Exhibit 10.2


 





FORM
OF SECURITY AGREEMENT




  


SECURITY AGREEMENT
(this "Agreement"), dated as of March [__], 2020, by and between Summit
Wireless Technologies, Inc., a Delaware corporation (the "Company") and [_________] (the
 "Secured Party").


 


WHEREAS, the
Company (a) and the Secured Party have entered into that certain Securities Purchase Agreement dated as of the date hereof (as
amended and in effect from time to time, the "SPA") and (b) issued to the Secured Party that certain Senior Secured
Convertible Promissory Note dated as of the date hereof (as amended and in effect from time to time, the "Note");
and


 


WHEREAS, it
is a condition precedent to the Secured Party agreeing to make loans or otherwise extend credit to the Company under the SPA and
the Note that the Company execute and deliver to the Secured Party a security agreement in substantially the form hereof; and


 


WHEREAS, the
Company wishes to grant security interests in favor of the Secured Party as herein provided;


 


NOW, THEREFORE,
in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.                 
Definitions.
All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the SPA. All terms
defined in the Uniform Commercial Code of the State (as hereinafter defined) and used herein shall have the same definitions herein
as specified therein, however, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in
another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9, and the following
terms shall have the following meanings:


 


"Event of Default"
means the occurrence of any "Event of Default" under and as defined in each of the SPA and the Note, or the failure of
the Company to comply with any term or covenant of any Transaction Document (including this Agreement) to which it is a party.


 


"Lien"
means any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, lien (statutory or otherwise),
encumbrance, conditional sale agreement, capital lease, financing lease, deposit arrangement, title retention agreement, and any
other agreement, trust or arrangement that in substance secures payment or performance of an obligation.


 


"Obligations"
means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent,
matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Company to
the Secured Party in any currency, under, in connection with or pursuant to the any Transaction Document (including, without limitation,
this Agreement), and whether incurred by the Company alone or jointly with another or others and whether as principal, guarantor
or surety and in whatever name or style and (b) all expenses, costs and charges incurred by or on behalf of the Secured Party in
connection with any Transaction Document (including this Agreement) or the Collateral, including all legal fees, court costs, receiver’s
or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition,
realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking, defending or participating
in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with the Secured Party's
interest in any Collateral, whether or not directly relating to the enforcement of this Agreement or any other Transaction Document.


 






     


     


    

 


"Permitted
Lien" means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for taxes,
fees, assessments and other governmental charges or levies) in respect of any amount (i) which is not at the time overdue or (ii)
which may be overdue but the validity of which is being contested at the time in good faith by appropriate proceedings, in each
case so long as the holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies with respect to
such Lien; and (b) Liens which are permitted in writing by the Secured Party in its sole and absolute discretion.


 


"State"
means the State of New York.


 


2.                 
Grant of Security Interest.


 


2.1.           
Grant; Collateral Description. The Company hereby grants
to the Secured Party, to secure the payment and performance in full of all of the Obligations, a security interest in and pledges
and assigns to the Secured Party the following properties, assets and rights of the Company, wherever located, whether now owned
or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "Collateral"):
all personal and fixture property of every kind and nature including all goods (including inventory, equipment and any accessions
thereto), instruments (including promissory notes), documents (whether tangible or electronic), accounts (including health-care-insurance
receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter
of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations,
any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including
all payment intangibles). 


 


2.2.           
Commercial Tort Claims. The Secured Party acknowledges
that the attachment of its security interest in any commercial tort claim as original collateral is subject to the Company's compliance
with §4.7.


 


3.                 
Authorization to File Financing
Statements. The Company hereby irrevocably authorizes the
Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial
financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Company or words of similar
effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform
Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b)
provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction
for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization,
the type of organization and any organizational identification number issued to the Company. The Company agrees to furnish any
such information to the Secured Party promptly upon the Secured Party's reasonable request. 


