INVENTOR SUBMISSION AGREEMENT

Effective as of the first date affixed below, the Inventor and Edison Nation Medical, LLC, duly organized under the laws of the State of North Carolina in the United States of America and having its principal office at 520 Elliot Street, Charlotte, NC, 28202 (hereinafter referred to as “ENM”), agree as follows:

ARTICLE 1 – BACKGROUND

1.1  INVENTOR is the owner of certain TECHNOLOGY and PATENT RIGHTS (as later defined in this Agreement)developed by them and has the exclusive right to assign said TECHNOLOGY AND PATENT RIGHTS to ENM.

1.2  INVENTOR, through ENM, desires to have the TECHNOLOGY and PATENT RIGHTS developed and commercialized to benefit the public and is willing to grant an option hereunder and a potential assignment.

1.3  ENM has represented to INVENTOR, to induce INVENTOR to enter into this Agreement, that ENM is experienced in and that it shall commit itself to a thorough, vigorous and diligent program of exploiting the TECHNOLOGY and PATENT RIGHTS so that products resulting there from may be available for public use and benefit.

1.4  ENM desires to evaluate and obtain a potential assignment to utilize TECHNOLOGY and to practice under the PATENT RIGHTS upon the terms and conditions hereinafter set forth.

ARTICLE 2 – DEFINITIONS

When used in this Agreement, the following terms shall have the meanings set out below. The singular shall be interpreted as including the plural and vice versa, unless the context clearly indicates otherwise.

2.1  “FIELD OF USE”​shall mean use of the TECHNOLOGY for all commercial purposes.

2.2  “I​NVENTIONS”​shall mean those inventions described and claimed in Appendix A.

2.3  “NET SALES”​shall mean ENM’s revenues derived from the sales of INVENTIONS less the sum of the following:
A. Discounts allowed in amounts customary in the trade for quantity purchases, cash payments, prompt payments, wholesalers and distributors;
B.  Sales, tariff duties and/or use taxes directly imposed and with reference to particular sales;
C.  Outbound transportation prepaid or allowed;
D. Amounts allowed or credited on returns;
E.  Expenses on any filings of new intellectual property not defined as PATENT RIGHTS;
F.  Expenses on any Research & Development, prototyping, or engineering efforts; and
G.  Commissions to any independent sales agencies or third parties

NET SALES shall occur when a product is invoiced. If a product shall be distributed, or invoiced for a discounted price substantially lower than customary in the trade or distributed at no cost to AFFILIATES or otherwise in a non-arms’ length transaction, NET SALES shall be based on the customary amount billed for such product.

2.4  “PATENT RIGHTS”​shall mean all of the following intellectual property associated with the INVENTIONS:
A.  Any United States patents listed in Appendix A;
B.  Any United States patent applications listed in Appendix A, and any divisional, continuation and claims of continuation-in-part applications which shall be directed to subject matter specifically described in the patent applications listed in Appendix A, and the resulting patents;
C.  Any patents resulting from reissues or reexaminations of the United States patents;
D.  Any foreign patents listed in Appendix A;
E.  Any foreign patent applications listed in Appendix A, and divisional, continuation and claims of continuation-in-part applications, or their foreign equivalents, which shall be directed to subject matter specifically described in such foreign patent applications, and the resulting patents;

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F. Claims of any foreign patent applications filed after the date of this agreement which shall be directed to subject matter specifically described in the United States patent applications listed in Appendix A, and the resulting patents; and
G.  Any foreign patents resulting from equivalent foreign procedures to United States reissues and reexaminations of the foreign patents.

2.5  “TECHNOLOGY” shall mean the INVENTIONS and all alterations, modifications, and extensions thereto which have heretofore been conceived and/or reduced to practice by the inventor.

2.6  “TERM” shall mean the term of this Agreement, which shall be until the last-to-expire patent in the PATENT RIGHTS, unless earlier terminated in accordance with the provisions of Article 15.

2.7  “SALES TERRITORY”​shall mean the world.

2.8  “VALID CLAIM” shall mean: (a) a claim of an issued patent which has not expired and which has not been held invalid or unenforceable by decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed with the time allowed for appeal having expired, and which has not been admitted to be invalid through reissue, reexamination, or disclaimer or otherwise; or (b) any claim of a pending patent application.

