Exhibit 10.12


 


PATENT SECURITY AGREEMENT


 


February 24, 2015


 


FOR
GOOD AND VALUABLE CONSIDERATION,
receipt and sufficiency of
which are hereby acknowledged, TurnPoint Medical Devices,
Inc., a Delaware corporation
formerly known as Point Medical, Inc.,
(“Grantor”),
hereby grants in favor
of Mack Molding Company, a
Vermont corporation (the “Lender”),
a continuing security interest
in and lien upon the following: (i) all of the Grantor’s
right, title and interest
in, to and under the all of its patents,
patent applications and
patent licenses, including,
but not limited to the patents and patent applications set
forth on Schedule A
attached hereto (the “Patents”),
(ii) any and all rights and privileges arising under applicable
law with respect to
such Grantor’s use of the Patents,
(iii) any and all inventions and improvements described and claimed therein ,
(iv) any and all reissues,
divisions, continuations,
renewals, extensions
and continuations-in-part thereof,
(v) all income, fees,
royalties, damages,
claims and payments now or hereafter
due and/or payable
thereunder and with respect thereto including,
without limitation ,
damages and payments for past, present
or future infringements thereof, (vi) any and all rights
corresponding thereto throughout the world
, and (vii) any and all
rights to sue for past,
present or future infringements thereof and collect damages
for such infringement.


 


THIS
PATENT SECURITY AGREEMENT (this “Grant”)
has been granted in conjunction
with the security interest
granted to the Lender under that certain
Assignment and Assumption ,
Consent and Modification Agreement by and between the Grantor,
Leveraged Developments LLC and the Lender dated as of February 24,
201 5 (as amended
, modified, extended,
restated, replaced , or
supplemented from time to time,
the “Assignment
Agreement ”),
pursuant to which Grantor assumed al l of the Obligations of LD under that certain Loan and Security
Agreement dated as of December I , 2012
by and between Lender and LD (the “Loan
Agreement”). Terms used ,
but not otherwise defined herein shall have
the meanings given to such
terms in the Loan Agreement.


 


This
Grant is made to secure the
satisfactory performance and payment of all
Obligations of the Grantor under
the Assignment Agreement, the
Loan Agreement and the Transaction Agreements
(as defined in the Assignment Agreement) and
related documents. The rights and remedies of the Lender with respect to the security interest
granted herein are as set
forth in the Assignment Agreement and
the Loan Agreement ,
al l terms and provisions of which are incorporated
herein by reference. In the event that any provisions of
this Grant are deemed to conflict
with the Assignment Agreement , the
provisions of the Assignment Agreement shall govern.


 


Signature
Page Follows


 




     


     


    

 


TurnPoint
Medical Devices, Inc. 


Patent
Security Agreement


 


IN WITNESS
WHEREOF, the Grantor
and the Lender have
caused this
Grant to be duly executed
and delivered by their
duly authorized officers as of the
date first above written.


 


	 	GRANTOR:
	 	 
	 	TURNPOINT  MEDICAL  DEVICES, INC.
	 	 	 
	 	By:	/s/ Jerry Ruddle
	 	Name:	Jerry Ruddle
	 	Title:	President & C.O.O.
	 	 	 
	 	LENDER:
	 	 
	 	MACK  MOLDING  COMPANY, INC.
	 	 	 
	 	By :	 
	 	 	Florence  Belnap, its Secretary


 


Signature Page
to Patent Security
Agreement


 




     


     


    

 


TurnPoint Medical
Devices,
Inc. 


Patent Security
Agreement


 


SCHEDULE A


 


Patent Applications


 


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/US201 4/039207


 


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/US201 4/0392 l 1