Blueprint





  Exhibit 10.13








SECURITY AGREEMENT


THIS
SECURITY AGREEMENT (the “Agreement”), made this 8th day
of February, 2017, by and between NEXTGEN PRO, LLC, a Delaware
limited liability company, with an address of 4521 Sharon Road,
Suite 370, Charlotte, North Carolina 28211 ("Debtor"),
and NEXTGEN DEALER SOLUTIONS, LLC, a Delaware limited liability
company, with an address of 1431 Greenway Drive, Suite 775, Irving,
Texas 75038 (the "Secured
Party").


1. Grant of Security
Interest. Subject to the applicable terms of this Security
Agreement, Debtor grants to Secured Party a security interest in
the Collateral to secure the payment of the Obligation, provided
that the security interest granted hereby is subject to the
provisions of applicable law (e.g., UCC Section
9-408(c).


2. The
Obligation. As used in this Agreement, "Obligation"
means collectively all of the following:


(a) All amounts due
pursuant to the terms of an Unconditional Guaranty Agreement dated
even date herewith (the "Guaranty")
from the Debtor to Secured Party, pursuant to which the Debtor
guaranteed the payment and performance of all obligations of Smart
Server, Inc. under a Subordinated Secured Confessed Judgment
Promissory Note dated even date herewith in the face amount of One
Million Three Hundred Thirty-Three Thousand Three Hundred
Thirty-Three Dollars ($1,333,333.00).


(b) All costs incurred
by Secured Party to enforce the security interest granted hereby
("Security
Interest"), collect the Obligation, and maintain the
Collateral free of liens (other than Permitted Encumbrances as
defined on Exhibit
A attached hereto), and including (but not limited to)
reasonable attorneys' fees and legal expenses, and expenses of
sale.


 


3. The
Collateral. As used in this Security Agreement,
"Collateral"
shall mean all of Debtor's assets, both now and hereafter acquired,
and wherever located, including but not limited to:


(a) Accounts;


(b) Chattel
paper;


(c) Contracts;


(d) Deposit
accounts;


(e) Documents;


(f) Equipment;


(g) Farm
products;



 







 






(h) Fixtures;


(i) General
intangibles;


(j) Goods;


(k) Instruments;


(l) Inventory;


(m) Investment
property;


(n) Letter-of-credit
rights;


(o) Franchise
agreements; and


(p) The Patent
Collateral (hereinafter defined);


(q) The Trademark
Collateral (hereinafter defined);


(r) Intellectual
property; and


(s) Proceeds and
products of all of the foregoing;


provided however,
that the "Collateral" shall exclude the "Excluded
Property". Excluded Property means (i) motor vehicles and
other assets subject to certificates of title, letter of credit
rights and commercial tort claims; (ii) pledges and security
interests prohibited by applicable law, rule, regulation; (iii)
equity interests in any person other than wholly-owned subsidiaries
of Borrower; (iv) any lease, license or other agreement to the
extent that a grant of a security interest therein would violate or
invalidate such lease, license or agreement or create a right of
termination in favor of any other party thereto; (v) any
governmental licenses or state or local franchises, charters and
authorizations (but not registered patents and trademarks); (vi)
any equipment or other asset subject to liens securing capitalized
lease obligations or permitted purchase money
indebtedness.


“Patent
Collateral” means:


(a) All patents and
patent applications, including patent application number 14614160
known as “Near Field Communication (NFC) Vehicle
Identification System and Process” filed with the United
States Patent and Trademark Office and all registrations, reissues,
divisions, continuations, continuations-in-part, renewals,
extensions and reexaminations thereof and amendments thereto (the
"Patents");


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



 

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


(d) any and all claims
and causes of action, with respect to any of the Patents, 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, misappropriation, violation, misuse, breach or
default, with the right but no obligation to sue for such legal and
equitable relief and to collect, or otherwise recover, any such
damages.