ARTICLE 3 – ACKNOWLEDGEMENT

3.1  INVENTOR hereby acknowledges that the INVENTION(S) is fully owned by INVENTOR. In the event that INVENTOR created or developed the INVENTION(S) or TECHNOLOGY, in whole or in part, as part of INVENTOR’S employment with any persons or entities, INVENTOR hereby warrants that INVENTOR’S employer has no ownership in said INVENTION(S), TECHNOLOGY, or any related PATENT RIGHTS, and that INVENTOR has confirmed this fact with said employer(s) in writing.

3.2  INVENTOR hereby acknowledges that this Agreement may, in the event of a conflict, be superseded by the terms and conditions of any partner agreement executed by and between ENM and any persons or entities of which INVENTOR is an employee, contractor, or agent.

3.3  ENM hereby acknowledges that the PATENT RIGHTS are good and valuable properties owned and controlled by INVENTOR.

3.4  INVENTOR acknowledges that he/she is not directing or in any way controlling ENM’s use of the TECHNOLOGY and PATENT RIGHTS.

ARTICLE 4 – GRANT

4.1 INVENTOR hereby grants to ENM, for one (1) year, the option to evaluate the TECHNOLOGY and determine whether ENM would like to pursue commercialization of it.

ARTICLE 5 – DILIGENCE AND ASSIGNMENT

5.1  ENM shall use its best efforts to evaluate the TECHNOLOGY and see if it can bring it to market through a thorough, vigorous and diligent program for exploitation of the TECHNOLOGY and PATENT RIGHTS and to continue active, diligent marketing efforts throughout the one (1) year of evaluation.

5.2  At any time, should the evaluation prove fruitful to move forward, upon mutual agreement as evidenced by (a) ENM requesting and (b) the INVENTOR signing of the document here:

Name: __________________________

Date: __________________________

5.3  INVENTOR agrees to assign the TECHNOLOGY to ENM. Specifically, INVENTOR irrevocably quitclaims, sells, assigns, transfers, and conveys to ENM all rights, title, and interests in, to, and under the TECHNOLOGY and PATENT RIGHTS. INVENTOR does not, however, transfer title to, or grant any rights or interests in, any tangible articles of the

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TECHNOLOGY and PATENT RIGHTS. Due to the nature of ENM’s business, which often includes sending materials and prototypes to one or more potential licensees or partners, ENM cannot guarantee the condition in which materials or prototypes will be returned to INVENTOR, if they are returned at all. Accordingly, INVENTOR agrees not to send ENM materials or prototypes that INVENTOR wants returned.

5.4  INVENTOR further grants to ENM the right to file one or more patent applications covering the Innovation on all or part of the Intellectual Property, and covenants and agrees, and binds any and all heirs, administrators, legal representatives, nominees, and assigns, to assist and cooperate with ENM in the preparation and prosecution of any patent, trademark, or copyright application included within the Intellectual Property and in the prosecution or defense of any interference, opposition, lawsuit, or other proceeding that may arise in connection with the Intellectual Property and, further, to execute and deliver to ENM any and all additional petitions, oaths, assignments, or other papers or instruments that may be reasonably requested by ENM; provided, however, that the actual, reasonable costs to INVENTOR that are incurred in compliance by INVENTOR with such assistance and cooperation will be reimbursed by ENM.

5.5  INVENTOR further covenants and agrees to authorize and empower ENM to invoke and claim for any patent application, patent, trademark application, and trademark registration included within the Intellectual Property the benefit of any rights to which INVENTOR might be entitled under international law or under the laws of any particular country, and to invoke and claim such rights without further written or oral authorization from INVENTOR. INVENTOR appoints ENM as its lawful attorney-in-fact to act on its behalf for the limited purposes of effecting recordation or public notice of the assignment of any of the Intellectual Property, including the execution of assignment instruments for purposes of recordation with, for example, the U.S. Patent & Trademark Office and the U.S. Copyright Office.

5.6  INVENTOR further covenants and agrees that this Assignment shall inure to the benefit of the successors, assigns, legal representatives, or nominees of ENM, without further written or oral authorization from INVENTOR.

5.7  INVENTOR further covenants and agrees that INVENTOR shall not take any action that would adversely impact the amounts of royalties that may become due to INVENTOR, such actions including, without limitation, INVENTOR endorsing, promoting, selling, or otherwise commercializing any product that competes with an Innovative Product.