 






     


     


    

 


4.                 
Other Actions.
Further to insure the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured
Party's security interest in the Collateral, the Company agrees, in each case at the Company's expense, to take the following actions
with respect to the following Collateral and without limitation on the Company's other obligations contained in this Agreement:


 


4.1.           
Promissory Notes and Tangible Chattel Paper. If
the Company shall, now or at any time hereafter, hold or acquire any promissory notes or tangible chattel paper with an aggregate
value for all such promissory notes or tangible chattel paper in excess of $50,000, the Company shall forthwith endorse, assign
and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as
the Secured Party may from time to time specify.


 


4.2.           
Deposit Accounts. For each deposit account that the Company,
now or at any time hereafter, opens or maintains the Company shall, at the Secured Party's request and option, pursuant to an agreement
in form and substance satisfactory to the Secured Party, either (a) cause the depositary bank to agree to comply without further
consent of the Company, at any time with instructions from the Secured Party to such depositary bank directing the disposition
of funds from time to time credited to such deposit account, or (b) arrange for the Secured Party to become the customer of the
depositary bank with respect to the deposit account, with the Company being permitted, only with the consent of the Secured Party,
to exercise rights to withdraw funds from such deposit account. The Secured Party agrees with the Company that the Secured Party
shall not give any such instructions or withhold any withdrawal rights from the Company, unless an Event of Default has occurred
and is continuing, or, if effect were given to any withdrawal not otherwise permitted by the Transaction Documents, would occur.
The provisions of this paragraph shall not apply to any deposit accounts specially and exclusively used for payroll, payroll taxes
and other employee wage and benefit payments to or for the benefit of the Company's salaried employees.


 


4.3.           
Investment Property. If the Company shall, now
or at any time hereafter, hold or acquire any certificated securities, the Company shall forthwith endorse, assign and deliver
the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured
Party may from time to time specify. If any securities now or hereafter acquired by the Company are uncertificated and are issued
to the Company or its nominee directly by the issuer thereof, the Company shall promptly (but in any event within two Business
Days) notify the Secured Party thereof and, at the Secured Party's request and option, pursuant to an agreement in form and substance
satisfactory to the Secured Party, either (a) cause the issuer to agree to comply without further consent of the Company or such
nominee, at any time with instructions from the Secured Party as to such securities, or (b) arrange for the Secured Party to become
the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property
now or hereafter acquired by the Company are held by the Company or its nominee through a securities intermediary or commodity
intermediary, the Company shall promptly (but in any event within two Business Days) notify the Secured Party thereof and, at the
Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i)
cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further
consent of the Company or such nominee, at any time with entitlement orders or other instructions from the Secured Party to such
securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed
on account of any commodity contract as directed by the Secured Party to such commodity intermediary, or (ii) in the case of financial
assets or other investment property held through a securities intermediary, arrange for the Secured Party to become the entitlement
holder with respect to such investment property, with the Company being permitted, only with the consent of the Secured Party,
to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with the Company that
the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary
or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Company,
unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights
not otherwise permitted by the Transaction Documents, would occur. The provisions of this paragraph shall not apply to any financial
assets credited to a securities account for which the Secured Party is the securities intermediary.


 






     


     


    

 


4.4.           
Collateral in the Possession of a Bailee. If any
Collateral with an aggregate value in excess of $100,000 is, now or at any time hereafter, in the possession of a bailee, the Company
shall promptly notify the Secured Party thereof and, at the Secured Party's reasonable request and option, shall promptly obtain
an acknowledgement from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral
for the benefit of the Secured Party and such bailee's agreement to comply, without further consent of the Company, at any time
with instructions of the Secured Party as to such Collateral.


 


4.5.           
Electronic Chattel Paper, Electronic Documents and Transferable Records.
If the Company, now or at any time hereafter, holds or acquires an interest in any Collateral that is electronic chattel paper,
any electronic document or any "transferable record," as that term is defined in Section 201 of the federal Electronic
Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, the Company shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party,
shall take such action as the Secured Party may reasonably request to vest in the Secured Party control, under §9-105 of the
Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic chattel paper, control, under §7-106
of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic document or control, under Section
201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic
Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Secured Party agrees with the Company
that the Secured Party will arrange, pursuant to procedures satisfactory to the Secured Party and so long as such procedures will
not result in the Secured Party's loss of control, for the Company to make alterations to the electronic chattel paper, electronic
document or transferable record permitted under UCC §9-105, UCC §7-106, or, as the case may be, Section 201 of the federal
Electronic Signatures in Global and National Commerce Act or §16 of the Uniform Electronic Transactions Act for a party in
control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking
into account any action by the Company with respect to such electronic chattel paper, electronic document or transferable record.
The provisions of this §4.5 relating to electronic documents and "control" under UCC §7-106 apply in the event
that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved
by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted
and become effective in the State or in any other relevant jurisdiction.