“Trademark
Collateral” means:


(a)  All trademark
registrations and applications, including the trademark
“CyclePro” registered with the United States Patent and
Trademark Office, Registration number 4,662,863, together with the
goodwill connected with the use of and symbolized thereby and all
extensions and renewals thereof (the "Trademarks"), excluding only United States
intent-to-use trademark applications to the extent that and solely
during the period in which the grant of a security interest therein
would impair, under applicable federal law, the registrability of
such applications or the validity or enforceability of
registrations issuing from such applications;


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


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


(d) any and all claims
and causes of action, with respect to any of the Trademarks,
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 sue for such legal
and equitable relief and to collect, or otherwise recover, any such
damages.


 


4. Debtor's
Covenants.


(a) Debtor shall
maintain at its principal place of business complete records
regarding all account balances due Debtor, whether secured or
unsecured, which account balances comprise the Collateral
hereunder. Such records shall include, without limitation, current
statements of balances due, and copies of all contracts,
instruments or documents evidencing, securing or guarantying such
balances. Upon reasonable prior notice by Secured Party, Debtor
shall make all such records available for inspection and copying by
Secured Party and/or its agents during normal business
hours.



 

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(b) Debtor covenants
and agrees that it shall: (i) take adequate care of the Collateral
(except as provided in 4(b)(viii) below) in accordance with
reasonable and customary business practices for similar businesses
as the Debtor's, reasonable wear and tear excepted; (ii) insure the
Collateral for such hazards and in such amounts customary for
similar businesses as the Debtor's, with policies to name the
Secured Party as additional insured and/or loss payee, as the case
may be; (iii) pay all costs necessary to enforce the Security
Interest, collect the Obligation, and maintain the Collateral free
of liens (other than Permitted Encumbrances), including (but not
limited to) taxes, assessments, reasonable attorneys' fees and
legal expenses, and expenses of sale; (iv) furnish Secured Party
with any information on the Collateral reasonably requested by
Secured Party; (v) upon receipt of reasonable prior written notice,
allow Secured Party to inspect the Collateral, and inspect and copy
all records relating to the Collateral and the Obligation, in each
case, during business hours; (vi) take commercially reasonable
steps to preserve the liability of account debtors, obligors, and
secondary parties whose obligations are part of the Collateral;
(vii) notify Secured Party of any material change occurring in or
to the Collateral, taken as a whole, and (viii) in its sole
discretion, make the decisions regarding any continued prosecution
and maintenance of the Patent Collateral and Trademark
Collateral.


(c) Debtor agrees and
covenants that it shall not (without Secured Party's consent, which
shall not be unreasonably withheld): (i) remove the Collateral or
any records relating thereto from the address set forth above; (ii)
allow the Collateral to become an accession to other goods; or
(iii) allow the Collateral to be affixed to real estate, except
goods identified herein as fixtures.


(d) Debtor warrants and
represents to the best of its information, knowledge and belief, as
follows: no financing statement or collateral assignment has been
filed or executed with respect to the Collateral except in favor of
the Secured Party; (ii) Debtor is absolute owner of the Collateral
and the Collateral is not encumbered other than by Permitted
Encumbrances; (iii) none of the Collateral is affixed to real
estate or an accession to other goods, nor will Collateral acquired
hereafter be affixed to real estate or an accession to other goods
when acquired, unless Debtor has furnished Secured Party the
consents or disclaimers necessary to make this Security Interest
valid against persons holding interests in the real estate or other
goods; (iv) all of the Collateral is located at Debtor's address
set forth above; (v) Debtor has never been known by, or done
business under, any name other than those set forth
above.


(e) Debtor authorizes
Secured Party to (i) file financing statements and assignments
covering the Collateral and all personal property of Debtor and
containing such legends as Secured Party shall deem necessary or
desirable to protect Secured Party's interest in the Collateral,
and (ii) file and have recorded with the United States Patent and
Trademark Office a short-form of a security agreement evidencing
the Security Interest in the Patent Collateral and Trademark
Collateral in the forms attached hereto and incorporated herein by
reference as Exhibits B and C.


