Exhibit 10.5 


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


THIS
INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”) is made and entered into as of April 17, 2020 by and between H-CYTE, INC., a Nevada corporation
f/k/a Medovex Corp. (the “Grantor”), having an address at 201 E. Kennedy Blvd., Suite 700, Tampa, FL 33602,
in favor of FWHC BRIDGE, LLC, a Delaware limited liability company, as collateral agent for the ratable benefit of itself
and the other Purchasers under the Purchase Agreement, having an address at 1306 W. Kennedy Blvd., Tampa, Florida 33606 (the “Secured
Party”).


 


WHEREAS,
pursuant to that certain Secured Convertible Note and Warrant Purchase Agreement, dated as of the date hereof, between Grantor
and Secured Party (as amended, supplemented, restated or otherwise modified from time to time, the “Purchase Agreement”),
the Secured Party has agreed to advance funds to the Grantor upon the terms and subject to the conditions set forth therein;


 


WHEREAS,
the Grantor has executed and delivered a Security Agreement, dated as of the date hereof, in favor of the Secured Party (as amended,
supplemented, restated or otherwise modified from time to time, the “Security Agreement”); and


 


WHEREAS,
pursuant to the Security Agreement, the Grantor has granted to the Secured Party a security interest in, inter alia, certain intellectual
property, including the intellectual property set forth on Exhibit A hereto.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor agrees as follows:


 


1.
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including
its preamble and recitals, have the meanings provided or provided by reference in the Security Agreement, as applicable.


 


2.
Grant of Security Interest for Obligations. The Grantor hereby grants a security interest in, all of such Grantor’s
right, title and interest in, to and under the intellectual property constituting Collateral (including, without limitation, those
items listed on Exhibit A hereto and all goodwill related thereto) (collectively, the “IP Collateral”),
to the Secured Party, as collateral security for the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations.


 


3.
Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security
interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the
Secured Party in connection with the Security Agreement and is expressly subject to the terms and conditions thereof. The Security
Agreement (and all rights and remedies of the Secured Party thereunder) shall remain in full force and effect in accordance with
its terms.


 


4.
Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Secured Party
with respect to the security interest in the IP Collateral granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully
set forth herein. In the event of any conflict between this Agreement and the Security Agreement, the terms of the Security Agreement
shall govern.


 


[Signature
Page Follows]


 




    	 	 	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	GRANTOR:

                                                                      

	 	H-CYTE,
    INC., 
	 	a
    Nevada corporation
	 	 	 
	 	By:
    	
	 	Name:
	William
    E. Horne
	 	Title:
	Chief
    Executive Officer


 





Signature Page to Intellectual Property Security
Agreement







 




    	 	 	 



    	 	 	 



    

 


Exhibit
A


 


IP
COLLATERAL


 


Patents


 


	Patent	 	Serial /
 Registration Number
	 	Filing/
 Registration Date
	 	Owner	 	Filing Location
	Surgical portal driver	 	D870,887	 	12/24/2019	 	Medovex Corp.	 	USPTO
	Surgical tools for spinal facet therapy to alleviate pain and related methods	 	10,398,494	 	9/3/2019	 	Medovex Corp.	 	USPTO
	Surgical portal driver	 	D854,150	 	7/16/2019	 	Medovex Corp.	 	USPTO
	Surgical tools for spinal facet therapy to alleviate pain and related methods	 	9,980,771	 	5/29/2018	 	Medovex Corp.	 	USPTO
	Surgical portal driver	 	D810,290	 	2/13/2018	 	Medovex Corp.	 	USPTO
	Minimally invasive methods for spinal facet therapy to alleviate pain and associated surgical tools, kits and instructional media	 	9,883,882	 	2/6/2018	 	Medovex Corp.	 	USPTO
	Surgical Tools with Positional Components	 	10,595,919	 	3/24/2020	 	Medovex Corp.	 	USPTO
	Surgical Tools for Spinal Facet Therapy to Alleviate Pain and Related Methods	 	10,588,688	 	3/17/2020	 	Medovex Corp.	 	USPTO
	Transformable Intravenous Pole and Boom Combination and Method Thereof	 	9,707,334	 	7/18/2017	 	Medovex Corp.	 	USPTO
	Surgical Tools for Spinal Facet Therapy to Alleviate Pain	 	16/520,738	 	7/24/2019	 	Medovex Corp.	 	USPTO
	Minimally Invasive Methods for Spinal Facet Therapy to Alleviate Pain	 	15/850,662	 	12/21/2017	 	Medovex Corp.	 	USPTO
	Minimally Invasive Methods for Spinal Facet Therapy to Alleviate Pain	 	15/850,630	 	12/21/2017	 	Medovex Corp.	 	USPTO



 




    	 	 	 



    	 	 	 



    

 


Trademarks


 


	Mark	 	Trademark /
 Application
	 	Serial /
 Registration Number
	 	Filing /
 Registration Date
	 	Owner	 	Filing Location
	ANTI-INFLAMMATORY INITIATIVE	 	Trademark	 	5887324	 	10/15/2019	 	H-Cyte, Inc.	 	USPTO
	H-CYTE	 	Application	 	88459878	 	6/5/2019	 	Medovex Corp.	 	USPTO
	BREATHE EASIER	 	Trademark	 	5981349	 	2/11/2020	 	Medovex Corp.	 	USPTO
		 	Application	 	88576562	 	8/13/2019	 	Medovex Corp.	 	USPTO
	LUNG RESTORATION TREATMENT PLUS	 	Trademark	 	5952853	 	1/7/2020	 	Medovex Corp.	 	USPTO
		 	Trademark	 	5948228	 	12/31/2019	 	Medovex Corp.	 	USPTO
	L-CYTE	 	Application	 	88459880	 	6/5/2019	 	Medovex Corp.	 	USPTO
	LUNGCYTE	 	Application	 	88459879	 	11/12/2019	 	Medovex Corp.	 	USPTO
	LUNG MAINTENANCE TREATMENT	 	Trademark	 	5905492	 	11/5/2019	 	Medovex Corp.	 	USPTO
	LUNG HEALTH INSTITUTE	 	Trademark	 	5893510	 	10/22/2019	 	Medovex Corp.	 	USPTO
	ROTACAPSULATION	 	Application	 	87371750	 	3/15/2017	 	Medovex Corp.	 	USPTO
	PULMONARY TRAP	 	Trademark	 	5567463	 	9/18/2018	 	Medovex Corp.	 	USPTO
		 	Trademark	 	5335750	 	11/14/2017	 	Medovex Corp.	 	USPTO
		 	Trademark	 	5317440	 	10/24/2017	 	Medovex Corp.	 	USPTO
	MEDOVEX	 	Trademark	 	5286813	 	9/12/2017	 	Medovex Corp.	 	USPTO
	MEDOVEX CORPORATION	 	Trademark	 	5286578	 	9/12/2017	 	Medovex Corp.	 	USPTO
	DENERVEX	 	Trademark	 	5271510	 	8/22/2017	 	Medovex Corp.	 	USPTO
		 	Trademark	 	4484509	 	2/18/2014	 	Medovex Corp.	 	USPTO




 


Copyrights


 


None.