 






     


     


    

 


4.6.           
Letter-of-Credit Rights. If the Company is, now or at
any time hereafter, a beneficiary under a letter of credit with a stated amount in excess of $25,000, or if the Company is a beneficiary
under letters of credit not assigned to the Secured Party with an aggregate stated amount in excess of $50,000, the Company shall
promptly notify the Secured Party thereof and, at the request and option of the Secured Party, the Company shall, pursuant to an
agreement in form and substance satisfactory to the Secured Party, either (a) arrange for the issuer and any confirmer of such
letter of credit to consent to an assignment to the Secured Party of the proceeds of the letter of credit or (b) arrange for the
Secured Party to become the transferee beneficiary of the letter of credit.


 


4.7.           
Commercial Tort Claims. If the Company shall, now
or at any time hereafter, hold or acquire a commercial tort claim, the Company shall promptly notify the Secured Party in a writing
signed by the Company of the particulars thereof and grant to the Secured Party in such writing a security interest therein and
in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the
Secured Party.


 


4.8.           
Other Actions as to any and all Collateral. The Company
further agrees, upon the request of the Secured Party and at the Secured Party's option, to take any and all other actions as the
Secured Party may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of
the Secured Party to enforce, the Secured Party's security interest in any and all of the Collateral, including (a) executing,
delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code
of any relevant jurisdiction, to the extent, if any, that the Company's signature thereon is required therefor, (b) causing the
Secured Party's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition
to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party's security interest in
such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral
if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce,
the Secured Party's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and
approvals, in form and substance satisfactory to the Secured Party, including any consent of any licensor, lessor or other person
obligated on Collateral, (e) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Secured
Party and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably
determined by the Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign
jurisdiction.


 






     


     


    

 


4.9.           
Relation to other Security Documents. Concurrently herewith
the Company is also executing and delivering to the Secured Party the Patent Security Agreement and the Trademark Security Agreement
pursuant to which the Company is assigning to the Secured Party certain Collateral consisting of patents and patent rights and
trademarks, service marks and trademark and service mark rights, together with the goodwill appurtenant thereto. The provisions
of Patent Security Agreement and the Trademark Security Agreement are supplemental to the provisions of this Agreement and nothing
contained in the Patent Security Agreement or the Trademark Security Agreement shall derogate from any of the rights or remedies
of the Secured Party hereunder. Nor will anything contained in the Patent Security Agreement or the Trademark Security Agreement
be deemed to prevent or extend the time of attachment or perfection of any security interest in such Collateral created herby.


 


5.                 
Representations and Warranties
Concerning a Company's Legal Status. The Company has, on
the date hereof, delivered to the Secured Party a certificate signed by the Company and entitled "Perfection Certificate"
(the "Perfection Certificate"). The Company represents and warrants to the Secured Party as follows: as of the
date hereof (a) the Company's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof,
(b) the Company is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate,
(c) the Perfection Certificate accurately sets forth the Company's organizational identification number or accurately states that
the Company has none, (d) the Perfection Certificate accurately sets forth the Company's place of business or, if more than one,
its chief executive office, as well as the Company's mailing address, if different, (e) all other information set forth on the
Perfection Certificate pertaining to the Company is accurate and complete, and (f) there has been no change in any of such information
since the date on which the Perfection Certificate was signed by the Company.


 


6.                 
Covenants Concerning Company's
Legal Status. The Company covenants with the Secured Party
as follows: (a) without providing at least thirty (30) days prior written notice to the Secured Party, the Company will not change
its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification
number if it has one, (b) if the Company does not have an organizational identification number and later obtains one, the Company
will forthwith notify the Secured Party of such organizational identification number, and (c) the Company will not change its type
of organization, jurisdiction of organization or other legal structure.