5. Default.


(a) Any "Default" as
defined under the Note or the Guaranty shall be an event of default
hereunder. "Senior Debt" means any indebtedness of the Debtor as
defined under United States Generally Accepted Accounting
Principles ("GAAP"), as
in effect on the date hereof, that is secured by any assets of the
Debtor, including, but not limited to (i) any indebtedness for
borrowed money or indebtedness evidenced by notes, bonds or similar
instruments, including any term loan, revolving credit financing,
working capital financing, floor plan financing or real estate
financing, and (ii) purchase money indebtedness and capital leases,
in each case, whether now existing or entered into after the date
hereof.



 

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(b) When an event of
default occurs, the entire Obligation becomes immediately due and
payable at Secured Party's option without notice to Debtor, and
Secured Party may proceed to enforce payment of same and exercise
any and all of the rights and remedies available to a secured party
under the Uniform Commercial Code as well as all other rights and
remedies provided for herein or by law. When Debtor is in default,
Debtor, upon demand by Secured Party, shall assemble the Collateral
and make it available to Secured Party at a place reasonably
convenient to both parties. Debtor is entitled to any surplus and
shall be liable to Secured Party for any deficiency, arising from
accounts, contract rights, or chattel paper included in the
Collateral through sale thereof to the Secured Party.


6. Remedies of Secured
Party. Secured Party may, in its discretion, after an event
of default: (i) require Debtor to give possession or control of the
Collateral to Secured Party, and Secured Party may take possession
of the Collateral without the exercise of judicial process; (ii)
indorse as Debtor's agent any instruments or chattel paper in the
Collateral; (iii) notify account debtors and obligors on
instruments to make payment directly to Secured Party; (iv) contact
account debtors directly to verify information furnished by Debtor;
(v) take control of proceeds and use cash proceeds to reduce any
part of the Obligation; (vi) take any action Debtor is required to
take or otherwise necessary to perfect, preserve, and enforce the
Security Interest, and maintain and preserve the Collateral,
without notice to Debtor, and add costs of same to the Obligation
(but Secured Party is under no duty to take any such action); (vii)
release Collateral in its possession to Debtor, temporarily or
otherwise; (viii) take control of funds generated by the
Collateral, such as dividends, interest, proceeds or refunds from
insurance, and use same to reduce any part of the Obligation; and
(ix) waive any of its rights hereunder without such waiver
prohibiting the later exercise of the same or similar
rights.


7. Satisfaction of
Liens. If Secured Party disposes of the Collateral following
default, the proceeds of such disposition shall be applied first to
the Note secured by the Guaranty included in the Obligation, and
thereafter to all remaining Obligations secured hereby. For
purposes of this paragraph, an extended or renewed guaranty will be
considered executed on the date of the original
Guaranty.


8. Subordination.
Notwithstanding anything to the contrary set forth in this Security
Agreement:


(a) The Security
Interest shall be subordinated for all purposes and in all respects
to the liens and security interests securing any Senior Debt,
regardless of the time, manner or order of perfection of any such
liens and security interests.


(b) Promptly upon
Debtor's request, Secured Party will from time to time execute and
deliver a subordination agreement on the terms consistent with
Section 7 of the Note and this Section 8 and reasonably requested
by any holder of any Senior Debt (or any agent for such holders),
including but not limited to subordination provisions providing for
subordination of the Note, the Obligation and the Security Interest
to any Senior Debt.



 

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9. Release.
Upon payment in full of the Obligation, the Security Interest shall
automatically terminate and be released without any further action
of the Secured Party, and at such time Debtor is authorized to file
terminations, releases and any other document necessary to
terminate and release any evidence of the Security Interest
delivered by Debtor or otherwise recorded or filed to evidence the
Security Interest, including releases of UCC financing
statements.