5.8  The Parties acknowledge and agree that ENM is to have, as between the Parties, the exclusive right to commercialize Innovative Products and the Intellectual Property, and INVENTOR agrees not to grant any rights to any third party and agrees not to work with, cooperate, or assist any third party with respect to commercialization of either the Innovative Products or any of the Intellectual Property without the express written consent of ENM.

5.9  Any breach by INVENTOR of any obligation of this Article shall be deemed a material breach of this Assignment.

ARTICLE 6 – ROYALTIES

6.1  For the assignment granted hereunder, ENM shall pay royalties to INVENTOR in the manner hereinafter provided until the expiration or termination of this Agreement. ENM shall pay to INVENTOR:
A. Fifty percent (50%) of NET SALES on a yearly basis. Sales by licensees of ENM shall be deemed made by ENM for purposes of Running Royalty calculations hereunder. Running Royalties shall be due and payable annually on or before January 30 of each year for NET SALES realized in the previous year.
B. If ENM is not able to distribute $100,000.00 in royalties to the INVENTOR within five (5) years of the execution of a license or other commercialization agreement or ENM otherwise pays the inventor the remaining balance between prior royalty payments and $100,000.00, the Inventor has the option for the TECHNOLOGY to revert back to the inventor and the payment of PATENT RIGHTS the INVENTOR elects not to maintain pursuant to Article 8.1. This option must be executed in writing within 90 days following the five (5) year anniversary.

6.2  All payments due hereunder shall be paid in full, following deduction of taxes or other fees which may be imposed by any government.

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6.3  Royalty payments shall be paid in United States dollars in Charlotte, North Carolina. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at the Bank of America (Charlotte) foreign exchange desk on the last business day of the calendar quarterly reporting period to which such royalty payments relate.

6.4  Should ENM fail to make any payment on the date when due (including but not limited to royalty payments under this Article 6), INVENTOR shall have the right to terminate this Agreement in accordance with the provisions of Article 15.1 of this Agreement.

ARTICLE 7​– This Article intentionally left blank.​

ARTICLE 8 – PATENT PROSECUTION

8.1  INVENTOR shall have the right, but not the obligation, to apply for, seek issuance of, and maintain the PATENT RIGHTS during the TERM of this Agreement. Upon request by ENM, INVENTOR shall provide or request that its patent attorney(s) provide ENM with copies of correspondence with patent offices concerning PATENT RIGHTS.

8.2  In the event that INVENTOR elects not to prosecute and/or maintain any patent applications or patents that may be included within PATENT RIGHTS, INVENTOR shall so notify ENM in writing of such election no later than ninety (90) days prior to any applicable statutory bar date or response date, as the case may be, to permit ENM (at its own expense) to file, prosecute and/or maintain the patent application(s) and/or patent(s) that were the subject of such notice.

8.3  Any expenses ENM incurs in maintaining these PATENT RIGHTS will count as royalty payments to the INVENTOR under Article 6.1(B).

8.4  In the event that an INVENTION(S) or TECHNOLOGY is deemed unpatentable due to the prior public disclosure, negligence, or other such action by the INVENTOR, INVENTOR shall reimburse ENM for reasonable costs associated with ENM’s review and vetting of the related submission.

8.5  ENM shall mark all products covered by PATENT RIGHTS with patent numbers in accordance with the statutory requirements in the countries of manufacture, use, and sale, and pending the issue of any patents, ENM shall stamp the products, “Patent Applied For,” or the foreign equivalent as appropriate.

ARTICLE 9 – INFRINGEMENT

9.1  ENM shall inform INVENTOR promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof.

9.2  INVENTOR shall have the right, but shall not the obligation; to prosecute at its own expense all infringements of the PATENT RIGHTS and, in furtherance of such right, ENM hereby agrees that INVENTOR may include ENM as a party plaintiff in any such suit, without expense to ENM. The total cost of any such infringement action commenced or defended solely by INVENTOR shall be borne by INVENTOR, and INVENTOR shall keep any recovery or damages for past infringement derived therefrom.

9.3  INVENTOR shall, in its sole and absolute discretion, determine whether pursuing remedies against the alleged infringer is warranted or justified or shall be likely to mitigate the alleged infringement.