 






     


     


    

 


7.                 
Representations and Warranties
Concerning Collateral, Etc. The Company further represents
and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral,
free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and
the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority
covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral,
(c) the Company holds no commercial tort claim except as indicated on the Company's Perfection Certificate, (d) all other information
set forth on the Company's Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been
no change in any of such information since the date on which the Company's Perfection Certificate was signed by the Company.


 


8.                 
Covenants Concerning Collateral,
Etc. The Company further covenants with the Secured Party
as follows: (a) other than inventory sold in the ordinary course of business consistent with past practices, the Collateral, to
the extent not delivered to the Secured Party pursuant to §4, will be kept at those locations listed on the Perfection Certificate
and the Company will not remove the Collateral from such locations, without providing at least thirty (30) days prior written notice
to the Secured Party, (b) except for the security interest herein granted, the Company shall be the owner of or have other rights
in the Collateral free from any right or claim of any other person or any Lien (other than Permitted Liens), and the Company shall
defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to
the Secured Party, (c) other than in favor of the Secured Party, the Company shall not pledge, mortgage or create, or suffer to
exist any right of any person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any person,
or become bound (as provided in Section 9-203(d) of the Uniform Commercial Code of the State or any other relevant jurisdiction
or otherwise) by a security agreement in favor of any person as secured party, (d) the Company will permit the Secured Party, or
its designee, to inspect the Collateral at any reasonable time, wherever located, (e) the Company will pay promptly when due all
taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of
the Collateral or incurred in connection with this Agreement, and (f) the Company will not sell or otherwise dispose, or offer
to sell or otherwise dispose, of the Collateral, or any interest therein except for, so long as no Event of Default has occurred
and is continuing, dispositions of obsolete or worn-out property, the granting of non-exclusive licenses in the ordinary course
of business, and the sale of inventory in the ordinary course of business consistent with past practices.


 






     


     


    

 


9.                 
Collateral Protection Expenses;
Preservation of Collateral.


 


9.1.           
Expenses Incurred by Secured Party. In the Secured Party's
discretion, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral,
and pay any necessary filing fees or insurance premiums, in each case if the Company fails to do so. The Company agrees to reimburse
the Secured Party on demand for all expenditures so made. The Secured Party shall have no obligation to the Company to make any
such expenditures, nor shall the making thereof be construed as a waiver or cure of any Event of Default.


 


9.2.           
Secured Party's Obligations and Duties. Anything herein
to the contrary notwithstanding, the Company shall remain obligated and liable under each contract or agreement comprised in the
Collateral to be observed or performed by the Company thereunder. The Secured Party shall not have any obligation or liability
under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment
relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of
the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment
received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such
contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of
any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times.
The Secured Party's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession,
under §9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner
as the Secured Party deals with similar property for its own account.


 


10.             
Securities and Deposits.
The Secured Party may at any time following and during the continuance of a payment default or an Event of Default, at its
option, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income
as additional Collateral or apply it to the Obligations. Whether or not any Obligations are due, the Secured Party may, following
and during the continuance of a payment default or an Event of Default demand, sue for, collect, or make any settlement or compromise
which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the
Obligations, any deposits or other sums at any time credited by or due from the Secured Party to the Company may at any time be
applied to or set off against any of the Obligations then due and owing.


 


11.             
Notification to Account Debtors
and Other Persons Obligated on Collateral. If an Event of
Default shall have occurred and be continuing:


 


(a)       
the Company shall, at the request and option of the Secured Party, notify account debtors and other persons obligated on any of
the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other
Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the
Secured Party as the Secured Party's agent therefor;


 


(b)       
the Secured Party may itself, without notice to or demand upon the Company, so notify account debtors and other persons obligated
on Collateral;


 






     


     


    

 


(c)       
after the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of
accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Secured
Party, for the benefit of the Secured Party, without commingling the same with other funds of the Company and shall turn the same
over to the Secured Party in the identical form received, together with any necessary endorsements or assignments; and


 


(d)       the
Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral
and received by the Secured Party to the payment of the Obligations, such proceeds to be immediately credited after final payment
in cash or other immediately available funds of the items giving rise to them.


 


12.             
Power of Attorney.


 


12.1.       
Appointment and Powers of Secured Party. The Company hereby
irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its
true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company or in the Secured
Party's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute
any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without
limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, without notice
to or assent by the Company, to do the following:


 


(a)              
upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement
with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial
Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party were the absolute
owner thereof for all purposes, and to do, at the Company's expense, at any time, or from time to time, all acts and things which
the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's security
interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company might do, including
(i) upon written notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be exercised,
if the Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii)
the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements,
assignments or other instruments of conveyance or transfer with respect to such Collateral; and


 


(b)              
to the extent that the Company's authorization given in §3 is not sufficient, to file such financing statements with respect
hereto, with or without the Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as
the Secured Party may deem appropriate and to execute in the Company's name such financing statements and amendments thereto and
continuation statements which may require the Company's signature.


 






     


     


    

 


12.2.       
Ratification by Company. To the extent permitted by law,
the Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney
is a power coupled with an interest and is irrevocable.


 


12.3.       
No Duty on Secured Party. The powers conferred on the
Secured Party hereunder are solely to protect the interests of the Secured Party in the Collateral and shall not impose any duty
upon the Secured Party to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually
receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall
be responsible to the Company for any act or failure to act, except for the Secured Party's own gross negligence or willful misconduct.


 


13.             
Rights and Remedies.



 


13.1.       
General. If an Event of Default shall have occurred and
be continuing, the Secured Party, without any other notice to or demand upon the Company, shall have in any jurisdiction in which
enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the
Uniform Commercial Code of the State or any other relevant jurisdiction and any additional rights and remedies as may be provided
to a secured party in any jurisdiction in which Collateral is located, including the right to take possession of the Collateral,
and for that purpose the Secured Party may, so far as the Company can give authority therefor, enter upon any premises on which
the Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion require the Company to assemble
all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Company's principal office(s)
or at such other locations as the Secured Party may reasonably designate. Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Company at least
ten (10) Business Days prior written notice of the time and place of any public sale of Collateral or of the time after which any
private sale or any other intended disposition is to be made. The Company hereby acknowledges that ten (10) Business Days prior
written notice of such sale or sales shall be reasonable notice. In addition, the Company waives any and all rights that it may
have to a judicial hearing in advance of the enforcement of any of the Secured Party's rights and remedies hereunder, including
its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies
with respect thereto.


 






     


     


    

 


14.             
Standards for Exercising Rights
and Remedies. To the extent that applicable law imposes duties
on the Secured Party to exercise remedies in a commercially reasonable manner, the Company acknowledges and agrees that it is not
commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party
to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other
finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to
obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition
of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons
obligated on Collateral or to fail to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies
against account debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other
collection specialists, (e) to advertise dispositions of the Collateral through publications or media of general circulation, whether
or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Company,
for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers
to assist in the disposition of the Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of the
Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have
the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather
than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Secured
Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return
from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain
the services of brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection
or disposition of any of the Collateral. The Company acknowledges that the purpose of this §14 is to provide non-exhaustive
indications of what actions or omissions by the Secured Party would fulfill the Secured Party's duties under the Uniform Commercial
Code of the State or any other relevant jurisdiction in the Secured Party's exercise of remedies against the Collateral and that
other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being
indicated in this §14. Without limitation upon the foregoing, nothing contained in this §14 shall be construed to grant
any rights to the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement
or by applicable law in the absence of this §14. 


 


15.             
No Waiver by Secured Party, etc.
The Secured Party shall not be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral
unless such waiver shall be in writing and signed by the Secured Party. No delay or omission on the part of the Secured Party in
exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any
one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies
of the Secured Party with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or
papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such
times as the Secured Party deems expedient.


 


16.             
Suretyship Waivers by Company.
The Company waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect
to both the Obligations and the Collateral, the Company assents to any extension or postponement of the time of payment or any
other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any such Collateral,
to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon
and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Secured Party
may deem advisable. The Secured Party shall have no duty as to the collection or protection of the Collateral or any income therefrom,
the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody
thereof as set forth in §9.2. The Company further waives any and all other suretyship defenses.


