) hereby agrees to defend, indemnify and hold Leverage Developments, LLC (“LD”) and LD’s
Affiliates, managers, members, officers, agents, and employees (the “Indemnified Parties”) harmless to the fullest extent
permitted by law, from and against any and all liabilities, demands, debts, losses, expenses (including reasonable attorneys’
fees), claims, damages, or obligations which the Indemnified Parties have, had, or may have under the “Mack Loan Agreements”
(as defined in that certain Asset Purchase and Intellectual Property Assignment Agreement by and between PMI and LD dated October
24, 2014 (the “APA”), such agreements being (i) the Promissory Note in the amount of $600,000, (ii) the Loan
and Security Agreement, and (iii) the Membership Agreement, each between LD and Mack Holding Company (“Mack”)
dated December 1, 2012). Terms used but not defined herein shall have the meaning ascribed to them by the APA.


 


This agreement is
made and entered into pursuant to Section 3.4.1(c) of the APA and is in consideration of the matters set forth in the APA including
without limitation the delivery by LD to PMI of the LD Note to PMI.


 


LD shall give prompt
written notice to PMI of receipt of any written notice or demand by any of the Indemnified Parties made by Mack under the Mack
Loan Agreement in accordance with the terms of the notice provisions of Section 18 of the APA.
Failure to give prompt notice shall not relieve PMI of its obligations hereunder, unless the failure to so notify actually
results in damage or material prejudice to PMI.


 


LD shall reasonably
cooperate with and assist PMI in respect of any demand or claim by Mack under the Mack Loan Agreements; provided, however, that
such cooperation and assistance shall not be deemed to require any payment by LD on account of the Mack Loan Agreements or other
payment by LD. Without limiting the foregoing, upon receipt of any such notice or demand from Mack, PMI in its sole discretion
may determine to exclusively deal with Mack in respect thereto, and in such event, LD, following written notice as to same from
PMI, shall not negotiate, confer or communicate with Mack in respect of same except as directed by PMI.


 




     

     


    

 


In the event of any breach of PMI’s agreements
and obligations under this letter agreement as set forth above, PMI, following written notice thereof and a ten day opportunity
to cure, shall be liable to the Indemnified Parties, in addition to any other remedies, for any Indemnified Party’s reasonable
attorney’s fees and costs incurred in enforcing its rights under this letter agreement; provided however that PMI shall not be
liable for such fees and costs in the event that LD shall be in breach of its obligations provided for in this letter agreement
or in the event that LD shall be in default of its obligations under the LD Note to PMI.


 


Very truly yours,


 


POINT MEDICAL, INC.


 


BY:


Jerry Ruddle, President and COO


 




     

     


    

 


Disclosure Schedule


to


Point Medical, Inc/Leveraged Developments
LLC


Asset Purchase and Intellectual Property
Assignment Agreement


 


	Section 4.1.2	 
	Mack Loan Agreement	 
	 	 
	Section 4.1.3	 
	Mack Loan Agreement	 
	 	 
	Section 4.1.5	 
	Mack Loan Agreement	 
	Mack Manufacturing Agreement