9.4  If within six (6) months after having been notified of an alleged infringement, (i) INVENTOR shall have been unsuccessful in persuading the alleged infringer to desist, or (ii) INVENTOR shall not have determined, that pursuing remedies against the alleged infringer is unwarranted, unjustified, or counter-productive, or (iii) INVENTOR shall have brought an infringement action against the alleged infringer but is not diligently prosecuting such infringement action, or (iv) if INVENTOR shall have determined that pursuing remedies against the alleged infringer is warranted or justified but shall at any time thereafter notify ENM of its intention not to bring or to continue suit against any alleged infringer then, and in those events only, ENM shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and ENM may, for such purposes, include INVENTOR as a party plaintiff in any such suit, without expense to INVENTOR.Page | 4

9.5  In the event that ENM shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, ENM may defer up to one hundred (100%) of the payments otherwise thereafter due INVENTOR under Article 5 of this Agreement and apply the same toward reimbursement of up to one hundred percent of ENM’s expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery of damages by ENM for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of ENM relating to such suit, and next applied and paid to INVENTOR to the full extent of such recovery, if necessary, to satisfy any outstanding payments under Article 6 past due or deferred pursuant to this Article 9. The balance remaining from any such recovery shall be divided equally between ENM and INVENTOR. ENM agrees to make all payments to INVENTOR under this Article 9.5 within sixty days of recovery of any damages.

9.6  In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the PATENT RIGHTS shall be brought against ENM, INVENTOR, at its option, shall have the right, within thirty (30) days after receiving written notification of the commencement of such action, to intervene and take over the sole defense of the action at its own expense. Likewise, INVENTOR shall have the right to take over the defense of any counterclaim asserted against INVENTOR.

9.7  In any infringement suit that either party may institute to enforce the PATENT RIGHTS pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees and agents testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

ARTICLE 10 – LIABILITY AND INDEMNIFICATION

10.1  In the event that INVENTOR misrepresents any ownership rights to any INVENTION(S), TECHNOLOGY, or PATENTRIGHTS, resulting in any legal claim against ENM, its employees, assigns, and/or affiliates, INVENTOR shall indemnify, defend, and hold harmless ENM and its employees, assigns, and/or affiliates against all claims, proceedings, demands, and liabilities of any kind whatsoever arising out of said misrepresentation. I​NVENTOR will be responsible for reimbursing ENM for associated costs, including legal expenses and reasonable attorneys’ fees.

10.2  ENM shall at all times during the TERM of this Agreement and thereafter, indemnify, defend and hold INVENTOR harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property, resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the product(s) or arising from any obligation or act of ENM hereunder.

10.3  INVENTOR MAKES NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, IN ANY PRODUCT. IN NO EVENT SHALL INVENTOR BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC DAMAGE, INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER INVENTOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW, OF THE POSSIBILITY OF ANY OF THE FOREGOING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:
A.  A REPRESENTATION MADE OR WARRANTY GIVEN BY INVENTOR THAT THE PRACTICE BY ENM OF THE ASSIGNMENT GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY;
B.  A REPRESENTATION MADE OR WARRANTY GIVEN BY INVENTOR AS TO THE VALIDITY OR SCOPE OF THE PATENT RIGHTS;
C.  A REPRESENTATION MADE OR WARRANTY GIVEN BY INVENTOR THAT ANY PATENT APPLICATIONINCLUDED IN THE PATENT RIGHTS WILL ULTIMATELY ISSUE AS A PATENT;
D.  A REPRESENTATION MADE OR WARRANTY GIVEN THAT ENM SHALL HAVE ANY EXCLUSIVE RIGHT TOUSE ANY PORTION OF THE TECHNOLOGY THAT HAS BEEN PREVIOUSLY PUBLISHED OR THAT ENM

