Exhibit 10.1.9


 


Execution
Version


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


THIS INTELLECTUAL PROPERTY
SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”),
dated as of November 14, 2016, is made by Fusion
NBS Acquisition Corp., a Delaware corporation (the “Borrower”),
Fusion Telecommunications International,
Inc., a Delaware corporation (“Fusion”), Network
Billing Systems, L.L.C., a New Jersey limited liability company (“NBS”), PingTone
Communications, Inc., a Delaware corporation (“PingTone”),
Fusion BVX LLC, a Delaware
limited liability company (“BVX”), Fidelity
Telecom, LLC, an Ohio limited liability company (“Fidelity Telecom”), Fidelity
Access Networks, Inc., an Ohio corporation (“Fidelity”), Fidelity
Connect LLC, an Ohio limited liability company (“Fidelity Connect”), Fidelity
Voice Services, LLC, an Ohio limited liability company (“Fidelity Voice”), Fidelity
Access Networks, LLC, an Ohio limited liability company (“Fidelity Networks”) and Apptix,
Inc., a Florida corporation (“Apptix”; and, together with Borrower, Fusion, NBS, PingTone, BVX, Fidelity
Telecom, Fidelity, Fidelity Connect, Fidelity Voice and Fidelity Networks, individually a “Grantor” and collectively
the “Grantors”), and East
West Bank (“EWB”) (in its capacity as Administrative
Agent under the Credit Agreement defined below, “Administrative Agent”), as Administrative Agent under that
certain Credit Agreement, dated as of November 14, 2016 (as may be amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), by and among Borrower, Administrative Agent and the Lenders from time to time
party thereto (the “Lenders”). Terms defined in the Credit Agreement and not otherwise defined herein are used
herein as defined in the Credit Agreement.


 


WHEREAS, as a condition
precedent to the making of Loans by the Lenders, each Grantor has executed and delivered that certain Pledge and Security Agreement,
dated as of November 14, 2016, by and among the Grantors and Administrative Agent (as amended, restated, supplemented or otherwise
modified from time to time, the “Security Agreement”); and


 


WHEREAS, under the
terms of the Security Agreement, each Grantor has granted a security interest in, among other property, certain intellectual property
of such Grantor to Administrative Agent, and has agreed as a condition thereof to execute this IP Security Agreement covering such
intellectual property for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental
authorities.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:


 


SECTION 1.          Grant
of Security.  Each Grantor hereby grants to Administrative Agent a security interest in and to
all of Grantor’s right, title and interest in and to the following (the “Collateral”):


 




     


     


    

  


(i)          the
United States, international and foreign patents, patent applications and patent licenses set forth in Schedule A hereto
(as such Schedule A may be supplemented from time to time by supplements to the Security Agreement and this IP Security Agreement,
each such supplement, an “IP Security Agreement Supplement”), executed and delivered by such Grantor
to Administrative Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions
and reexaminations thereof, and all rights therein provided by international treaties or conventions (the “Patents”);


 


(ii)         The
United States and foreign trademark and service mark registrations, applications, and licenses set forth in Schedule B hereto
(as such Schedule B may be supplemented from time to time by an IP Security Agreement Supplement executed and delivered
by such Grantor to Administrative Agent from time to time) (the “Trademarks”);


 


(iii)        the
copyrights, United States and foreign copyright registrations and applications and copyright licenses set forth in Schedule
C hereto (as such Schedule C may be supplemented from time to time by an IP Security Agreement Supplement executed and
delivered by such Grantor to Administrative Agent from time to time) (the “Copyrights”);


 


(iv)        any
and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks
and Copyrights, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and


 


(v)         any
and all proceeds of the foregoing.


 


Notwithstanding the
foregoing, however, the Collateral shall not include any intent-to-use trademark, prior to the filing of a “Statement of
Use” with respect thereto if and solely to the extent that (and so long as) any such intent-to-use trademark application
would be rendered void by the attachment or creation of a security interest in the right, title or interest of such Grantor therein).


 


SECTION 2.          Security
for Obligations. The grant of a security interest in the Collateral by each Grantor under this IP Security Agreement secures
the payment of the Obligations (as defined in the Credit Agreement) and the Guaranteed Obligations (as defined in the Guaranty)
of each Grantor now or hereafter existing, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest (including any interest that accrues after the commencement of bankruptcy), premiums, penalties, fees, indemnifications,
contract causes of action, costs, expenses or otherwise.


 


SECTION 3. Recordation.
Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner of Patents and Trademarks and any other
applicable government office record this IP Security Agreement.


 


SECTION 4. Execution
in Counterparts. This Agreement may be executed in 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.


 




     


     


    

 


 


SECTION 5.          Grants,
Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement.
Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies
of, the Administrative Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions
of which are incorporated herein by reference as if fully set forth herein.


 


SECTION 6. Governing
Law. This IP Security Agreement shall be governed by, and construed and enforced in accordance
with, the Law of the State of New York without regard to principles of conflict of Law.


 


[SIGNATURE PAGE FOLLOWS]


  




     


     


    

  


IN WITNESS WHEREOF, Grantors have caused
this IP Security Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date
first above written.


 


	Address for Notices: 
	FUSION NBS ACQUISITION CORP., 

a Delaware corporation, as a Grantor
	c/o Fusion Telecommunications International, Inc.	 
	420 Lexington Avenue, Suite 1718	By:	/s/ Gordon Hutchins, Jr.
	New York, NY 10170	 	Name:  
	Attention: General Counsel	 	Its:


  


	 	FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.,
a Delaware corporation, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	NETWORK BILLING SYSTEMS, L.L.C.,


a New Jersey limited liability company, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	PINGTONE COMMUNICATIONS, INC., 

a Delaware corporation, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	FUSION BVX LLC, 

a Delaware limited liability company, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:


 


 




     


     


    

 


 


	 	FIDELITY TELECOM, LLC, 

an Ohio limited liability company, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	FIDELITY ACCESS NETWORKS, INC., 

an Ohio corporation, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	FUSION ACCESS NETWORKS, LLC, 

an Ohio limited liability company, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	FIDELITY VOICE SERVICES, LLC, 

an Ohio limited liability company, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	FIDELITY CONNECT, LLC, 

an Ohio limited liability company, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:
	 	 
	 	APPTIX, INC., a Florida corporation, as a Grantor
	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name:  
	 	 	Its:


 




     


     


    

 


 


IN WITNESS WHEREOF, Administrative Agent
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.


 


	 	EAST WEST BANK, as Administrative 

Agent
	 	 
	 	By:	/s/ Richard Vian
	 	Name: Richard Vian
	 	Its: Senior Vice President
	 	 


 


 


	Address for Notices:	 
	 	 
	East West Bank	 
	135 N. Los Robles Avenue, 2nd Floor	 
	Pasadena, California 91101	 
	Attention:  Richard Vian,	 
	Telecommunications Lending	 
	Email: Richard. Vian@eastwestbank.com	 


 


 




     


     


    

 


Schedule A 


 


Patents


 


None.


 







     


     


    

 


Schedule B 


 


Trademarks


 


	
        Owner

        Trademark Description
	 	U.S. Registration/Serial No./

 Application No.	 	Date Registered/Filed
	 	 	 	 	 
	Network Billing Systems, L.L.C.	 	 
	
        V.O.I.C.E the one that Works!

         
	 	
        Registration No. 3264612

         
	 	Registered: July 17, 2007
	Fusion Telecommunications International, Inc. 	 	 
	Fusion Telecom	 	Registration No. 2970850	 	
        Registered: July 19, 2005

         

	FUSION	 	Serial No. 86281292 	 	
        Filed: May 14, 2014

         

	FUSION	 	Serial No. 86281295 	 	
        Filed: May 14, 2014

         

	CLEAR CONNECTIONS IN THE CLOUD	 	
        Serial No. 86281300

        Registration No. 4,775,318
	 	
        Filed: May 14, 2014

        Registered: July 21, 2015

         

	PingTone Communications, Inc.	 	 	 	 
	PingTone Communications	 	Registration No. 2880663	 	
        Registered: September 7, 2004

         

	Apptix, Inc.	 	 	 	 
	Apptix	 	Registration No. 4,054,446	 	
        Filed:  February 11, 2010

        Registered: November 15, 2011

	Cloud Alliance Network & Design	 	Registration Nos. 4,780,287	 	
        Filed:  June 6, 2014

        Registered: July 28, 2015

	Cloud Alliance Network & Design	 	Registration No. 4,780,288	 	
        Filed:  June 6, 2014

        Registered: July 28, 2015

	Cloud Alliance Network & Design	 	Registration No. 4,861,836	 	
        Filed:  June 6, 2014

        Registered: December 1, 2015

	Mailstreet	 	Registration No. 2,840,397	 	
        Filed:  June 15, 2003

        Registered: May 11, 2004

	Mailstreet	 	Registration No. 4,054,447	 	
        Filed:  February 11, 2010

        Registered: November 15, 2011





 




     


     


    

  


Schedule C


 


Copyrights


 


None.