INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of October
10, 2005 by and between Xxxxxxxx Xxxxxxx ("Lender") and CITADEL SECURITY
SOFTWARE, INC., a Delaware corporation ("Grantor").
RECITALS
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A. Lender has agreed to make certain advances of money and to extend
certain financial accommodation to Grantor (the "Loans") in the amounts and
manner set forth in that certain Loan and Security Agreement by and between
Lender and Grantor dated of even date herewith (as the same may be amended,
modified or supplemented from time to time, the "Loan Agreement"; capitalized
terms used herein are used as defined in the Loan Agreement).
B. Lender is willing to make the Loans to Grantor, but only upon the
condition, among others, that Grantor shall grant to Lender a security interest
in certain Copyrights, Trademarks and Patents to secure the obligations of
Grantor under the Loan Agreement.
C. Pursuant to the terms of the Loan Agreement, Grantor has granted to
Lender a security interest in all of Grantor's right, title and interest,
whether presently existing or hereafter acquired, in, to and under all of the
Collateral.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, as collateral security
for the prompt and complete payment when due of its obligations under the Loan
Agreement and all other agreements now existing or hereafter arising between
Grantor and Lender, Grantor hereby represents, warrants, covenants and agrees as
follows:
AGREEMENT
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To secure its obligations under the Loan Agreement and under any other
agreement now existing or hereafter arising between Lender and Grantor, Grantor
grants and pledges to Lender a security interest in all of Grantor's right,
title and interest in, to and under its Intellectual Property Collateral
(including without limitation those Copyrights, Patents and Trademarks listed in
the exhibits hereto), and 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), the right to xxx 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.
This security interest is granted in conjunction with the security interest
granted to Lender under the Loan Agreement. The rights and remedies of Lender
with respect to the security interest granted hereby are in addition to those
set forth in the Loan Agreement and the other Loan Documents, and those which
are now or hereafter available to Lender as a matter of law or equity. Each
right, power and remedy of Lender provided for herein or in the Loan Agreement
or any of the Loan Documents, or now or hereafter existing at law or in equity
shall be cumulative and concurrent and shall be in addition to every right,
power or remedy provided for herein and the exercise by Lender of any one or
more of the rights, powers or remedies provided for in this Intellectual
Property Security Agreement, the Loan Agreement or any of the other Loan
Documents, or now or hereafter existing at law or in equity, shall not preclude
the simultaneous or later exercise by any person, including Lender, of any or
all other rights, powers or remedies.
Grantor represents and warrants that Exhibits A, B, and C attached hereto
set forth any and all intellectual property rights in connection to which
Grantor has registered or filed an application with either the United States
Patent and Trademark Office or the United States Copyright Office, as
applicable.
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.
GRANTOR:
Address of Grantor: CITADEL SECURITY SOFTWARE, INC.
0000 XXX Xxxxxxx, Xxxxx 0000 By: _________________________________
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxxx Title: ______________________________
LENDER:
Address of Lender: XXXXXXXX XXXXXXX
Xxxxxxxx Xxxxxxx _____________________________________
0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
FAX: (000) 000-0000
EXHIBIT A
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Copyrights
Registration Registration
Description Number Date
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EXHIBIT B
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Patents
Registration/ Registration/
Application Application
Description Number Date
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EXHIBIT C
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Trademarks
Registration/ Registration/
Application Application
Description Number Date
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