Blueprint





  Exhibit 10.5






 



INTELLECTUAL PROPERTY SECURITY AGREEMENT

 


This
Intellectual Property Security Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the
“Agreement”) is entered
into as of April 30, by and among HERCULES CAPITAL, INC., a
Maryland corporation (“Agent”), and RUMBLEON,
INC., a Nevada corporation, and NEXTGEN PRO, LLC, a Delaware
limited liability company (collectively, “Grantors”, and each, a
“Grantor”).

 

 



RECITALS

 

A. Lender
has agreed to make certain advances of money and to extend certain
financial accommodation (the “Loans”) to Grantors in
the amounts and manner set forth in that certain Loan and Security
Agreement by and among the several entities from time to time
parties thereto (collectively, referred to as “Lender”), Agent, Grantors
and any other parties thereto, from time to time, dated as of the
date hereof (as amended, modified, supplemented or otherwise
modified from time to time, the “Loan
Agreement”).

 

B. As a condition to
the Loan Agreement, Grantors are required to enter into this
Agreement to further evidence the grant to Agent of the security
interest in its Copyrights, Trademarks and Patents to secure the
Secured Obligations.

 



AGREEMENT

 


NOW,
THEREFORE, each Grantor agrees as follows:

 


To
secure the Secured Obligations and any other obligations pursuant
to the Loan Documents, each Grantor grants and pledges to Agent a
security interest in all of such Grantor’s Intellectual
Property (including without limitation those Copyrights, Patents
and Trademarks listed on Exhibits A, B and C
hereto).

 


This
security interest is granted in conjunction with the security
interest granted to Agent under the Loan Agreement. The rights and
remedies of Agent with respect to the security interest are as set
forth in the Loan Agreement and the other Loan Documents or as are
now or hereafter available to Agent as a matter of law or equity,
shall be cumulative and concurrent.

 


Each
Grantor represents and warrants that Exhibits A, B, and C attached
hereto set forth any and all Copyrights, Patents and Trademarks in
connection with which such Grantor, as of the date hereof, has
registered or filed an application with the United States Patent
and Trademark Office or the United States Copyright Office, as
applicable.

 


Each
Grantor hereby authorizes Agent to (a) modify this Agreement
unilaterally by amending the exhibits to this Agreement to include
any Intellectual Property which a Grantor obtains subsequent to the
date of this Agreement, and (b) file a duplicate original of this
Agreement containing amended exhibits reflecting such new
Intellectual Property.

 


All
capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Loan Agreement.

 


[SIGNATURES
TO FOLLOW]

 














 






 


[SIGNATURE
PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed effective as of the date set forth above.

 


	

Address
of Grantors:


 

 


4521
Sharon Road


Suite
370


Charlotte,
NC 28211


Attention:
Tom Aucamp


 

	

GRANTORS:



RUMBLEON, INC.


By: /s/
Steven R.
Berrard                                                                     


Name:
Steven R.
Berrard                                                                     


Title:
Chief Financial
Officer                                                                     


 

 


 

 



NEXTGEN PRO, LLC


By: /s/
Steven R.
Berrard                                                                     


Name:
Steven R.
Berrard                                                                     


Title:
Vice
President                                                                     


 

 


 









 








 






[SIGNATURE
PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]

 


	

Address
of Agent:


Legal
Department


400
Hamilton Avenue, Suite 310


Palo
Alto, CA 94301


Attn:
Loan Documentation

	

AGENT:


HERCULES
CAPITAL, INC.


By: /s/
Zhuo
Huang                                                                     


Name:
Zhuo
Huang                                                                     


Title:
Associate General
Counsel                                                                     


 







 

 




 








 





 


EXHIBIT
A

 

 


COPYRIGHTS

 


 

 



None.


 




 








 






 


EXHIBIT
B

 


PATENTS

 


 


	

Owner





 

	

Description





 

	

Patent
/ ApplicationNumber





 

	

Issue /
Application Date





 


	

NEXTGEN
PRO, LLC


 

	

NEAR
FIELD COMMUNICATION (NFC) VEHICLE IDENTIFICATION SYSTEM AND
PROCESS


 

	

14/614,160


 

	

02/04/2015


 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







 


 




 








 






EXHIBIT
C

 


TRADEMARKS

 


 

 


	

Owner





 

	

Description





 

	

Registration/
Serial Number





 

	

Registration/
Application Date





 


	

RUMBLEON,
INC.


 

	



 

	

87/537,145


 

	

07/21/2017


 


	

RUMBLEON,
INC.


 

	



 

	

87/532,685


 

	

07/18/2017


 


	

RUMBLEON,
INC.


 

	

RUMBLEON


 

	

5,340,911


 

	

11/21/2017


 


	

RUMBLEON,
INC.


 

	



 

	

87/532,644


 

	

07/18/2017


 


	

RUMBLEON,
INC.


 

	

RUMBLEON


 

	

87/430,981


 

	

04/29/2017


 


	

NEXTGEN
PRO, LLC


 

	



 

	

4,662,863


 

	

12/30/2014