Attached files

file filename
EX-2.1 - EXHIBIT 2.1 - CANTALOUPE, INC.t1600309_ex2-1.htm
EX-10.1 - EXHIBIT 10.1 - CANTALOUPE, INC.t1600309_ex10-1.htm
EX-31.2 - EXHIBIT 31.2 - CANTALOUPE, INC.t1600309_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - CANTALOUPE, INC.t1600309_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - CANTALOUPE, INC.t1600309_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - CANTALOUPE, INC.t1600309_ex31-1.htm
EX-10.3 - EXHIBIT 10.3 - CANTALOUPE, INC.t1600309_ex10-3.htm
10-Q - FORM 10-Q - CANTALOUPE, INC.t1600309_10q.htm

 

 

Exhibit 10.2

 

INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This Intellectual Property Security Agreement is entered into as of March 29, 2016 by and between HERITAGE BANK OF COMMERCE, a California corporation (“Bank”) and USA TECHNOLOGIES, INC. (“Borrower”).

 

RECITALS

 

Bank has agreed to make certain advances of money and to extend certain financial accommodations to Borrower under that certain Loan and Security Agreement by and between Bank and Borrower dated of even date herewith (as amended from time to time, the “Loan Agreement”). Capitalized terms used herein are used as defined in the Loan Agreement. Pursuant to the terms of the Loan Agreement, Borrower has granted to Bank a security interest in the Collateral.

 

NOW, THEREFORE, Borrower agrees as follows:

 

AGREEMENT

 

To secure its Obligations under the Loan Agreement, Borrower grants to Bank a security interest in all of Borrower’s right, title and interest in, its Intellectual Property (including without limitation those Copyrights, Patents and Trademarks listed on Schedules A, B and C hereto) and all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof. Borrower represents and warrants that Schedules A, B and C attached hereto set forth any and all Intellectual Property in connection to which Borrower has registered or filed an application with either the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Bank shall release and terminate its security interest in Borrower’s Intellectual Property upon satisfaction of Borrower’s Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of the Loan Agreement), and shall execute and deliver such further instruments and take such further action as may reasonably be requested by Borrower to effect the release and termination of such security interest and to re-vest in Borrower the full title to the Intellectual Property. 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.

 

[signature page follows]

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.

 

  BORROWER:
  USA TECHNOLOGIES, INC.
Address of Borrower:  
  By: /s/ Stephen P. Herbert  
100 Deerfield Lane, Suite 140 Name: Stephen P. Herbert
Malvern, PA 19355 Title: Chairman and Chief Executive Officer
Attn: Chief Financial Officer  
Fax: 610-989-0344  
Email: lmaxwell@usatech.com  
   
  BANK:
Address of Bank:  
  HERITAGE BANK OF COMMERCE
150 South Almaden Blvd.  
San Jose, CA 95113 By: /s/ Karla Schrader  
Attn:  Mike Hansen Name: Karla Schrader
Fax:  (408) 947-6910 Title: VP
Email:  Mike.Hansen@herbank.com  

 

 

 

 

SCHEDULE A

 

Copyrights

 

If None, check this box: þ

 

 

 

 

SCHEDULE B

 

Patents

 

Description  

Patent / Application

Number

An in-vehicle device for wirelessly connecting a vehicle to the internet and for transacting e-commerce and e-business   6,856,820
Apparatus and methods for monitoring and communicating with a plurality of networked vending machines   5,844,808
Apparatus, system, and methods for retrofitting vending systems with wireless communication  

Serial #:

14/681,463

Card reader assembly   7,690,495
Cashless vending transaction management by a vend assist mode of operation   7,693,602
Cashless vending transaction management by a vend assist mode of operation   7,076,329
Cashless vending system with tethered payment interface   7,464,867
Communicating interactive digital content between vehicles and internet based data processing resources for the purpose of transacting e-commerce or conducting e-business   6,615,186
Communication interface device for managing wireless data transmission between a vehicle and the internet   7,003,289
Credit and bank issued debit card operated system and method for controlling a prepaid card encoding/dispensing machine  

5,637,845

(Expired)

Credit and bank issued debit card operated system and method for controlling a vending machine  

6,152,365

(Expired)

Credit card and bank issued debit card operated system and method for controlling and monitoring access of computer and copy equipment  

5,619,024

(Expired)

Credit card, smart card and bank issued debit card operated system and method for processing electronic transactions  

6,119,934

(Expired)

Dataport  

D423,474

(Expired)

Devices and Methods for Providing Cashless Payment and Diagnostics for Vending Machines   8,373,558
Dynamic identification interchange method for exchanging one form of identification for another   6,754,641
Electronic commerce terminal enclosure  

D428,047

(Expired)

Electronic commerce terminal enclosure with brackets  

D441,401

(Expired)

Electronic commerce terminal enclosure for a vending machine  

D428,444

(Expired)

Electronic commerce terminal enclosure for a vending machine  

D437,890

(Expired)

External power management device with current monitoring precluding shutdown during high current   6,243,626

 

 

 

  

Laptop data port enclosure  

D415,742

(Expired)

MDB transaction string effectuated cashless vending   7,131,575
Method and Apparatus for Conserving Power Consumed by a Refrigerated Appliance Utilizing Audio Signal Detection   7,286,907
Method and apparatus for conserving power consumed by a vending machine utilizing audio signal detection   7,856,289
Method and Apparatus for Power Management Control of a Compressor-Based Appliance that Reduces Electrical Power Consumption of an Appliance   6,975,926
Method and Apparatus for Power Management Control of a Compressor-Based Appliance that Reduces Electrical Power Consumption of an Appliance   7,200,467
Method of constructing a digital content play list for transmission and presentation on a public access electronic terminal   7,805,338
Method of transacting an electronic mail, an electronic commerce, and an electronic business transaction by an electronic commerce terminal operated on a transportation vehicle   6,622,124
Method to obtain customer specific data for public access electronic commerce services   6,606,605
Mounting bracket for mounting a cashless payment terminal to a vending machine   D480,948
Paper guide for a point of sale terminal   D475,750
Point of Sale Terminal Mountable on a Vending Machine   D543,588
Power-conservation system for computer peripherals  

5,477,476

(Expired)

Power conservation system based on indoor/outdoor and ambient-light determination   6,801,836
Printer bracket for point of sale terminal   D475,414
Printer bracket for point of sale terminal   D476,036
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode   6,389,822
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode   6,581,396
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode   6,898,942
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode   6,931,869
Sign holder  

D418,878

(Expired)

System and method for networking and controlling vending machines  

6,056,194

(Expired)

System and method for networking and controlling vending machines  

6,321,985

(Expired)

System for Providing Remote Audit, Cashless Payment, and Interactive Transaction Capabilities in a Vending Machine   6,505,095

 

 

 

  

Systems and methods for sending information to mobile devices utilizing mobile device identifiers  

Serial #:

14/681,294

Systems and methods for wireless authorization of transactions with mobile payment devices  

Serial #:

14/499,796

Transacting E-commerce and Conducting E-business Related to Identifying and Procuring Automotive Service and Vehicle Replacement Parts   6,389,337
Transceiver base unit   D478,577
Unattended retail systems, methods and devices for linking payments, loyalty, and rewards   9,245,269
Universal interactive advertising and payment system for public access electronic commerce and business related products and services   6,609,102
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,604,085
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,601,038
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,601,037
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,611,810
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,604,086
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,601,039
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,606,602
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,615,183
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,604,087
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,601,040
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,609,103

 

 

 

  

Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,629,080
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   7,089,209
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,643,623
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,684,197
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,807,532
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services   6,763,336
User interface bracket for a point of sale terminal   D475,751
User interface bracket for a point of sale terminal   D476,037
Vehicle related wireless scientific instrumentation telematics   6,895,310
Vehicle related wireless scientific instrumentation telematics   6,853,894
Vending approval systems, methods, and apparatus using card readers   9,159,182
Vending interface controller   D727,428
Vending machine cashless payment terminal   D477,030
Vending machine nutritional information display system using standard inventory control system components   8,788,341
Vending machine nutritional information display system using standard inventory control system components   8,583,280
Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations   7,593,897
Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations   7,865,430
Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations   7,630,939
Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations   8,596,529
Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations  

Serial #:

14/071,021

Wireless Vehicle Diagnostics Device and Method with Service and Part Determination Capabilities (as amended)   7,502,672

 

 

 

 

SCHEDULE C

 

Trademarks

 

Description  

Serial / Registration

Number

 

Application /
Registration

Date

BLUELIGHT SEQUENCE   3352247   12/11/2007
ENERGYMISER   3424496   5/6/2008
SNACKMISER   2920610   1/25/2005
CM2IQ   3130829   8/15/2006
VM2IQ   3130828   8/15/2006
VENDINGMISER   2628447   10/1/2002
EPORT  

77948652

(Abandoned)

(Dead)

  3/2/2010
PAYDOT  

77597651

(Abandoned)

(Dead)

  10/22/2008
EPORT EDGE   3764912   3/23/2010
CREATING VALUE THROUGH   4139315   5/8/2012
EPORT CONNECT   3462181   7/8/2008
USALIVE   2845393   5/25/2004
E-PORT   2724498   6/10/2003
E-PORT   2700645   3/25/2003
THE OFFICE THAT NEVER SLEEPS  

2552992

(Cancelled)

(Dead)

  3/23/1999
TRANSACT   2598187   7/23/2002
PC EXPRESS   2520390   12/18/2001
USA TECHNOLOGIES   2020215   12/3/1996
BLUELIGHT SEQUENCE   85907829   4/18/2013
BUSINESS EXPRESS   2234770   3/23/1999
EPORT   86070271   9/20/2013
EPORT GO   4513884   4/15/2014
EPORT MOBILE   4542131   6/3/2014
EPORT MOBILE & DESIGN   4713726   3/31/2015
ESUDS   4354183   6/18/2013
INTELLIGENT VENDING   3641380   6/16/2009
QUICK CONNECT  

86068891

(Abandoned)

(Dead)

  9/19/2013
USA TECHNOLOGIES   4903734   2/23/2016
USA TECHNOLOGIES   4903756   2/23/2016
VENDSCREEN   4716736   4/7/2015
VENDSCREEN   4827283   10/6/2015