INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.3

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of December 27, 2018, is made by and between Arcimoto, Inc., an Oregon corporation (the “Grantor”) in favor of FOD Capital, LLC (the “Lender”), a Florida limited liability company, as collateral agent for the secured party under the Loan Agreement referred to below (the “Secured Party”).

WHEREAS, the Grantor has entered into a Subscription Agreement dated as of December 27, 2018 (the “Loan Agreement”), with the Lender. Capitalized terms not defined herein will have the meanings set forth in the Loan Agreement.

WHEREAS, as a condition precedent to the making of the loan by the Lender under the Loan Agreement, Grantor has executed and delivered to the Lender that certain Security Agreement dated as of December 27, 2018, made by and between the Grantor and the Lender (the “Security Agreement”).

WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Lender, for the benefit of the Secured Party, a security interest in, among other property, certain intellectual property of the Grantor, and has agreed to execute and deliver this IP Security Agreement for recording with governmental authorities, including, but not limited to, the United States Patent and Trademark Office and the United States Copyright Office.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Grant of Security. Grantor hereby pledges and grants to the Lender for the ratable benefit of the Secured Party a security interest in and to all of the right, title, and interest of Grantor in, to, and under the following (the “IP Collateral”):

(a) the patents and patent applications set forth in Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions, and reexaminations thereof and amendments thereto, as well as any foreign patents and patent applications related to the patents and patent applications set forth in Schedule 1 (the “Patents”);

(b) the trademark registrations and applications set forth in Schedule 2 hereto, together with the goodwill connected with the use thereof and symbolized thereby, and all extensions and renewals thereof (the “Trademarks”);

(c) the copyright registrations, applications, and copyright registrations and applications exclusively licensed to Grantor set forth in Schedule 3 hereto, and all extensions and renewals thereof (the “Copyrights”);

(d) all rights of any kind whatsoever of Grantor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions, and otherwise throughout the world;

(e) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

(f) any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right, but no obligation, to xxx for such legal and equitable relief and to collect, or otherwise recover, any such damages.

2. Recordation. Grantor authorizes the Commissioner for Patents, and the Commissioner for Trademarks, the Register of Copyrights, and any other government officials to record and register this IP Security Agreement upon request by the Lender.

3. Loan Documents. This IP Security Agreement has been entered into pursuant to and in conjunction with the Security Agreement, which is hereby incorporated by reference. The provisions of the Security Agreement shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of the Lender with respect to the IP Collateral are as provided by the Loan Agreement, the Security Agreement, and related documents, and nothing in this IP Security Agreement shall be deemed to limit such rights and remedies.

4. Execution in Counterparts. This IP Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this IP Security Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this IP Security Agreement.

5. Successors and Assigns. This IP Security Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.

6. Governing Law. This IP Security Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of Oregon, without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction).

[signature page follows]

IN WITNESS WHEREOF, Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

	ARCIMOTO, INC.
	By:	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxx
	Title:	CEO
	Address for Notices: 0000 Xxxx 0xx Xxxxxx
	Xxxxxx, XX 00000

	AGREED TO AND ACCEPTED
	FOD Capital, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Manager
	Address for Notices: 0000 Xxxxxx Xx, XXX #0
	Xxx Xxxx, XX 00000

Signature Page to Intellectual Property Security Agreement

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SCHEDULES

Schedule 1

PATENTS

Patents

Title		Jurisdiction		Patent Number		Issue Date		Record Owner
Narrow body ultra efficient three wheeled electric vehicle with automotive class feel		US		8,985,255		March 24, 2015		Arcimoto, Inc.
Vehicle powertrain with dual-independent transmissions		US		9,592,732		March 14, 2017		Arcimoto, Inc.
Narrow ultra efficient three wheeled vehicle with automotive class feel and handlebar steering		US		9,783,257		October 10, 2017		Arcimoto, Inc.
Narrow ultra efficient three wheeled vehicle with automotive class feel and handlebar steering		US		9,994,276		June 12, 2018		Arcimoto, Inc.
Battery assembly including multi-row battery interconnection member		US		10,164,235		December 25, 2018		Arcimoto, Inc.

Patent Applications

Title		Jurisdiction		Application/ Publication Number		Filing Date		Record Owner
Battery system		US		14/954,650		November 30, 2015		Arcimoto, Inc.

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Schedule 2

TRADEMARKS

Trademark Registrations

Xxxx		Jurisdiction		Registration Number		Registration Date		Record Owner
FUV		US		5541619		September 10, 2016		Arcimoto, Inc.
ARCIMOTO		US		5467285		May 3, 2017		Arcimoto, Inc.
FUN UTILITY VEHICLE		US		5342452		December 7, 2016		Arcimoto, Inc.
FUV		US		5325383		September 15, 2016		Arcimoto, Inc.
A (logo)		US		4997459		November 19, 2015		Arcimoto, Inc.
THE EVERYDAY ELECTRIC		US		4230594		January 27, 2011		Arcimoto, Inc.
SRK		US		4369026		April 7, 2011		Arcimoto, Inc.

Trademark Applications

Xxxx Jurisdiction ITU Status Application Number Filing Date Record Owner

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Schedule 3

COPYRIGHTS

Copyright Registrations

Title Jurisdiction Registration Number Registration Date Record Owner

Copyright Applications

Title Jurisdiction Application Number Filing Date Record Owner

Exclusively Licensed Copyright Registrations

License Agreement Copyright Title Jurisdiction Registration Number Registration Date

Exclusively Licensed Copyright Applications

License Agreement Copyright Title Jurisdiction Application Number Filing Date

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