Vertex Energy Inc. 8-K


Exhibit 10.2


 





 


Intellectual
Property Security Agreement


 


This Intellectual Property
Security Agreement is made as of April 1, 2022 (this “IP Security Agreement”), by and between Vertex Energy
Operating, LLC, a Texas limited liability company (“Grantor”), and Cantor Fitzgerald Securities,
as administrative and collateral agent for Lenders (as defined below) (in such capacities, the “Agent”).


 


RECITALS


 


A.       Agent,
Grantor and the lender(s) party thereto (collectively, the “Lenders”) are entering into that certain Loan and Security
Agreement dated as of April 1, 2022 (as the same may be modified, amended, supplemented, restated, amended and restated, superseded or
otherwise modified from time to time, the “LSA”) whereby the Lenders are to provide Term Loans and other financial
accommodations to Grantor pursuant to the terms of the LSA. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the LSA.


 


B.       It
is a condition precedent to the effectiveness of the LSA that the parties hereto shall have executed and delivered this IP Security
Agreement.


 


Now,
Therefore, the parties hereto agree as follows:


 


1.        Grant
of Security Interest. As collateral security for the prompt and complete payment and performance of all of Grantor’s
present or future Obligations under the Loan Documents, Grantor hereby grants Agent, for itself and the benefit of the Lenders, a security
interest in and to Grantor’s entire right, title and interest in, to and under the following, now or hereafter existing, created,
acquired or held by Grantor (all of which shall collectively be called the “IP Collateral”):


 


		a.	Any and all Copyrights, including, without limitation, those U.S. applications and registrations set forth
on Exhibit A attached hereto and incorporated herein by this reference (collectively, the “Copyrights”).



 


		b.	Any and all Patents, including, without limitation, those U.S. applications and issued patents set forth
on Exhibit B attached hereto and incorporated herein by this reference (collectively, the “Patents”);



 


		c.	Any and all Trademarks, including, without limitation, those U.S. applications and registrations set forth
on Exhibit C attached hereto and incorporated herein by this reference (collectively, the “Trademarks”);



 


		d.	Any and all claims for damages by way of past, present and future infringement of any of the rights included
above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property
rights identified above;



 


		e.	All amendments, renewals and extensions of any of the Copyrights, Patents or Trademarks; and



 


		f.	All proceeds and products of the foregoing.



 


Notwithstanding the foregoing, in no event shall
the IP Collateral include: any intent-to use Trademark applications prior to the filing of a “Statement of Use”, “Amendment
to Allege Use” or similar filing with regard thereto, to the extent and solely during the period, in which the grant of a security
interest therein may impair the validity or enforceability of any Trademark that may issue from such intent to use Trademark application
under applicable law.


 


1.                          Authorization and Request. Grantor authorizes and requests that
the Register of Copyrights and the Commissioner of Patents and Trademarks record this security interest.


 






     


     


    




 


2.                          Counterparts.
This IP Security Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart
of a signature page of this IP Security Agreement by telecopy or other electronic imaging means (e.g. PDF by email) shall be effective
as delivery of a manually executed counterpart. 


 


3.                          Governing
Law. New York law governs this IP Security Agreement without regard to principles of conflicts of law. 


 


4.                          Conflict.
In the event of a conflict between any term and/or provision contained in this IP Security Agreement with any term and/or provision
contained in any of LSA, the term and/or provision of the LSA shall govern. 


 


5.                          Cantor Fitzgerald Securities is entering into this IP Security Agreement solely in its capacity as Agent and shall be
entitled to all of the rights, privileges and immunities set forth in the LSA in acting hereunder.


 


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IN WITNESS WHEREOF, the Grantor has caused this
Intellectual Property Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 


 





	 	VERTEX ENERGY OPERATING, LLC, as Grantor
	 	 	 
	 	By:	/s/ Benjamin P. Cowart
	 	Name:	Benjamin P. Cowart
	 	Title:	President and Chief Executive Officer



 




     


     


    

 


 


ACCEPTED AND AGREED


as of the date first above written:


 


CANTOR FITZGERALD SECURITIES, as Agent


 





	By:	/s/ James Buccola	 
	Name:	James Buccola	 
	Title:	Head of Fixed Income	 



 




     


     


    

 


Exhibit A


 


Copyrights


 


None.


 




     


     


    

 


Exhibit B


 


Patents


 


	Patent	Owner	Issue Date 
	“System for producing an American Petroleum Institute Standards Group III Base Stock from vacuum gas oil” (US #10,421,916 B2)	Vertex Energy	9/24/2019
	“System for producing an American Petroleum Institute Standards Group III Base Stock from vacuum gas oil” (US #10,723,961 B2)	Vertex Energy	7/28/2020



 



     


     


    

 


Exhibit C


 


Trademarks


 


	Trademark	Owner	Registration Date	Registration Number 
	VTX	Vertex Energy Operating, LLC	August 20, 2019	5839953
	Vertex (Design)	Vertex Energy Operating, LLC	April 4, 2017	5177437
	Producing Tomorrow’s Energy	Vertex Energy Operating, LLC	March 28, 2017	5172491
	Vertex	Vertex Energy Operating, LLC	July 26, 2016	5007123