Exhibit 10.4
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of June 29, 2026, is made by ALPHA MODUS, CORP., a Florida corporation (“Guarantor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).
A.
Alpha Modus Holdings, Inc., a Delaware corporation and parent company of Guarantor (“Debtor”), has or will issue to Secured Party one or more Secured Pre-Paid Purchases (the “Pre-Paid Purchases”), all pursuant to that certain Securities Purchase Agreement dated June 29, 2026 by and between Debtor and Secured Party (the “Purchase Agreement”).
B.
In order to induce Secured Party to purchase the Pre-Paid Purchases, Guarantor has agreed to enter into that certain Guaranty of even date herewith by and between Guarantor and Secured Party (the “Guaranty”) and that certain Security Agreement of even date herewith by and between Guarantor and Secured Party (the “Security Agreement”) and to grant Secured Party a security interest in certain “Collateral” as defined in the Security Agreement.
C.
Under the terms of the Security Agreement, Guarantor has granted to the Secured Party a security interest in, among other property, certain intellectual property of Guarantor, and has agreed to execute and deliver this IP Security Agreement for recording with governmental authorities, including, but not limited to, the United States Patent and Trademark Office and the United States Copyright Office.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Grant of Security. Guarantor hereby pledges and grants to Secured Party a security interest in and to all of the right, title, and interest of such Guarantor in, to, and under the following (collectively, the “IP Collateral”), whether now owned or hereafter acquired or created:
(a) the patents and patent applications set forth on Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions, and reexaminations thereof, and amendments thereto;
(b) the trademark registrations and applications set forth on Schedule 1 hereto, together with the goodwill connected with the use thereof and symbolized thereby, and all extensions and renewals thereof;
(c) the copyright registrations and applications set forth on Schedule 1 hereto, and all extensions and renewals thereof;
(d) all rights of any kind whatsoever of Guarantor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;
(e) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and
(f) any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.
Recordation. Guarantor authorizes the Commissioner for Patents, the Commissioner for Trademarks, and the Register of Copyrights to record and register this IP Security Agreement upon request by the Secured Party.
Loan Documents. This IP Security Agreement has been entered into pursuant to and in conjunction with the Security Agreement, the Purchase Agreement, the Pre-Paid Purchases and all other documents related thereto and entered into in connection therewith (the “Loan Documents”), which are hereby incorporated by reference. The provisions of the Loan Documents shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of the Secured Party with respect to the IP Collateral are as provided by the Loan Documents and nothing in this IP Security Agreement shall be deemed to limit such rights and remedies.
General Representations and Warranties. In addition to those representations and warranties made in the Security Agreement, Guarantor hereby represents and warrants to Secured Party that:
(a) Guarantor owns, has independently developed, and has the valid right to encumber, use, possess, develop, sell, license, copy, distribute, market, advertise and/or dispose of all IP Collateral.
(b) The IP Collateral does not infringe, whether indirectly (e.g., contributorily or by induced infringement) or directly, upon any copyright, trademark, trade dress, trade secret or patent or other proprietary or intellectual property right of any third party in the United States or in any country or jurisdiction worldwide, and that no third party in the United States or in any country or jurisdiction worldwide has made any infringement or misappropriation claims against Guarantor regarding the IP Collateral.
(c) The IP Collateral is free and clear of any liens or other encumbrances, other than (i) the security interest granted to Secured Party pursuant to the Loan Documents, (ii) the security interests subordinated to Secured Party pursuant to the Loan Documents.
(d) Unless otherwise specified in Schedule 1, all applications and registrations related to the IP Collateral are valid, enforceable, subsisting, and have not expired, been revoked or cancelled for failure to prosecute, and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Guarantor.
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(e) Guarantor has not assigned any right, title or interest in the IP Collateral to any third party.
(f) There is no pending or threatened claim or litigation contesting the validity or ownership of the IP Collateral. There is no legitimate basis for any such claim, nor has Guarantor received any notice asserting that any IP Collateral or the proposed encumbrance, use, sale, license or disposition thereof conflicts or shall conflict with the rights of any other party, nor is there any legitimate basis for any such assertion.
(g) Guarantor represents and warrants to Secured Party that Schedule 1 attached hereto is a true, complete and accurate list of all patents, patent applications, trademarks, trademark applications, copyrights, and copyright applications owned by Guarantor. Guarantor further confirms that, to the extent any category of intellectual property on Schedule 1 contains no entries, Guarantor does not own or have any right, title, or interest in any such intellectual property of that category.
Execution in Counterparts. This IP Security Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Successors and Assigns. This IP Security Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. This IP Security Agreement may be assigned by Secured Party to its affiliates that are permitted assignees of the Pre-Paid Purchases, upon prior written notice to Guarantor, without the need to obtain Guarantor’s consent thereto, provided that any such assignee agrees in writing to be bound by the terms of all Transaction Documents (as defined in the Purchase Agreement) as though an original party thereto. Except as set forth above, neither Secured Party nor Guarantor may assign its rights or obligations under this IP Security Agreement or delegate its duties hereunder, whether directly or indirectly, without the prior written consent of the other party, and any such attempted assignment or delegation shall be null and void.
Governing Law; Arbitration. This IP Security Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of Utah, without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction), and will be subject to the Arbitration Provisions (as defined in the Purchase Agreement) attached as an exhibit to the Purchase Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Guarantor 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.
ALPHA MODUS, CORP.
By:
/s/ William Alessi
William Alessi, Chief Executive Officer
Address for Notices:
20311 Chartwell Center Dr., #1469
Cornelius, NC 28031
AGREED TO AND ACCEPTED:
STREETERVILLE CAPITAL, LLC
By:
/s/ John Fife
John Fife, President
Address for Notices:
297 Auto Mall Drive #4
St. George, Utah 84770
[Signature Page to Intellectual Property Security Agreement]
SCHEDULE 1
PATENTS
Patents
Country
Application Number
Filing Date
Publication Number
Publication Date
Patent Number
Issue Date
Status
Title
US
14/335429
18-Jul-2014
2015-0025936
22-Jan-2015
10360571
23-Jul-2019
Granted
METHOD FOR MONITORING AND ANALYZING BEHAVIOR AND USES THEREOF
US
16/509343
11-Jul-2019
2019-0333081
31-Oct-2019
10853825
1-Dec-2020
Granted
METHOD FOR MONITORING AND ANALYZING BEHAVIOR AND USES THEREOF
US
16/837577
1-Apr-2020
2020-0226621
16-Jul-2020
11049120
29-Jun-2021
Granted
METHOD AND SYSTEM FOR GENERATING A LAYOUT FOR
PLACEMENT OF PRODUCTS IN A RETAIL STORE
US
16/837645
1-Apr-2020
2020-0226622
16-Jul-2020
11301880
12-Apr-2022
Granted
METHOD AND SYSTEM FOR INVENTORY MANAGEMENT IN A RETAIL STORE
US
16/837711
1-Apr-2020
2020-0226623
16-Jul-2020
11042890
22-Jun-2021
Granted
METHOD AND SYSTEM FOR CUSTOMER
ASSISTANCE IN A RETAIL STORE
US
16/985001
4-Aug-2020
2020-0364730
19-Nov-2020
10977672
13-Apr-2021
Granted
METHOD AND SYSTEM FOR REAL-TIME INVENTORY MANAGEMENT, MARKETING, AND ADVERTISING IN A RETAIL STORE
US
17/590605
1-Feb-2022
2022-0156764
19-May-2022
12039550
16-Jul-2024
Granted
METHOD FOR ENHANCING CUSTOMER
SHOPPING EXPERIENCE IN A RETAIL STORE
US
18/100377
23-Jan-2023
2023-0162211
25-May-2023
12026731
2-Jul-2024
Granted
METHOD FOR PERSONALIZED MARKETING AND ADVERTISING OF RETAIL PRODUCTS
US
18/519550
27-Nov-2023
2024-0095760
A1
21-Mar-2024
12175484
24-Dec-
2024
Granted
METHODS FOR PERSONALIZED MARKETING AND ADVERTISING
US
18/651410
30-Apr-2024
2024-0281829
22-Aug-2024
12354121
8-Jul-2025
Granted
METHODS AND SYSTEMS FOR SHOPPING IN A RETAIL STORE
US
18/905975
3-Oct-2024
2025-0029124
23-Jan-2025
12423718
23-Sep-
2025
Granted
METHODS AND SYSTEMS FOR PROVIDING
CUSTOMER ASSISTANCE IN A RETAIL STORE
US
19/233507
10-Jun-2025
2025-0299210
A1
25-Sep-2025
12591901
31-Mar-2026
Granted
METHODS FOR PERSONALIZED MARKETING OF RETAIL PRODUCTS
Patent Applications
Country
Application Number
Filing Date
Publication Number
Publication Date
Patent Number
Issue Date
Status
Title
US
19/203027
8-May-2025
2025-0265607
21-Aug-2025
Pending
METHODS FOR PERSONALIZED MARKETING OF RETAIL PRODUCTS
US
19/309240
25-Aug-2025
2025-0390897
Pending
METHOD FOR PERSONALIZED MARKETING AND ADVERTISING OF RETAIL PRODUCTS
Trademarks
Mark
Reg. No.
Reg. Date
Ser. No.
Status
Country
7594797
Dec. 10, 2024
98258761
Active
US
ALPHA MODUS
7556114
Nov. 05, 2024
98258753
Active
US