10. Miscellaneous.
The rights and privileges of Secured Party shall inure to its
successors and assigns. All representations, warranties, covenants
and agreements of Debtor shall bind Debtor and Debtor's successors
and assigns. Unless otherwise defined herein, definitions in the
Uniform Commercial Code apply to words and phrases in this
Agreement. Debtor waives presentment, demand, notice of dishonor,
protest, and extension of time without notice as to any instruments
and chattel paper in the Collateral. Notice mailed to Debtor's
address set forth above, or to Debtor's most recent changed address
on file with Secured Party, at least five (5) days prior to the
related action (or, if the Uniform Commercial Code specifies a
longer period, such longer period prior to the related action),
shall be deemed reasonable. The laws of the State of Maryland shall
govern the rights and obligations of the parties to this Security
Agreement and the interpretation, construction and enforceability
thereof. As used herein, the singular shall include the plural, the
plural shall include the singular, and the use of any gender shall
include all genders. A photographic or other reproduction of this
Security Agreement, or any financing statement signed by Debtor, is
sufficient as a financing statement.







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IN
WITNESS WHEREOF, the parties have executed this Security Agreement
under seal as of the day and year first above written.


 


	

WITNESS:


 


 


 


______________________________________________

	

NEXTGEN
PRO, LLC


 


 


 


By:  /s/
Marshall Chesrown         
                 
                 
           (SEAL)


Marshall Chesrown,
President


 


"Debtor"


	
 

	
 


	
 

	
 


	

WITNESS:


 


    
                                                                                       



	

NEXTGEN
DEALER SOLUTIONS, LLC


 



By: /s/
Kartik Kakarala              
                 
                 
            
(SEAL)




Kartik
Kakarala, Manager


 


"Secured
Party"







 







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EXHIBIT "A"



Permitted Encumbrances


(a) liens created
hereby or otherwise securing the Note;


(b) the following liens
existing on the date hereof and any renewals or extensions thereof:
________________________________________________________;


(c) liens (other than
liens imposed under ERISA) for taxes, assessments or governmental
charges or levies not yet due or which are being contested in good
faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books
of the applicable person in accordance with GAAP;


(d) statutory or common
law liens of landlords (and customary landlords’ liens in
leases), carriers, warehousemen, mechanics, materialmen and
suppliers and other liens imposed by law or pursuant to customary
reservations or retentions of title arising in the ordinary course
of business, provided that such liens secure only amounts not
overdue by more than 90 days or, if more than 90 days overdue, are
unfiled and no other action has been taken to enforce such lien or
which are being contested in good faith by appropriate proceedings
for which adequate reserves determined in accordance with GAAP have
been established;


(e) pledges or deposits
in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other
social security legislation, other than any lien imposed by
ERISA;


(f) deposits to secure
the performance of bids, trade contracts and leases, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;


(g) easements,
rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially
detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of
the applicable person;


(h) judgment liens in
respect of judgments, the uninsured portion of which, if any, does
not exceed $100,000;


(i) liens securing
Senior Debt;


(j) leases or subleases
granted to others not interfering in any material respect with the
business of Debtor;


(k) any interest of
title of a lessor under, and liens arising from UCC financing
statements (or equivalent filings, registrations or agreements in
foreign jurisdictions) relating to, leases;


(l) normal and
customary rights of setoff upon deposits of cash in favor of banks
or other depository institutions;


(m) liens of a
collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection;


(n) liens of sellers of
goods to the Debtor arising under Article 2 of the Uniform
Commercial Code or similar provisions of applicable law in the
ordinary course of business, covering only the goods sold and
securing only the unpaid purchase price for such goods and related
expenses; and


(o) liens existing on
property at the time of its acquisition; provided, that, (i) such lien was not
created in contemplation of such acquisition, and (ii) such lien
does not encumber any property other than the property encumbered
at the time of such acquisition.