 






     


     


    

 


17.             
Marshaling.
The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the
Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of the rights and remedies of the Secured Party hereunder and of the
Secured Party in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all
other rights and remedies, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will
not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Secured
Party's rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or
under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise
assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such laws.


 


18.             
Proceeds of Dispositions; Expenses.
The Company shall pay to the Secured Party on demand any and all expenses, including attorneys' fees and disbursements, incurred
or paid by the Secured Party in protecting or preserving the Secured Party's rights and remedies under or in respect of any of
the Obligations or any of the Collateral and any such expenses incurred in releasing any security interest granted hereunder and,
in addition, the Company shall pay to the Secured Party on demand any and all expenses, including attorneys' fees and disbursements,
incurred or paid by the Secured Party in enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations
or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition
of Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference
as is provided in the SPA, proper allowance and provision being made for any Obligations not then due. Upon the final payment and
satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3)
of the Uniform Commercial Code of the State, any excess shall be returned to the Company. In the absence of final payment and satisfaction
in full of all of the Obligations, the Company shall remain liable for any deficiency.


 


19.             
Overdue Amounts.
Until paid, all amounts due and payable by the Company hereunder shall be a debt secured by the Collateral and shall bear, whether
before or after judgment, interest at the rate of interest for overdue principal set forth in the Transaction Documents.


 






     


     


    

 


20.             
Governing Law; Consent to Jurisdiction.
This Agreement IS A contract UNDER the laws of the state of NEW YORK and shall for all
purposes be construed in accordance with and governed by the laws of SAID state of NEW YORK. The Company and THE SECURED PARTY
EACH agree that any suit for the enforcement of this agreement or any other action brought by SUCH PERSON arising hereunder or
in any way related to this agreement SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON SUCH PERSON BY MAIL AT THE ADDRESS SPECIFIED ON THE SIGNATURE PAGE OF EACH PARTY HERETO. the
Company hereby waives any objection that it may now or hereafter have to the venue of any suit BROUGHT IN the state of new york
or any court SITTING THEREIN or that A suit BROUGHT THEREIN is brought in an inconvenient court.


 


21.             
Waiver of Jury Trial.
THE COMPANY AND THE SECURED PARTY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR
OBLIGATIONS. Except as prohibited by law, the Company waives any right which it may have to claim or recover in any litigation
referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in
addition to, actual damages. The Company (a) certifies that neither the Secured Party nor any representative, agent or attorney
of the Secured Party has represented, expressly or otherwise, that the Secured Party would not, in the event of litigation, seek
to enforce the foregoing waivers or other waivers contained in this Agreement and (b) acknowledges that, in entering into this
Agreement and any other Transaction Document to which the Secured Party is a party, the Secured Party is relying upon, among other
things, the waivers and certifications contained in this §21.


 


22.             
Notices.
All notices, requests and other communications hereunder shall be made in the manner set forth in the SPA.


 


23.             
Miscellaneous.
The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the Company and its successors and assigns, and shall
inure to the benefit of the Secured Party and its successors and assigns. If any term of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall
be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Company acknowledges
receipt of a copy of this Agreement.


 


 


[Signature pages
to follow]


 






     


     


    

 


IN WITNESS WHEREOF,
intending to be legally bound, the Company has caused this Agreement to be duly executed as of the date first above written.


 


	 	SUMMIT WIRELESS TECHNOLOGIES, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	
	 	 	Title:  Brett Moyer, Chief Executive Officer




 


Accepted:


 


[____________]

By: [___________] 


 


By: _________________________


Title:


 



     


     


    

 





CERTIFICATE OF ACKNOWLEDGMENT


 


	COMMONWEALTH OR STATE OF		   )	
	 	 	   ) ss.	 







	COUNTY OF	____________________________________	 )	




 


 


Before me, the undersigned,
a Notary Public in and for the county aforesaid, on this __ day of March, 2020, personally appeared __________________ to me known
personally, and who, being by me duly sworn, deposes and says that he/she is the _____________ of Summit Wireless Technologies,
Inc. and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said
______________ acknowledged said instrument to be the free act and deed of said corporation.


 


 


______________________________

(official signature and seal of notary)


 


My commission expires: