INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit 10.5
This
Intellectual Property Security Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the
“Agreement”) is entered
into as of April 30, by and among HERCULES CAPITAL, INC., a
Maryland corporation (“Agent”), and RUMBLEON,
INC., a Nevada corporation, and NEXTGEN PRO, LLC, a Delaware
limited liability company (collectively, “Grantors”, and each, a
“Grantor”).
RECITALS
A. Lender
has agreed to make certain advances of money and to extend certain
financial accommodation (the “Loans”) to Grantors in
the amounts and manner set forth in that certain Loan and Security
Agreement by and among the several entities from time to time
parties thereto (collectively, referred to as “Lender”), Agent, Grantors
and any other parties thereto, from time to time, dated as of the
date hereof (as amended, modified, supplemented or otherwise
modified from time to time, the “Loan
Agreement”).
B. As a condition to
the Loan Agreement, Grantors are required to enter into this
Agreement to further evidence the grant to Agent of the security
interest in its Copyrights, Trademarks and Patents to secure the
Secured Obligations.
AGREEMENT
NOW,
THEREFORE, each Grantor agrees as follows:
To
secure the Secured Obligations and any other obligations pursuant
to the Loan Documents, each Grantor grants and pledges to Agent a
security interest in all of such Grantor’s Intellectual
Property (including without limitation those Copyrights, Patents
and Trademarks listed on Exhibits A, B and C
hereto).
This
security interest is granted in conjunction with the security
interest granted to Agent under the Loan Agreement. The rights and
remedies of Agent with respect to the security interest are as set
forth in the Loan Agreement and the other Loan Documents or as are
now or hereafter available to Agent as a matter of law or equity,
shall be cumulative and concurrent.
Each
Grantor represents and warrants that Exhibits A, B, and C attached
hereto set forth any and all Copyrights, Patents and Trademarks in
connection with which such Grantor, as of the date hereof, has
registered or filed an application with the United States Patent
and Trademark Office or the United States Copyright Office, as
applicable.
Each
Grantor hereby authorizes Agent to (a) modify this Agreement
unilaterally by amending the exhibits to this Agreement to include
any Intellectual Property which a Grantor obtains subsequent to the
date of this Agreement, and (b) file a duplicate original of this
Agreement containing amended exhibits reflecting such new
Intellectual Property.
All
capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Loan Agreement.
[SIGNATURES
TO FOLLOW]
[SIGNATURE
PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed effective as of the date set forth above.
|
Address
of Grantors:
0000
Xxxxxx Xxxx
Xxxxx
000
Xxxxxxxxx,
XX 00000
Attention:
Xxx Xxxxxx
|
GRANTORS:
By: /s/
Xxxxxx X.
Xxxxxxx
Name:
Xxxxxx X.
Xxxxxxx
Title:
Chief Financial
Officer
NEXTGEN PRO, LLC
By: /s/
Xxxxxx X.
Xxxxxxx
Name:
Xxxxxx X.
Xxxxxxx
Title:
Vice
President
|
[SIGNATURE
PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]
|
Address
of Agent:
Legal
Department
000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxx, XX 00000
Attn:
Loan Documentation
|
AGENT:
HERCULES
CAPITAL, INC.
By: /s/
Xxxx
Xxxxx
Name:
Xxxx
Xxxxx
Title:
Associate General
Counsel
|
EXHIBIT
A
COPYRIGHTS
None.
EXHIBIT
B
PATENTS
|
Owner
|
Description
|
Patent
/ ApplicationNumber
|
Issue /
Application Date
|
|
NEXTGEN
PRO, LLC
|
NEAR
FIELD COMMUNICATION (NFC) VEHICLE IDENTIFICATION SYSTEM AND
PROCESS
|
14/614,160
|
02/04/2015
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT
C
TRADEMARKS
|
Owner
|
Description
|
Registration/
Serial Number
|
Registration/
Application Date
|
|
|
 |
87/537,145
|
07/21/2017
|
|
|
 |
87/532,685
|
07/18/2017
|
|
|
RUMBLEON
|
5,340,911
|
11/21/2017
|
|
|
 |
87/532,644
|
07/18/2017
|
|
|
RUMBLEON
|
87/430,981
|
04/29/2017
|
|
NEXTGEN
PRO, LLC
|
 |
4,662,863
|
12/30/2014
|
|
|
|
|
|
|
|
|
|
|