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SHALL HAVE THE RIGHT TO USE ANY PORTION OF THE TECHNOLOGY THAT IS CLAIMED IN A PATENT OF ANY THIRD PARTY;
E.  A REQUIREMENT THAT INVENTOR SHALL BE RESPONSIBLE FOR THE EXPENSES OF FILING ORPROSECUTING ANY PATENT APPLICATION OR MAINTAINING ANY PATENT RIGHTS IN FORCE;
F.  AN OBLIGATION ON THE PART OF INVENTOR TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF THE PATENT RIGHTS OR FOR UNAUTHORIZED USE OF THETECHNOLOGY;
G.  AN OBLIGATION ON THE PART OF INVENTOR TO DEFEND ANY ACTION OR SUIT BROUGHT BY ANY THIRDPARTY;
H  A REPRESENTATION MADE OR WARRANTY GIVEN BY INVENTOR AS TO THE SAFETY, RELIABILITY OREFFICACY OF THE TECHNOLOGY, THE TECHNOLOGY COVERED BY THE PATENT RIGHTS, OR ANY PRODUCT THAT INCORPORATES THE TECHNOLOGY OR UTILIZES THE TECHNOLOGY IN ITS PRODUCTION, MANUFACTURE OR PERFORMANCE;
I.  WITHOUT LIMITING ENM’S OBLIGATIONS UNDER ARTICLE 12, A REPRESENTATION MADE OR WARRANTY GIVEN BY INVENTOR THAT ANY OF THE TECHNOLOGY IS SECRET OR CONFIDENTIAL; AND
J.  A REPRESENTATION MADE OR WARRANTY GIVEN BY INVENTOR THAT ANY OF THE INVENTORS WILL AGREE TO PROVIDE TECHNICAL ASSISTANCE OR CONSULTATION TO ENM, OR THAT SUCH TECHNICAL ASSISTANCE OR CONSULTATION, IF PROVIDED, WOULD BE SUFFICIENT TO ENABLE ENM TO SUCCESSFULLY EXPLOIT THE TECHNOLOGY OR THE PATENT RIGHTS.

10.3 Should ENM fail to fulfill any provision under Article 10, INVENTOR shall have the right to terminate this Agreement in accordance with the provisions of Article 15.2 of this Agreement.

ARTICLE 11 – EXPORT CONTROLS
11.1 ENM acknowledges that it is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended, and the United States Department of Commerce Export Administration Regulations). The transfer of such items may require a license from the agency of the United States Government and/or written assurances by ENM that ENM shall not export data or commodities to certain foreign countries without prior approval of such agency. INVENTOR neither represents that a license shall not be required nor that, if required, it shall be issued.

ARTICLE 12 – CONFIDENTIALITY AND NON-USE OF NAMES
12.1 The INVENTIONs, the TECHNOLOGY, any improvements thereof, and any pending patent applications under the PATENT RIGHTS, the preferred manufacturer of the pressure vessels, all knowledge, know-how, practices, processes, and other information, including but not limited to technical, marketing, business, operations, or cost information relating to the TECHNOLOGY, which is not generally known to the public (hereinafter referred to as “CONFIDENTIAL INFORMATION”) shall be deemed confidential. ENM and its employees, agents and contractors shall maintain in confidence all such CONFIDENTIAL INFORMATION furnished to ENM or its employees, agents or contractors by the INVENTOR in connection with this Agreement, or which ENM obtains or learns from any source. Neither ENM nor any of its AFFILIATES, nor any of their respective employees, agents or contractors shall use such CONFIDENTIAL INFORMATION for any purpose except in connection with the exercise of the ASSIGNMENT granted hereunder. Only those employees, agents and contractors of ENM or its AFFILIATES who are subject to a preexisting, written obligation of confidentiality shall be assigned to perform duties that involve the use of or require access to such CONFIDENTIAL INFORMATION. ENM shall inform all of its AFFILIATES, employees, agents and contractors who are assigned to perform duties involving the use or exploitation of any CONFIDENTIAL INFORMATION of the confidentiality obligations created by this Agreement and to obtain their written agreement to be bound by such

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confidentiality obligations prior to disclosing to such AFFILIATES, employees, agents and contractors any CONFIDENTIAL INFORMATION.

12.2 Notwithstanding any provision contained in this Agreement, ENM shall not be required to maintain in confidence any of the following information:
A.  Information which, when disclosed to or obtained or learned by ENM, is generally known in the field of endeavor;
B.  Information which, after disclosure to ENM, is generally known in the field of endeavor, except by breach of this Agreement;
C.  Information which was lawfully in ENM’s possession (as reflected in its written records) at the time ofdisclosure by the disclosing party, and which was not acquired, directly or indirectly, from INVENTOR;
D.  Information which the ENM can demonstrate by written documents is the result of its own research anddevelopment independent of disclosures hereunder;
E.  Information which the ENM receives from third parties, provided such information was not obtained by suchthird parties from INVENTOR on a confidential basis; or
F.  Information which ENM is required to disclose by law or pursuant to the order of a court or other tribunal ofcompetent jurisdiction.

ARTICLE 13 – ASSIGNMENT OF THE AGREEMENT

13.1  This Agreement is not assignable by ENM and any attempt to do so, in whole or in part, shall be void.

13.2  ENM acknowledges and recognizes that: (i) it has been granted the assignment herein because of its particularexpertise, knowledge, judgment, skill, and ability (ii) it has substantial and direct responsibilities to perform this Agreement in accordance with its terms; (iii) INVENTOR is relying on ENM’s unique knowledge, experience, and capabilities to perform this Agreement in a specific manner consistent with the high standards of integrity and quality associated with INVENTOR; and (iv) the granting of the assignment under this Agreement creates a relationship of confidence and trust between ENM and INVENTOR.

ARTICLE 14 – DISPUTE RESOLUTION

14.1  If a dispute, controversy, or claim arises out of or relates to this Agreement, the Parties agree to submit their dispute,controversy, or claim to mediation to be administered by the American Arbitration Association in accordance with the local rules of the United States District Court for the Western District of North Carolina applicable to mediation. Mediation will be mandatory prior to resorting to arbitration. The site of mediation shall be Charlotte, North Carolina. Edison Nation Medical will select the mediator, or, in the alternative, select a mediator in a mutually agreed upon manner.

14.2  If the dispute, controversy, or claim is not settled or resolved by mediation, then the Parties agree that it shall be settled by arbitration administered by the American Arbitration Association under its Patent Arbitration Rules before a panel of three (3) arbitrators. The site of the arbitration shall be Charlotte, North Carolina, and any award rendered shall be binding and not appealable. The Parties agree that any award rendered by such arbitration may be filed in any court of competent jurisdiction for enforcement, but not for review or any other proceedings beyond enforcement.

14.3  The prevailing Party in arbitration shall be entitled to recover its reasonable costs, fees, and expenses that are directly associated with the arbitration and mediation. Such recovery shall be included in the arbitration award for enforcement through the judicial system.

14.4  Any award for Edison Nation Medical against Innovator may include specific performance by Innovator in accordance with one or more obligations of this Agreement.

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ARTICLE 15 – TERMINATION

15.1  Should ENM fail to make any payment or fulfill any contractual obligation whatsoever due and/or payable toINVENTOR hereunder, INVENTOR shall have the right to terminate this Agreement effective on ninety (90) days’ notice, unless ENM shall formally dispute such payments (or violation of contractual obligations) in writing or make all such payments and/or corrective measures to INVENTOR within said ninety (90) day period. Upon the expiration of the ninety (90) day period, if ENM shall not have either (i) sent written notice to INVENTOR disputing such payments or (ii) made all such payments to INVENTOR, the rights, privileges and assignment granted hereunder shall automatically terminate.

15.2  Upon any material breach or default of this Agreement by ENM other than those occurrences set out in Articles 15.1 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this Article 15.2, INVENTOR shall have the right to terminate this Agreement and the rights, privileges and assignment granted hereunder effective on ninety (90) days’ notice to ENM. Such termination shall become automatically effective unless ENM shall have either (i) sent written notice disputing its material breach of this Agreement, or (ii) cured any such material breach or default prior to the expiration of the ninety (90) day period.

15.3  ENM shall have the right to terminate this Agreement at any time on one (1) months’ notice to INVENTOR, and upon payment of all amounts otherwise due INVENTOR through the effective date of the termination.

15.4  Upon termination of this Agreement for any reason, nothing in this Agreement shall be construed to release either party from any obligation that matured prior to the effective date of such termination and Articles 2, 3, 6, 10, 11, 12, 15, and 17 shall survive any such termination.

15.5  Upon termination of this Agreement for any reason, excepting the natural expiration of this Agreement at the end of the TERM, ENM shall immediately cease all manufacturing and sales of products. Notwithstanding the foregoing, after the effective date of the termination of this Agreement ENM may sell all products in its possession, and complete products in the process of manufacture at the time of such termination and sell the same, provided that ENM shall make the payments to INVENTOR as required by Article 6 of this Agreement.