 

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EXHIBIT
“B”


PATENT
SECURITY AGREEMENT


THIS
PATENT SECURITY AGREEMENT (the “Agreement”), made this
8th day of February, 2017, by and between NEXTGEN PRO, LLC, a
Delaware limited liability company, with an address of 4521 Sharon
Road, Suite 370, Charlotte, North Carolina 28211
(“Debtor”), and NEXTGEN
DEALER SOLUTIONS, LLC, a Delaware limited liability company, with
an address of 1431 Greenway Drive, Suite 775, Irving, Texas 75038
(the “Secured
Party”).


WHEREAS, Debtor has
executed an Unconditional Guaranty Agreement dated even date
herewith (the "Guaranty")
in favor of the Secured Party, pursuant to which the Debtor
guaranteed the payment and performance of all obligations of Smart
Server, Inc. under a Subordinated Secured Confessed Judgement
Promissory Note executed in favor of the Secured Party on the date
hereof.


WHEREAS, to secure
the obligations under the Guaranty, the Debtor executed and
delivered to the Secured Party that certain Security Agreement
dated as of the date hereof (the “Security
Agreement”).


WHEREAS, under the
terms of the Security Agreement, the Debtor granted to the Secured
Party, a security interest in, among other property, certain
intellectual property of the Debtor, and agreed to execute and
deliver this Patent Security Agreement, for recording with
national, federal and state government authorities, including, but
not limited to, the United States Patent and Trademark
Office.


NOW
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor agrees with
the Secured Party as follows:


1. Grant of Security. Debtor
hereby pledges and grants to the Secured Party a security interest
in and to all of the right, title and interest of such Debtor in,
to and under the following, wherever located, and whether now
existing or hereafter arising or acquired from time to time (the
“Patent
Collateral”):


(a) All patents and
patent applications, including patent application number 14614160
entitled “Near Field Communication (NFC) Vehicle
Identification System and Process” filed with the United
States Patent and Trademark Office and all registrations, reissues,
divisions, continuations, continuations-in-part, renewals,
extensions and re-examinations thereof and amendments thereto (the
“Patents”);


(b) all rights of any
kind whatsoever of such Debtor accruing under any of the Patents
provided by applicable law of any jurisdiction, by international
treaties and conventions and otherwise throughout the
world;



 

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


(d) any and all claims
and causes of action, with respect to any of the Patents, 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, misappropriation, violation, misuse, breach or
default, with the right but no obligation to sue for such legal and
equitable relief and to collect, or otherwise recover, any such
damages.


2. Recordation. Debtor authorizes
the Commissioner for Patents and any other government officials to
record and register this Patent Security Agreement upon request by
the Secured Party.


3. Loan Documents. This Patent
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, including the provisions in Section 8 for subordination,
shall supersede and control over any conflicting or inconsistent
provision herein. The rights and remedies of the Secured Party with
respect to the Patent Collateral are as provided by the Security
Agreement, and nothing in this Patent Security Agreement shall be
deemed to limit such rights and remedies.


4. Execution in Counterparts. This
Patent 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 Patent 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 Patent Security
Agreement.


5. Successors and Assigns. This
Patent 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 Patent
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 Patent 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 Maryland, without giving effect to any choice or
conflict of law provision or rule (whether of the State of Maryland
or any other jurisdiction).


 


[Intentionally
Left BlankóSignature Page Follows]


 




 

10








 






 


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


 


	
 

	

NEXTGEN
PRO, LLC


 


	
 

	

By: 
/s/ Marshall
Chesrown



Name:
Marshall
Chesrown


Title:President


Address
for Notices:


4521
Sharon Road


Suite
370


Charlotte,
North Carolina 28211


Attention:
Steven Berrard







 


 


AGREED
TO AND ACCEPTED:


	


NEXTGEN DEALER SOLUTIONS, LLC


 


	

By:/s/
Kartik
Kakarala


Name:
Kartik
Kakarala


Title:President


Address
for Notices:


1431
Greenway Drive


Suite
775


Irving,
Texas 75038


Attention:
Kartik Kakarala







 



 

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EXHIBIT
“C”


TRADEMARK
SECURITY AGREEMENT


THIS
TRADEMARK SECURITY AGREEMENT (the “Agreement”), made this
8th day of February, 2017, by and between NEXTGEN PRO, LLC, a
Delaware limited liability company, with an address of 4521 Sharon
Road, Suite 370, Charlotte, North Carolina 28211
(“Debtor”), and NEXTGEN
DEALER SOLUTIONS, LLC, a Delaware limited liability company, with
an address of 1431 Greenway Drive, Suite 775, Irving, Texas 75038
(the “Secured
Party”).


