INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


THIS INTELLECTUAL PROPERTY
SECURITY AGREEMENT is entered into as of September __, 2017 by and between PRECISION OPINION, INC., a Nevada corporation
(“Grantor”) and HERITAGE BANK OF COMMERCE, a California
corporation (“Bank”).


 


Recitals


 


Bank has agreed to make
certain advances of money and to extend certain financial accommodations to Grantor in the amounts and manner set forth in that
certain Loan and Security Agreement by and between Bank and Grantor (as amended from time to time, the “Loan Agreement”)
dated of even date herewith. Capitalized terms used herein have the meaning assigned in the Loan Agreement. Bank is willing to
make the financial accommodations to Grantor, but only upon the condition, among others, that Grantor grants to Bank a security
interest in all of Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing
or hereafter acquired.


 


Now,
Therefore, Grantor agrees as follows:


 


Agreement


 


To secure performance of
Grantor’s obligations under the Loan Agreement, Grantor grants to Bank a security interest in all of Grantor’s right,
title and interest in Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks
listed on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by
way of limitation, license royalties and proceeds of infringement suits). This security interest is granted in conjunction with
the security interest granted to Bank under the Loan Agreement. Each right, power and remedy of Bank provided for herein or in
the Loan Agreement shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.


 


This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.
In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


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In
Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the
first date written above.


 





	Address
    of Grantor:	PRECISION
    OPINION, INC.  
	 	 	  
	101
    Convention Center Drive, Plaza 125	By:	 
	Las
    Vegas, NV 89109	 	 
	Attn:
    Jim Medick, President	Print
    Name:	 
	 	 	 
		Title:	 
	 	 	 
	Address
    of Bank:	HERITAGE
    BANK OF COMMERCE  
	 	 	 
	150
    South Almaden Blvd.	By:	 
	San
    Jose, California 95113	 	 
	FAX:
    (408) 947-6910	Print
    Name:	 
	Attn:
    Karla Schrader	 	 
		Title:	 




 



    	 



     


     


Exhibit
A


 


Copyrights


 


Please Check Box if No Copyrights Exist [X]


 


	Title	 	Registration Number	 	Registration Date
	 	 	 	 	 


 



    	 



     


     


Exhibit
B


 


Patents


 


Please Check Box if No Patents Exist [X]


 


	Title	 	Serial/ Patent Number	 	Application/ Issue Date
	 	 	 	 	 


 



    	 



     


     


Exhibit
C


 


Trademarks


 


Please Check Box if No Trademarks Exist [  ]


 


	Description	Serial / Registration Number	Application /Registration Date
	 	 	 
	PRECISION ENGAGE	4440201	November 26, 2013
	THE MOST TRUSTED NAME IN MARKET RESEARCH	4081532	January 3, 2012
	PRECISION ONLINE	4085430	January 10, 2012
	PRECISION OPINION	4085426	January 10, 2012
	FOCUS+	85421866	*
	PRECISION OPINION ONLINE	85354148	*
		85348979	*





 


 


* Indicates dead, abandoned or cancelled trademark