ARTICLE 16 – PAYMENTS, NOTICES AND OTHER COMMUNICATIONS
16.1 Any payments, notice or other communication pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to such party by certified first class mail, return receipt requested, postage prepaid, or reputable delivery courier (such as Federal Express, UPS, DHL, etc.), addressed to it at its address below or as it shall designate by written notice given to the other party:

In the case of INVENTOR:

______________________________

______________________________

In the case of ENM: 520 Elliot Street Charlotte, NC 28202

ARTICLE 17 – MISCELLANEOUS PROVISIONS
17.1 Health and Safety​– The grant of an assignment by INVENTOR hereunder is primarily the grant of certain rights to the TECHNOLOGY and a covenant not to sue ENM for infringement of those rights. It is by no means a specification of activities required of ENM, other than those specifically stated herein. Nor is the assignment granted hereunder a specification of equipment or processes required to be used by ENM, except as are specifically stated herein. Thus ENM acknowledges its responsibility for, and hereby assumes, all duties and obligations arising from its use of the TECHNOLOGY and its sale of products including, without limitation, compliance with any governmental laws, rules, regulations or ordinances, and including, without limiting any of the foregoing, any laws, rules, regulations and ordinances pertaining to employee safety and to the environment. ENM further agrees to use trained employees and

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qualified contractors when researching, designing, engineering, and developing the TECHNOLOGY, as well as building facilities and equipment pertaining to the TECHNOLOGY. ENM expressly acknowledges that it is the responsibility of ENM and its contractors, and not the responsibility of INVENTOR, to exercise a reasonable standard of care in (i) the research, design, engineering, and development of the TECHNOLOGY, and (ii) the manufacture, use, and sale of products. ENM further acknowledges its responsibility to comply with all applicable safety, health, and environmental standards or requirements including, without limiting the generality of the foregoing, claims of customers, end- users, members of the public or of any government or agency thereof, including without limitation any claim based on the handling, use, application, or disposal of any substance whether properly or improperly handled, used, applied, or disposed of.

17.2  Choice of Law​- All disputes arising out of or related to this Agreement, or the performance, enforcement, breach or termination hereof, and any remedies relating thereto, shall be construed, governed, interpreted and applied in accordance with the laws of the State of North Carolina, U.S.A., without giving effect to principles of conflict of laws or choice of law rules to the extent that the laws of another jurisdiction would be required thereby, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted.

17.3  Each Party an Independent Contractor​- Each of the parties expressly acknowledges that, vis-a-vis the other party hereto, it is an independent contractor, and not the agent, employee or representative of the other. This Agreement shall not be deemed to create a partnership, joint venture or principal-and-agent relationship between INVENTOR and ENM. Except as expressly permitted in this Agreement, neither party shall have the authority to bind the other to any agreement or obligation whatsoever, nor shall neither party represent that it has any such right or authority to any third party.

17.4  Entire Agreement​- The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument signed by the parties.

17.5  Severability​- The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

17.6  Failure to Assert a Right​- The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.

17.7  Additional Documents​- Upon the request of the other party, each party shall execute and deliver such additional documents and perform such other acts as the other party may reasonably request, as may be necessary to affect the purposes and intent of this Agreement.

17.8  Electronic Submission Acknowledgment​- The Submission Acknowledgment serves as documentation of the INVENTOR’s submission. The Parties acknowledge that this Agreement is being concurrently submitted with a true, accurate, and complete response to an Innovation Search on the Edison Nation Medical Website located at the Uniform Resource Identifier, http://www.edisonnationmedical.com/, and that this Agreement is being electronically signed and submitted through the Edison Nation Medical Web site together with a Submission Fee. Upon successful receipt by Edison Nation Medical of both the electronic signature to this Agreement and the response by the INVENTOR to the Innovation Search, and upon confirmation of payment by the INVENTOR of the required Submission Fee, Edison Nation Medical shall send an email message to the INVENTOR including a copy of the electronically signed Agreement, the response by INVENTOR to the Innovation Search, and a receipt for the Submission Fee payment. The Submission Acknowledgment serves as documentation of the INVENTOR’s submission.Page | 9

IN WITNESS WHEREOF, the INVENTOR has duly executed this Agreement the day and year set forth below.

INVENTOR

Name: ________________________________________ Date ________________________________________

2015-05-08

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APPENDIX A
PATENT RIGHTS on the EFFECTIVE and DESCRIPTION OF THE INVENTION Assignment Agreement between the Inventor and

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