WHEREAS, Debtor has
executed an Unconditional Guaranty Agreement dated even date
herewith (the "Guaranty")
in favor of the Secured Party, pursuant to which the Debtor
guaranteed the payment and performance of all obligations of Smart
Server, Inc. under a Subordinated Secured Confessed Judgement
Promissory Note executed in favor of the Secured Party on the date
hereof.


WHEREAS, to secure
the obligations under the Note, the Debtor executed and delivered
to the Secured Party that certain Security Agreement dated as of
the date hereof (the “Security
Agreement”).


WHEREAS, under the
terms of the Security Agreement, the Debtor granted to the Secured
Party, a security interest in, among other property, certain
intellectual property of the Debtor, and agreed to execute and
deliver this Trademark Security Agreement, for recording with
national, federal and state government authorities, including, but
not limited to, the United States Patent and Trademark
Office.


NOW
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor agrees with
the Secured Party as follows:


1. Grant of Security. Debtor
hereby pledges and grants to the Secured Party a security interest
in and to all of the right, title and interest of such Debtor in,
to and under the following, wherever located, and whether now
existing or hereafter arising or acquired from time to time (the
“Trademark
Collateral”):


 (a) All trademark
registrations and applications, including the
trademark

 




 
registered with the United States Trademark and Trademark Office,
Registration number 4,662,863, together with the goodwill connected
with the use of and symbolized thereby and all extensions and
renewals thereof (the “Trademarks”),
excluding only United States intent-to-use trademark applications
to the extent that and solely during the period in which the grant
of a security interest therein would impair, under applicable
federal law, the registrability of such applications or the
validity or enforceability of registrations issuing from such
applications;



 

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(b) all rights of any
kind whatsoever of such Debtor accruing under any of the Trademarks
provided by applicable law of any jurisdiction, by international
treaties and conventions and otherwise throughout the
world;


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


(d) any and all claims
and causes of action, with respect to any of the Trademarks,
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 sue for such legal
and equitable relief and to collect, or otherwise recover, any such
damages.


2. Recordation. Debtor authorizes
the Commissioner for Trademarks and any other government officials
to record and register this Trademark Security Agreement upon
request by the Secured Party.


3. Loan Documents. This Trademark
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, including the provisions in Section 8 for subordination,
shall supersede and control over any conflicting or inconsistent
provision herein. The rights and remedies of the Secured Party with
respect to the Trademark Collateral are as provided by the Security
Agreement, and nothing in this Trademark Security Agreement shall
be deemed to limit such rights and remedies.


4. Execution in Counterparts. This
Trademark 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 Trademark 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 Trademark Security
Agreement.


5. Successors and Assigns. This
Trademark 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 Trademark
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 Trademark 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 Maryland, without giving effect to any choice or
conflict of law provision or rule (whether of the State of Maryland
or any other jurisdiction).


 







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


 


	
 

	

NEXTGEN
PRO, LLC


 


	
 

	

By:
/s/
Marshall
Chesrown


Name:
Marshall
Chesrown


Title:President


Address
for Notices:


4521
Sharon Road


Suite
370


Charlotte,
North Carolina 28211


Attention:
Steven Berrard







 


 


AGREED
TO AND ACCEPTED:


	


NEXTGEN DEALER SOLUTIONS, LLC


 


	

By:
/s/
Kartik
Kakarala


Name:
Kartik
Kakarala


Title:President


Address
for Notices:


1431
Greenway Drive


Suite
775


Irving,
Texas 75038


Attention:
Kartik Kakarala



















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