Exhibit
10.20


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
Intellectual Property SECURITY AGREEMENT (this “Agreement”),
dated as of January 22, 2021, by Endexx Corporation, a Nevada corporation (the “Grantor”), is in favor of Apollo
Management SPV LLC, a Florida limited liability company (the “Secured Party”).


 


W
I T N E S S E T H:


 


WHEREAS,
reference is made to that certain Security Agreement, dated as of the date hereof (as amended, restated, supplemented, or otherwise
modified from time to time, the “Security Agreement”), entered into by and among the Grantor, the other “Guarantors”
party thereto, and the Secured Party, which secures certain now existing and future arising obligations owing to the Secured Party
as provided in the Security Agreement;


 


WHEREAS,
pursuant to the Security Agreement, the Grantor is required to execute and deliver to the Secured Party this Agreement;


 


WHEREAS,
pursuant to the terms of the Security Agreement, the Grantor has granted to the Secured Party, a security interest in substantially
all the assets of the Grantor, including all right, title and interest of the Grantor in, to and under all now owned and hereafter
acquired (i) trademarks, patents, and copyrights; (ii) trademark applications, patent applications, and copyright applications;
and (iii) trademark licenses, patent licenses, and copyright licenses, and all products and proceeds thereof, to secure the payment
of the Obligations (as defined in the Security Agreement).


 


NOW,
THEREFORE, in consideration of the premises and for such other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Grantor hereby grants to the Secured Party, to secure the Obligations, a continuing security
interest in all of the Grantor’s right, title, and interest in, to and under the following, whether presently existing or
hereafter created or acquired:


 


1.
Each United States and foreign trademark and trademark application, including, without limitation, each United States federally
registered trademark and trademark application referred to in Schedule 1 annexed hereto, together with any reissues, continuations,
or extensions thereof and all goodwill associated therewith;


 


2.
Each trademark license, including, without limitation, each trademark license listed on Schedule 1 annexed hereto, together
with all goodwill associated therewith;


 


3.
All products and proceeds of the foregoing items 1 through 2, including, without limitation, any claim by the Grantor against
third parties for past, present or future infringement, misappropriation, dilution, violation, or other impairment of any trademark,
including, without limitation, any trademark referred to in Schedule 1 annexed hereto, any trademark issued pursuant to
a trademark application referred to in Schedule 1 and any trademark licensed under any trademark license listed on Schedule
1 annexed hereto (items 1 through 3 being herein collectively referred to as the “Trademark Collateral”);


 


4.
Each United States and foreign patent and patent application, including, without limitation, each United States federally registered
patent and patent application referred to in Schedule 2 annexed hereto, together with any reissues, continuations, or extensions
thereof and all goodwill associated therewith;


 




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5.
Each patent license, including, without limitation, each patent license listed on Schedule 2 annexed hereto, together with
all goodwill associated therewith;


 


6.
All products and proceeds of the foregoing items 4 and 5, including, without limitation, any claim by the Grantor against third
parties for past, present, or future infringement, misappropriation, dilution, violation, or other impairment of any patent, including,
without limitation, any patent referred to in Schedule 2 annexed hereto, any trademark issued pursuant to a patent application
referred to in Schedule 2 and any patent licensed under any patent license listed on Schedule 2 annexed hereto (items
4 through 6 being herein collectively referred to as the “Patent Collateral”);


 


7.
Each United States and foreign copyright and copyright application, including, without limitation, each United States federally
registered copyright and copyright application referred to in Schedule 3 annexed hereto, together with any reissues, continuations,
or extensions thereof and all goodwill associated therewith;


 


8.
Each copyright license, including, without limitation, each copyright license listed on Schedule 3 annexed hereto, together
with all goodwill associated therewith; and


 


9.
All products and proceeds of the foregoing items 7 and 8, including, without limitation, any claim by the Grantor against third
parties for past, present or future infringement, misappropriation, dilution, violation, or other impairment of any copyright,
including, without limitation, any copyright referred to in Schedule 3 annexed hereto, any copyright issued pursuant to
a copyright application referred to in Schedule 3, and any copyright licensed under any copyright license listed on Schedule
3 annexed hereto (items 7 through 9 being herein collectively referred to as the “Copyright Collateral”;
items 1 through 9 being herein (i.e., the Trademark Collateral, the Patent Collateral, and the Copyright Collateral)
collectively referred to as the “IP Collateral”).


 


This
security interest is granted in conjunction with the security interests granted to the Collateral Agent, for itself and on behalf
of the other Secured Party, pursuant to the Security Agreement. The Grantor hereby acknowledges and affirms that the rights and
remedies of the Collateral Agent with respect to the security interest in the IP 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. Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Security Agreement.


 


Grantor
shall give Collateral Agent prior written notice of no less than five (5) Business Days before filing any additional application
for registration of any trademark and prompt notice in writing of any additional trademark registrations, patent registration,
or copyright registrations granted therefor after the date hereof. Without limiting Grantor’s obligations under this paragraph,
Grantor hereby authorizes Collateral Agent unilaterally to modify this Agreement by amending Schedules 1, 2, or 3 to include any
future United States registered trademarks, patents, copyrights, or applications therefor of Grantor. Notwithstanding the foregoing,
no failure to so modify this Agreement or amend Schedules 1, 2, or 3 shall in any way affect, invalidate or detract from Collateral
Agent’s continuing security interest in all Collateral, whether or not listed on Schedule 1, 2, or 3.


 


Grantor
hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility
for the prosecution, defense, enforcement, or any other necessary or desirable actions in connection with their trademarks subject
to the security interest hereunder.


 




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This
Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart.


 


This
Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Agreement and all disputes arising hereunder shall be governed by, the laws of the State of Florida, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Florida. The parties hereto (a) agree
that any legal action or proceeding with respect to this Agreement or any other agreement, document, or other instrument executed
in connection herewith or therewith, shall be brought in any state or federal court located within the City of Miami, State of
Florida, (b) irrevocably waive any objections that either may now or hereafter have to the venue of any suit, action or proceeding
arising out of or relating to this Agreement, or any other agreement, document, or other instrument executed in connection herewith,
brought in the aforementioned courts, and (c) further irrevocably waive any claim that any such suit, action, or proceeding brought
in any such court has been brought in an inconvenient forum.


 


The
Grantor has caused this Intellectual Property Security Agreement to be duly executed by its duly authorized officer thereunto
as of the date first set forth above.


 





	 	ENDEXX
    CORPORATION
	 	 	                    
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Acknowledged:


 


	APOLLO
    MANAGEMENT SPV LLC	 
	 	 
	By:	                	 
	Name:	 	 
	Title:	 	 


 




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SCHEDULE
1


to


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


Trademark
Collateral


 


	FILE
NO.	 	COUNTRY	 	MARK
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




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SCHEDULE
2


to


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


Patent
Collateral


 


	Patent/Application
#	 	Filing
Date	 	Title
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




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SCHEDULE
3


to


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


Copyright
Collateral


  




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