Exhibit 10.6


 


FORM OF PATENT SECURITY AGREEMENT



 


This PATENT SECURITY AGREEMENT (this "Patent
Security Agreement") is entered into as of March [__], 2020 by and between SUMMIT WIRELESS TECHNOLOGIES, INC.,
a Delaware corporation (the "Grantor") and [__________] (the "Secured Party").


 


WHEREAS, (a)
the Grantor 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) the Grantor has 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");


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


(b)   
each license with respect to Patents; and


 


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


 


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


 


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


 


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


 


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


 


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


 


[signature pages follow]


 









     


     


    

 


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






 


 


Accepted and Agreed:


[_________], as Secured Party


By: [__________]


 





By: _________________________


Title:


 



     


     


    




 





SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS