Exhibit 10.7


 


AMENDED
AND RESTATED PATENT SECURITY AGREEMENT 


 


This
AMENDED AND RESTATED PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is entered into as of August 25,
2021 by and between [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 Amended and Restated 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:	[SUBSIDIARY]
	 	 	 
		By:	/s/
    Daniel L. Hodges
	 	 	Name: 	Daniel L. Hodges
	 	 	Title:	Authorized Agent



 


	Accepted and Agreed:	 
	 	 
	LIND GLOBAL ASSET MANAGEMENT IV, LLC 
	 	 
	By: 	/s/ Jeff Easton	 
	 	Name:	Jeff Easton	 
		Title:	Authorized Signatory	 



 







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SCHEDULE
I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS 


 


	Patent
    Title	Application
    Date	Patent
    No.	Issue
    Date
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


 


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